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Strategies & Market Trends : Anthony @ Equity Investigations, Dear Anthony, -- Ignore unavailable to you. Want to Upgrade?


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.



To: Brooks Jackson who wrote (4697)1/17/1999 4:48:00 PM
From: xcr600  Respond to of 122087
 
Agreed. I overlooked the simple fact that the preferred holders could care less about dilution.




To: Brooks Jackson who wrote (4697)1/18/1999 7:47:00 PM
From: Alastair McIntosh  Respond to of 122087
 
Brooks, for a good description of how the floorless preferreds hurt the common stockholder please read:

Message 5368910

The preferred holders short common against their preferred and drive the price down as low as possible until they cover at pennies on the dollar.

Al