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Strategies & Market Trends : Stock Watcher's Thread / Pix of the Week (POW) -- Ignore unavailable to you. Want to Upgrade?

To: Intl_Guy who wrote (7745)	5/1/1999 10:41:00 AM
From: RCJIII	Read Replies (1) \| Respond to of 52051

Intl Guy, I assume you are referring to the shareholder rights plan for ATEL? It is merely a formality. CWSS approved the same thing when the bidding war began for them. Read their first press release once the MCI offer came in. The Board is taking steps from preventing possible suitors from going directly to shareholders with an offer. The Board feels, rightly or wrongly, that all offers should go to them for consideration first in order to secure the best deal. The rights offering merely makes going to the shareholders unattractive, because it gives the shareholders the right to dilute the suitors 15% interest in the company by buying shares in the rights offering and expanding the amount of shares outstanding. The most important passage in the PR is the following: "The Rights are designed to provide the Board of Directors sufficient time to evaluate proposed change-in-control transactions by encouraging potential acquirors to negotiate with the Board of Directors before attempting a tender offer for ATI. The Rights are NOT intended to prevent transactions on terms that are fair to ATI's stockholders nor to deter any potential acquiror who is willing to complete a transaction on such terms." These guys are still evaluating offers. I hear we may see a substantially higher offer as soon as Monday. RCJIII