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Technology Stocks : The Learning Company (TLC) -- Ignore unavailable to you. Want to Upgrade?

To: Michael Stavy who wrote (6212)	1/6/1999 3:03:00 PM
From: Scott Pedigo	Read Replies (1) \| Respond to of 6318

I am another person who bought BROD. It had its ups and downs, and I paid too much for it. But I liked the company anyway because I liked the products. It had some deals in the works and I was hoping for a turnaround. I was not happy to end up as owner of TLC. I didn't know TLC. Even though BROD's profits were unreliable, it did make them on some quarters, while losing in others, due to seasonal sales. TLC, as PR likes to go on, has never made a profit. Right? There are all kinds of explanations for this, but fact is, it can't go on forever. Still, I began to feel a bit better as TLC showed that it could do a good job leveraging its distribution network. I felt that the market would settle out eventually with a few big players, TLC being in a good position among them, and that it would eventually start making profits. Now I feel screwed again. I sure as hell didn't set out to own shares of a moribund toy company. If MAT recovers, there is a small upside due to what used to be a premium, which at the moment has vaporized. But I don't see MAT supplying the growth that TLC could have enjoyed assuming that everything had gone right. Phooey! I want to own a software company, not a retail company. Too bad shareholders who don't like a merger don't get some kind of option to bail at the price before the merger is announced. And this practice of granting payments to the larger party to make backing out of the merger punishing for the stockholders really sucks the big one. Question: if the company (i.e. its BoD and officers) doesn't back out of the merger, and if the big shareholders of 40% of TLC still vote for the merger, but the small investors such as myself holding the other 60% all revolt and vote down the merger, does this count as the "company" backing out of the merger? Does TLC then have to pay the $35 million? Because unless MAT recovers in a really BIG way I am voting NO to this merger, and taking my chances with TLC, PR be damned. What about the options granted to MAT mentioned by PR in a previous post? He conveniently left out any details, like the exercise price, date, and conditions, and added nothing to put it into perspective visavis the total outstanding shares. Has MAT essentially been given some free shares of TLC, diluting the value of our holdings?