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

To: Thomas C. Donald who wrote (6260)	3/4/1999 4:56:00 PM
From: esecurities(tm)	Respond to of 6318

TLC inks exclusive distribution agreement with NewKidCo.... ref/ Message 8145992

To: Thomas C. Donald who wrote (6260)	3/6/1999 4:46:00 PM
From: Doughboy	Read Replies (1) \| Respond to of 6318

Warning Warning TLC shareholders are about to get screwed by Mattel. Mattel announced yesterday that they are going to delay the closing date of the deal until May because of alleged delays in getting through SEC approvals. Of course, it is purely happenstance that this will give Mattel another month to prop up its stock over 27.5 so TLC shareholders will be denied the 1.2:1 exchange ratio. Doughboy.

To: Thomas C. Donald who wrote (6260)	3/8/1999 9:41:00 PM
From: Doughboy	Respond to of 6318

CBS Marketwatch article on deal delay: I still think the fix is in to screw TLC shareholders, but the article doesn't address that potential aspect to the delay. TLC was slightly up today which was a bit incongruous to this news. Doughboy. Mattel's deal slowed by SEC Management changes viewed as inevitable By Barbara C. Costanza, CBS MarketWatch Last Update: 4:47 PM ET Mar 8, 1999 NewsWatch EL SEGUNDO, Calif. (CBS.MW) -- Mattel Inc. piqued investor curiosity Monday with news that its acquisition of The Learning Company Inc. will close later than anticipated due to a slower-than-expected review by the Securities and Exchange Commission. The toy maker (MAT) said it now expects the deal for the software maker (TLC) to close in May instead of April. "It seems that these kind of deals are taking longer for the SEC to review, more like 50 to 60 days instead of 30," said Glenn Bozarth, spokesman for Mattel. Shares of Mattel closed up 3/16 to 24, while shares of The Learning Co. rose 3/16 to 26 3/8. Analyst Sean P. McGowan of Gerard Klauer Mattison said the slowdown wasn't a plus for Mattel but that the originally scheduled date was optimistic. John Taylor of Arcadia Investment Corp. said the SEC is looking closely at companies and accounting issues such as write-offs. "I don't think TLC or Mattel is being singled out," he said. McGowan said the deal makes sense strategically and that Mattel should continue to look for deals such as this. "Toy companies may be realizing revenue loss to software companies. Deals like this would broaden the customer base for toy companies,'' said McGowan. Martin Romm of Credit Suisse First Boston agreed with McGowan, saying the deal is worthwhile for Mattel's long-term strategy. McGowan's only complaint, if he were a Mattel shareholder, would've been the price. "It could've been a little lower." The deal was set at about $3.04 billion in stock, an exhange of each Learning Co. share for $33 worth of Mattel stock. McGowan rates the stock a "buy," with a 12-month price target of $32 a share. Romm rates the company a "hold." Execs leave Adding to investor interest was news Chief Operating Officer Bruce Stein and Gary Baughman, president of the Fisher-Price division, left the company. Bozarth said the company reorganize in such a way that five executives will each head a business unit and report directly to Jill Barad, chairman and chief executive officer. As far as the management changes, none of the analysts was surprised. They said they believed the changes were inevitable due to Mattel's acquisitions and reorganization plans. McGowan said there is almost always going to be a clash when you have two CEOs. Stein's role, according to McGowan, would become marginal, and Stein knew it. Taylor said he heard that Mattel needs to go through one more reorganization and that it didn't make sense for Stein's talents to be wasted in that position. When asked if he liked the merger, Taylor's response was: "I didn't like the deal from the beginning." He rates the company "market perform."