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Technology Stocks : Loral Space & Communications -- Ignore unavailable to you. Want to Upgrade?

To: Jeff Vayda who wrote (5774)	4/20/1999 12:34:00 PM
From: Valueman	Read Replies (1) \| Respond to of 10852

Jeff: I do not know what leeway the board has with the other classes of preferred, but this one is so open ended it is ridiculous. They could basically do whatever they wanted. Enough is enough I think. It appears to be a roundabout way to get a poison pill in place. I oppose that, and will vote our shares accordingly. If someone wants to buy us, bring it to the shareholders. I don't want any offers passed over because of poison pill threats. The Board believes that Preferred Stock is often a useful financing tool and that it is advisable that the Board be given flexibility in setting the terms of the Preferred Stock. If opportunities arise that would make desirable the issuance of the Company's Preferred Stock through either public offerings or private placements, the proposed amendment would avoid the possible delay and expense of a shareholders' meeting. The Company's shareholders will have no preemptive rights with respect to the issuance of any such shares. Issuance of the Preferred Stock could result in one or more classes of securities outstanding that will have certain preferences with respect to dividends and in liquidation over the Common Stock, and could result in the dilution of voting rights, net income per share and net book value of the Common Stock. The specific terms of any series of Preferred Stock will depend primarily on market conditions and other factors existing at the time of issuance. The Board has no present plans, understandings or agreements for issuing any Preferred Stock and the Board does not intend to issue any such shares except on terms that it deems to be in the best interests of the Company and its shareholders. In the event of a hostile attempt to take over the Company which the Board determines is not in the best interest of the Company and its shareholders, it may be possible for the Board to issue Preferred Stock with rights and preferences which could impede the completion of a takeover. Such possibilities may make the Company less attractive as a takeover candidate and may deter takeover attempts not approved by the Board.