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Technology Stocks : Global Crossing - GX (formerly GBLX) -- Ignore unavailable to you. Want to Upgrade?


To: Beltropolis Boy who wrote (1024)6/1/1999 10:04:00 PM
From: Teddy  Read Replies (3) | Respond to of 15615
 
hi chris,

First let me start by explaining why i frequently refer to The WSJ as The Wall Street Urinal (every few months someone on SI asks): My Dad is famous bean counter. Before there was an Internet, he used to bring the print edition the The Wall Street Journal home with him from work every night. Like any excellent father, he got me a puppy when i was
old enough to except the responsibility. As you may know, one of the first things that any house pet must learn is that “it is not OK to pee anywhere you like.”

My opinion is that The WSJ is generally a good publication and i do not think the majority of their articles are any more biased then other financial media. The “Briefing Books” available to their on line subscribers are an excellent source of information that i refer to often.

I did have a chance, over the long week end, to read several main stream media articles on GBLX/ USW (or USW/ GBLX) and came to the conclusion that there are very few people that understand this transaction, and a lot of people that (because it is their job to write about stuff like this) are regurgitating the same 12 sentences. I do not count myself among the “very few people that understand this transaction.” However, i do believe that i understand enough of it to make an informed decision.

I also read the 37 page Form 8-K filed on May 26, 1999 several times. It contains a reasonable easy to read section: Q&A Presentation (Exhibit 99). There are 30 Questions and Answers filling about 19 pages.

Question 4 addresses an issue that several posters have raised (bold added:

“Will Global Crossing's major shareholders participate in the tender? The tender offer is open to all of Global Crossing's shareholders. However, in order to provide an opportunity for enhanced public participation, Global Crossing's founder, Chairman, and largest shareholder, Gary Winnick, and other senior executives (including Bob Annunziata, Abbott Brown, Tom Casey, Dan Cohrs, Lodwrick Cook, James Gorton, David Lee, Barry Porter, and Jack Scanlon) will tender no more than 30% of the eligible shares held by them or by the institutions they represent.

Other Global Crossing Directors will tender no more than 50% of the shares held by them or by the institutions they represent. All other Global Crossing shareholders will have the right to tender 100% of the eligible shares held by them. To the extent that more than 39,259,305 Global Crossing shares are tendered, each Global Crossing shareholder that tenders will be pro rated.

Assuming all shareholders tender all of their eligible shares into the offer, Mr. Winnick and the senior executives will retain approximately 95% of their total holdings, and the Global Crossing Directors and the institutions they represent will retain in excess of 91% of their total holdings. As a result of the voluntary restrictions by insiders, all other Global Crossing shareholders will be able to sell at least 17% of their holdings in the tender, if they desire.
...”

Seems fair to me.
I played around with the numbers for a little while and it is very unlikely that “all shareholders tender all of their eligible shares,” therefore, i think it is reasonable to expect that “all other Global Crossing shareholders will be able to sell” more than 17% of their shares for $62.75. Now, after serious consideration, i have decided not to tender any of my original shares. I still have a order to buy at $37. 75 that i placed after the FRO merger announcement (stock went to $40 then rebounded) and if that order is filled i will tender those shares.

Does anyone else plan to tender?