To: Brooks Jackson who wrote (4697 ) 1/17/1999 3:56:00 PM From: Brooks Jackson Respond to of 122087
IMON -- more math on dumping incentive for preferred holders. As I figure it, on Friday Shaar Fund theoretically could have converted their $1m worth of preferred stock into just over 1m shares of common, worth over $5.3 million at $5/shr. But, because of Friday's spike in price and the consequent increase in the 5-day average price, Shaar would only get 670k shares of common if it waited until Tuesday to pull the trigger. That translates to leaving $2m on the table, assuming they can't get any better price on Tuesday than they did on Friday. My calculations: Day of 5-day #of shares Value of shares @ $5/shr Coversion avg close common available Friday $1.51 1,069,791.14 $5,348,955.68 Tuesday $2.40 673,076.92 $3,365,384.62 Theoretical penalty for waiting: $1,983,571.06 A footnote: The preferred holders may be unable to convert all their shares on any given day due to a clause that says they cannot covert if it would cause them to "beneficially" hold more than 5% of the outstanding shares of common. Since there were 11,479,727 shares of common outstanding, per the Jan. 11 filing, this means all the preferred holders combined could convert a maximum of a little over 600,000 shares at a time. I assume they could unload those shares and be able to convert another 600,000 as soon as they no longer beneficially own the others, and I supposed they could even convert and dump, convert and dump two or three times all on the same day. Perhaps there are SEC rules that would prevent that, I don't know. But even so, it seems to me there's a huge incentive for the preferred holders to convert and dump as quickly as they can. Which is good for shorts, bad for longs.