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To: Stephen who wrote (3712)	1/7/1999 5:38:00 PM
From: keta	Read Replies (1) \| Respond to of 11568

MCI WorldCom Not Actively Pursuing AirTouch-Sources dailynews.yahoo.com

To: Stephen who wrote (3712)	1/7/1999 11:08:00 PM
From: Anthony Wong	Read Replies (1) \| Respond to of 11568

More info about WCOM bidding/or not bidding for ATI: AirTouch stock extends four-day rally January 7, 1999 09:31 PM investor.msn.com Arbitrageurs, who specialize in trading of takeover stocks, said that Lehman Brothers and CS First Boston had urged WorldCom to consider a bid for AirTouch. Lehman Brothers and CS First Boston declined to comment. "Some bankers have sat down and talked about this, but I see less than a 15 percent chance that a bid would proceed," said one arb who declined to be named. "It doesn't make any sense at all that WorldCom would make the bid. Ebbers has said he wouldn't dilute (his company's earnings) more than a few pennies," another arb said. A potential AirTouch acquisition, depending on the price, could dilute MCI WorldCom's earnings as much as 10 percent, some analysts said. The prospect of an AirTouch acquisition spooked some MCI WorldCom investors, analysts said. MCI WorldCom, the most active Nasdaq issue, hit an intraday low of $73.50 but rebounded somewhat to close at $75.125, down $3.25. Ebbers on Thursday talked with some large shareholders, who were unhappy about the report of a potential AirTouch bid, in an attempt "to hold their hands and calm them down," one arb said. Buying AirTouch would give MCI WorldCom a large foothold in the wireless business, but it would still lack a way to compete nationally against AT&T and Sprint PCS. So, additional wireless acquisitions after AirTouch may be necessary, analysts said. An AirTouch deal would follow WorldCom's $40 billion acquisition in September of MCI Communications Corp. and absorbing two massive deals so close together could be a challenge, analysts said.

To: Stephen who wrote (3712)	1/8/1999 3:13:00 AM
From: Anthony Wong	Respond to of 11568

The Faber Report - SEC ruling key to AirTouch bidding msnbc.com Bell Atlantic still waiting for word on how to account for a deal Jan. 7 — In the week since we broke news of what was then Bell Atlantic's pending purchase of AirTouch, only one thing seems certain: AirTouch is a hot property. But the bidding for the company now relies on a key ruling over how such a deal can be accounted for. BELL ATLANTIC had planned to announce the acquisition of AirTouch by now, but was stopped short by a last-minute question that came up with regard to whether that company could account for AirTouch's acquisition as a pooling of interests. Such accounting would dilute the acquirer's earnings — and tend to depress its stock — less than if the deal were structured as a straight purchase of one company by another. At present, the Securities and Exchange Commission is reviewing that question. And sources tell me it is tough to say how long that review will take. Until that review is concluded, Bell Atlantic's bid, which was for about $75 worth of its stock for each AirTouch share, is on hold. After hearing my story, Vodafone, the U.K. wireless giant, got together a proposal of its own to buy AirTouch, after discussions with AirTouch for some time regarding some sort of business combination between the two companies. Sources tell me Vodafone had never made firm offer prior to that for AirTouch, and its current proposal still lacks bulk. While it has set a price — roughly equal to $90 a share in Vodafone stock with a small bit of cash possible — Vodafone has not conducted due diligence, has not made its plans clear with regard to management structure and has not gone through contract and documents that are also part of a merger proposal. That being said, sources also point out that such tasks can be accomplished rather quickly. I'm told AirTouch is still evaluating Vodafone's bid and waiting for Bell Atlantic to get that ruling from the SEC. I'm also told Vodafone could move quickly to firm up its proposal beyond what is currently little more than a pure monetary offer. Today, there are also reports that MCI WorldCom will soon enter this fray. I have not been able to confirm that this the case. While I am told that MCI WorldCom's CEO Bernie Ebbers has expressed some interest in AirTouch, I was told as of Wednesday that the chances were low that his company would make a bid. A few months back, Ebbers said he was not looking to do a wireless deal and wouldn't do a dilutive deal. WorldCom, it must be assumed, would face the same questions over pooling that Bell Atlantic does, because the problem in pooling is due to put options which AirTouch has issued on its stock. That means if the SEC forces Bell Atlantic to do the deal as a purchase, the same requirement would be forced on any WorldCom bid. Neither company is thought to want the dilution that would come from a deal accounted for as a purchase. A WorldCom spokesman declined comment, as did an AirTouch spokesman.