The Penny King's Free and Clear M&A Fund (FCMAF)

[mmayr]

What ever happened to the Penny King?

eom

[mmayr]

How is the fund going? eom

[thepennyking]

The Federal Reserve Board on Monday announced its approval of the applications filed under the Bank Holding Company Act by Manulife Financial Corporation, Toronto, Canada, to become a bank holding company and acquire John Hancock Financial Services, Inc., Boston, Massachusetts, and thereby indirectly acquire First Signature Bank and Trust Company, Portsmouth, New Hampshire; and by John Hancock Financial Services, Inc., to become a bank holding company and retain control of First Signature Bank and Trust Company.

http://www.federalreserve.gov/boarddocs/press/orders/2004/default.htm

[thepennyking]

Florida Noncompete Agreements are Enforceable Post-merger
liz [e-mail]
Tue, 29 Apr 2003 21:45:07 -0400 (EDT)

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--------------------------------------------------------------------------------

On Tue, 29 Apr 2003, Haim Dimer wrote:
> I heard that because Florida is a right to work state, non-compete
> agreement don't stand in a state court of law. Is it true?

"Right to work" is a euphemism for "anti-union." It means that in
Florida, you cannot have a "closed shop" in which individuals may not work
unless they are members of the applicable labor union.

This does not mean that non-compete agreements are not enforced in
Florida. They are, with some exceptions (for example, overly broad and
unreasonable restrictions.) It has nothing to do with non-compete
agreements.

Florida is a very pro-management state. It is also called an "at-will"
work state, which means that in the absence of a contract otherwise, and
provided that there is no discrimination based on membership in protected
classes of persons, in general employees can be fired for no reason at any
time.

[thepennyking]

Delaware Supreme Court on Fiduciary Outs in Merger Agreements
[PDF/Adobe Acrobat]
... on “Fiduciary Outs” in Merger Agreements. The Delaware Supreme Court has issued its opinion explicating its summary ...
www.realcorporatelaw.com/pdfs/wlrk0403.pdf


http://www.realcorporatelaw.com/pdfs/wlrk0403.pdf

[thepennyking]

Excluding Third-Party Beneficiaries from Merger Agreements

by: James A. Smith

Synopsis

Often, in a merger-acquisition negotiated by two companies, the target company’s shareholders receive a premium price for their shares. In the ordinary sense, the target’s shareholders are "beneficiaries" of the merger agreement. If the agreement is clear on the point, however, the target company’s shareholders are not third party beneficiaries and cannot sue the buyer for breach. Let’s look at a case study.

The Merger Agreement

Acme and Beta executed a definitive merger agreement. All shares of Beta were to be redeemed for cash. The price was tied to the market price of Acme shares, and included a premium for Beta’s shareholders - at least 25% over the last market quote for Beta shares before the deal was announced.

The Acme-Beta Merger Agreement contained "General Provisions." These "boilerplate" clauses were in the first draft of the agreement and were never revised during negotiations. They included such prosaic matters as addresses for notices, choice of governing law and counterpart execution. The General Provisions also included this clause:

"Entire Agreement; No Third Party Beneficiaries. This Agreement is the entire agreement between the Parties concerning its subject matter, supersedes all prior agreements and understandings, whether or not written, and is not intended to confer upon any person other than the Parties any rights or remedies hereunder."

Termination

On the eve of the merger, Acme terminated, claiming a substantial change in Beta’s circumstances had occurred. The next day, Beta’s share price fell back to premerger levels and no other buyer was interested in matching Acme’s offer. Some angry Beta shareholders consulted a well-known class-action securities lawyer, Matthew Browning, hoping to sue Acme for the price premium they lost. They asked him to work on a contingency fee. Browning studied the merger agreement, especially the General Provisions, then shook his head.

"I tried to make a claim like this once," he told the shareholders, "but I won’t try again. You won’t get to trial, so you won’t have much leverage for a settlement."

Browning explained: "The problem is, this merger agreement is between Acme and Beta, and you shareholders are not parties to the agreement. Normally, only a party to a contract can sue. Sometimes, you can sue as a third party beneficiary, but this agreement specifies that there are no third party beneficiaries. I know it sounds funny, but you can’t sue for breach, even if there was a breach. I wouldn’t take this case on a contingency and I wouldn’t advise you to spend money suing Acme."

One of the disappointed shareholders was Harold Nelson, president of his own company. Nelson called his lawyer, Nancy Tatum, and asked her if Browning was right. Nancy asked for a copy of the Acme-Beta merger agreement and other papers and told Nelson she would review the cases and send him a memo.

"I can’t afford any memos," Nelson protested. "Just call me when you know whether we can sue." Nancy Tatum set to work in the library, and here is what she found.

Excluding Third Parties

Nancy noted first that the merger agreement was governed by the law of Delaware, Acme’s state of incorporation. Delaware’s common law of contracts holds that no one can be a third party beneficiary of a contract unless it is apparent on the face of the contract that the parties to the contract intended to confer that status on others. Insurance Company of North America v. Waterhouse, 424 A.2d 675, 678 (Del. Sup. 1980). Michigan follows the same rule, by statute. MCL 600.1405, MSA 27A.1405.

"The courts use an objective standard to determine whether a plaintiff is a third-party beneficiary under the statute. The contract itself reveals the parties’ intentions. The parties’ motives and subjective intentions are irrelevant in determining whether a plaintiff is a third-party beneficiary. * * * " Frick v. Patrick, 165 Mich. App. 689, 694, lv. den., 431 Mich 872 (1988).

See also, Rieth-Riley Construction Co. v. Dept. of Transportation, 136 Mich. App. 425 (1984), lv. den., 422 Mich. 911 (1985).

So, Nancy knew what it takes to convince a court that someone is a third party beneficiary. It must be objectively clear from the terms of the contract itself. What about a contract which says that nobody is a third party beneficiary, even when the whole point of the agreement was to benefit an obvious group?

Nancy found few cases, but they supported Browning's advice to the Beta shareholders. The Oklahoma Court of Appeals addressed this question in Cities Service Company v. Gulf Oil Corp., 797 P.2d 1009 (Okla. App. 1990), reh. den., 5/29/90; cert. den., 9/18/90 (Okla. S. Ct.). Gulf Oil had agreed to acquire Cities Service, but canceled the deal when the Federal Trade Commission obtained a temporary restraining order enjoining the merger. Cities Service sued Gulf for breach, joined by two shareholders, who contended that they were third party beneficiaries of the contract.

The Cities Service - Gulf merger agreement, §10.8, provided:

"Section 10.8 Miscellaneous. This agreement . . . (i) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter here [sic]; (ii) is not intended to confer upon any other person any rights or remedies hereunder; . . ." 797 P.2d at 1011.

The trial court dismissed both Cities Service’s claim for the premium its shareholders would have received and the shareholders’ direct claims for the premium. The Oklahoma Appeals Court affirmed, ruling:

"* * * Because of Section 10.8 of the merger agreement, we hold that the parties to said agreement (Cities, Gulf and GOCA [a Gulf subsidiary]) did not intend to confer upon the shareholders a right to receive performance by the promisor, Gulf, and therefore the shareholders were not in the legal sense third-party beneficiaries of the merger agreement." 797 P. 2d at 1012.

The Cities Service shareholders argued that they were the ones who were to receive the premium price offered by Gulf, so the "no third parties" clause could not have been intended to apply to them. The Oklahoma court turned this intuition around: because the shareholders were the "only class of potential third-party beneficiaries evident on the face of the contract", ibid., and the corporate parties took pains to exclude third party beneficiaries, this clause must have been intended to exclude the shareholders.

Similar results have been reached in other courts. Disappointed Cities Service shareholders also filed class actions in New York. In re Gulf Oil/Cities Service Tender Offer Litigation, 725 F. Supp. 712 (SDNY 1989). Applying Delaware law, the District Court ruled that "any other person" was clear and unambiguous language which excluded the shareholders from any right to sue. In an unreported decision dealing with another failed merger, the Ohio Court of Appeals refused to allow shareholders to sue when a merger agreement excluded third party beneficiaries. Matheny v. Ohio Bancorp, 1994 Ohio App Lexis 6007.

Corbin on Contracts, §776, at 7 (Supp., 1971) expresses a similar view:

"f two contracting parties expressly provide that some third party who will be benefitted by performance shall have no legally enforceable right, the courts should effectuate the express intent by denying the third party any remedy."

The Restatement of Contracts 2d, §302, observes that persons, who otherwise might meet the tests for third party beneficiary status, will be denied the right to sue when it is "otherwise agreed between promisor and promisee."

Her research done, Nancy Tatum called Mr. Nelson and told him that Matthew Browning gave him good advice. "Browning wouldn't take the case on a contingency because he knew he'd never get a fee," she said. "You would be wasting your money if you paid a lawyer to sue, and Browning was right to say so."

"Why didn't the Board insist that shareholders like me be included in the agreement?" Nelson asked. "Isn't that their job?"

Nancy explained: "It's the directors’ job to get the best deal they can for the shareholders, but they can't do the impossible. I believe Acme never would have signed the agreement without that clause. I certainly wouldn't let you sign one."

"I bet the board had their own sweet deal to sell their shares," Nelson fumed.

"Yes, they did sign lockup agreements", Nancy replied, "but that won't give them the right to sue, either. Acme's lawyers did a good job on the lockups, too."

RELATED AGREEMENTS

"Lockup" agreements, made between the acquiring company and shareholders of the target, frequently accompany merger agreements. The target’s key shareholders agree to vote for the merger and to tender their shares. Usually, there is no separate agreement to purchase them; the lockup is executed to induce the acquiror to enter into the merger agreement. Another form of "extrinsic" agreement is the tender offer made to other target shareholders, under which the acquiror offers to purchase shares, subject to the conditions of the merger agreement.

If the merger agreement and all related agreements have their own integration and "no third party" clauses, the courts will not merge the agreements into a "super contract" under which the target shareholders could sue. Lockup agreements can define their parties to include only the acquiror and the signing shareholder, thus excluding the target company and its other shareholders as parties. They also can exclude third party beneficiaries. Both courts which decided the Gulf Oil/Cities Service disputes ruled that the existence of such other agreements did not make target shareholders parties to or third party beneficiaries of the merger agreement.

"Faced with § 10.8’s preclusive effect on their third-party beneficiary argument, plaintiffs argue that § 10.8 does not apply to shareholders because it includes ‘instruments . . . referred in the Agreement' and the Offer to Purchase was referred to in the Merger agreement. * * * Defendants correctly respond that the language ‘instruments . . . referred in the Agreement’ is limited to those agreements ‘among the parties’ and, since even the shareholders agree they were not ‘parties’ to the Merger Agreement, plaintiffs’ imaginative reading of § 10.8 fails." Gulf Oil/Cities Service, supra, 725 F. Supp. at 733-734.

See also Cities Service Co. v. Gulf Oil Co, supra, 797 P. 2d at 1012 (shareholders not parties to merger agreement by virtue of tender agreement).

All agreements used in connection with the merger must be reviewed carefully to determine whether they could be read together to confer rights on ancillary parties. If drawn carefully, they will not. An example of problems created by lack of "boilerplate" is found in the litigation over the failed acquisition of ICO, Inc. Bush et al. v. Brunswick Corp. et al., 783 S.W.2d 724 (Ct. App. Tex. 1989), reh. den. (2/13/90); Brunswick Corp. et al. v. Bush et al., 829 S.W.2d 352 (Tex. App. 1992).

Brunswick agreed to acquire ICO, Inc., through merger with a new Brunswick subsidiary, "ICO Transitory". Brunswick also made lockup agreements with seven ICO shareholders, who held 51% of ICO’s stock. The merger agreement provided that it was "not intended to confer upon any other person any rights or remedies". It also "superseded all other prior oral agreements and understandings between the parties", but did not provide that it was the "entire agreement" between the parties. The lockup agreements lacked "entire agreement" and "supersedes other agreements" clauses, and did not exclude third parties.

When trouble developed, ICO sued, alleging anticipatory breach by Brunswick. The seven shareholders who had made lockup agreements petitioned to intervene, claiming third party beneficiary status. The Texas Court of Appeals ruled that the seven insiders could intervene, because the merger agreement had no "entire agreement" clause. The Court read the lockup agreements together with the merger agreement, concluding that the shareholders were intended beneficiaries of the merger agreement and could sue for its breach. The court read "any other person" as meaning persons other than the necessary participants in the merger. The court observed that the parties could have used language such as "no person who is not a party to the Merger Agreement", if that was what they meant. 783 S.W.2d at 730.

In its second opinion, the Texas court held that the seven insiders could sue for themselves, but not for a class of all ICO shareholders, because the shareholders who had not signed lockups were not necessary parties to the merger. 829 S.W.2d 352. This anomalous result probably could have been avoided if both merger and lockup agreements had used all of the necessary "boilerplate".

Nancy Tatum explained to Nelson that Acme had been careful to include all the necessary clauses in both the merger and the lockup agreements. Nelson listened to this explanation quietly, then asked: "Do we have clauses like these in our contracts?"

"Yes, in the contracts I’ve prepared", Nancy replied. "The only time I don't use a standard "no third parties" clause is when you really mean to create a third party beneficiary. There were some third party beneficiaries in one deal, when you agreed to honor agreements with employees of the company you bought. But we made sure the employees were the only third party beneficiaries, and only as to those agreements."

"Thanks, Nancy. I guess I'm getting good advice."

Nelson was right. He was getting good advice, both on his own company's contracts and on the contract between Acme and Beta. Using a no third party beneficiary clause is easy, seldom controversial in negotiating a deal, and can be crucial to defending a claim of breach. Coupled with integration and supersession clauses, it will do the job intended by the parties.

======================

This article originally appeared in the June 1999 edition of the Michigan Bar Journal.

http://www.bodmanlongley.com/a-122099.htm

[thepennyking]

Form 8-K for ALLEGIANCE TELECOM INC


--------------------------------------------------------------------------------

31-Mar-2004

Regulation FD Disclosure


ITEM 9. REGULATION FD DISCLOSURE.


Operating Statement

On March 30, 2004, Allegiance Telecom, Inc. and all of its subsidiaries (the "Company") filed their monthly operating statement for the month of February 2004 (the "Operating Statement") with the U.S. Bankruptcy Court for the Southern District of New York. A copy of the Operating Statement is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.



The Operating Statement is in a format prescribed by the applicable bankruptcy laws. The Company cautions readers not to place undue reliance upon the information contained in the Operating Statement. The information in the Operating Statement has been prepared in accordance with accounting standards generally accepted in the United States of America for interim reporting. Certain information and footnote disclosures required by accounting principles generally accepted in the United States of America have been condensed or omitted for purposes of this Operating Statement. There can be no assurance that the Operating Statement is complete, and the Company undertakes no obligation to update or revise this Statement. The Operating Statement has not been audited or reviewed by independent accountants.



The unaudited information in the Operating Statement is subject to further review and potential adjustments and are not necessarily indicative of the results that may be expected for the quarter ending March 31, 2004 or the year ending December 31, 2004. In addition, the Operating Statement contains information for periods which may be shorter or otherwise different from those contained in the Company's reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the substance and format of the Operating Statement does not allow for meaningful comparison with the Company's regular publicly disclosed consolidated financial statements. Results set forth in the Operating Statement should not be viewed as indicative of future results.



Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the Operating Statement and other information in this report (including exhibits) is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing. This report will not be deemed an admission as to the materiality

[thepennyking]

Allegiance Telecom Files Plan of Reorganization
Thursday March 18, 4:53 pm ET


DALLAS, March 18 /PRNewswire-FirstCall/ -- Allegiance Telecom, Inc. (OTC Bulletin Board: ALGXQ - News), a national local exchange carrier providing competitive telecom services to business, filed its proposed plan of reorganization with Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York.


Later today, the company will file a disclosure statement that explains the details of the proposed plan. The proposed plan and the disclosure statement will be available via the court's website, at www.nysb.uscourts.gov . Please note that a PACER password is required to access documents on the Bankruptcy Court's website. The Company's bankruptcy case number is 03-3057(RDD). Additional information regarding the Company's reorganization is available at www.algx.com/restructuring .

The company will request that a hearing on the adequacy of the disclosure statement and related procedures to solicit votes in favor of the plan be scheduled by the Bankruptcy Court for April 16, 2004.

On February 13, 2004, Allegiance selected XO Communications Inc. (OTC Bulletin Board: XOCM - News) as the winning bidder to purchase substantially all of the assets of Allegiance Telecom and its subsidiaries, including the stock of Allegiance's regulated operating subsidiaries. XO will not purchase Allegiance's customer premises equipment sales and maintenance business operated under the name of Shared Technologies, its dedicated dial-up access services business with Level 3, and certain other Allegiance assets and operations. Under the terms of its bid, XO will purchase substantially all of Allegiance's assets for approximately $311 million in cash and approximately 45.38 million shares of XO common stock. The bid was approved by the court on Feb. 19, 2004, and is currently undergoing certain federal and state government approvals. The Company anticipates that, subsequent to receipt of the federal approvals which are expected by mid-April, 2004, XO Communications will run the Allegiance business under the terms of an operating agreement until final closing.

Allegiance also recently announced that it reached a settlement with Level 3 Communications, which subject to approval of the Allegiance bankruptcy court and other conditions, would terminate a multi-year contract Level 3 has to purchase wholesale dial access services, including the use of operating equipment, from Allegiance. Under this settlement, Level 3 has agreed to pay Allegiance $54 million in cash in exchange for Allegiance's contract with Level 3 and certain associated assets dedicated to this contract.

With the sale to XO and the settlement agreement with Level 3, Allegiance's remaining operations consist of its Shared Technology customer premise equipment installation and maintenance business and the Allegiance shared hosting business. The Company plans to operate the Shared Technology business as a free-standing enterprise, the stock of which will be held for the benefit of, or distributed to, the Allegiance creditors. Allegiance is in the process of selling its shared hosting business.

Allegiance Telecom is a facilities-based national local exchange carrier headquartered in Dallas, Texas. It announced financial restructuring plans under Chapter 11 of the U.S. Bankruptcy Code on May 14, 2003.

As a leader in competitive local service for medium and small businesses, Allegiance offers "One source for business telecom(TM)" -- a complete package of telecommunications services, including local, long distance, international calling, high-speed data transmission and Internet services and a full suite of customer premise communications equipment and service offerings.

Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and the Company intends that such forward- looking statements be subject to the safe harbors created thereby. The words "believes," "expects," "estimates," "anticipates," "plans," "will be" and "forecasts" and similar words or expressions identify forward-looking statements made by or on behalf of the Company. These forward-looking statements were derived using numerous assumptions and are subject to many uncertainties and factors that may cause the actual results of the Company to be materially different from those stated in such forward-looking statements. Examples of such uncertainties and factors include, but are not limited to, the impact of the bankruptcy filing and transactions entered into in connection therewith (including the potential sale of some or all of the company's assets and operations) on the Company's business, the Company's ability to timely and effectively provision new customers; the Company's ability to retain existing customers, the Company's ability to develop and maintain efficient billing, customer service and information systems; and technological, regulatory or other developments in the industry and general economy that might adversely affect the Company. Additional factors are set forth in the Company's SEC reports, including but not limited to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. The Company does not undertake any obligation to update or revise any forward-looking statement made by it or on its behalf, whether as a result of new information, future events or otherwise.




--------------------------------------------------------------------------------
Source: Allegiance Telecom, Inc.

[thepennyking]

OAO GMK Norilsk Nickel, the world's largest producer of nickel and palladium, bought 20 percent of Gold Fields Ltd. for 7.62 billion South African rand ($1.17 billion) as the Russian mining company develops interests abroad.

Gold Fields, based in Johannesburg, is the world's fourth- largest gold producer. Anglo American Plc of London will make a profit of $480 million on the sale of the stake to Norilsk, the company said in a statement to the Regulatory News Service.

Norilsk Nickel, based in Moscow, became Russia's biggest gold miner after it bought ZAO Polyus in 2002 and is benefiting after nickel prices this year peaked at a 14-year high and platinum surged to a 24-year high. The company mined 25.9 tons of gold in 2003 and plans to quadruple output during the next four or five years.

Norilsk Deputy Chief Executive Leonid Rozhetskin in an e- mailed statement called the transaction an ``excellent investment,'' consistent with its plans to expand in gold mining.

Norilsk shares rose $3, or 4.1 percent, to $76 in Moscow as of 12:19 p.m. The stock has climbed 53 percent over the past six months.

Gold Fields said it has not had any talks with Norilsk representatives.

``We were informed this morning'' of the transaction, said Willie Jacobsz, Gold Fields' spokesman in Johannesburg. ``We haven't met with them. I am sure we will be meeting them.''

Norilsk will seek seats on the Gold Fields board of directors at the annual shareholder meeting, the Russian miner's head of strategy, Christophe Charlier, said in a telephone interview. It has ``high respect'' for Gold Fields' management and ``for now'' doesn't plan to increase the stake in the company, he said.

``We hope this transaction will strengthen the relationship with Gold Fields,'' Charlier said. ``We'll jointly explore opportunities for mining worldwide.''



To contact the reporter on this story:
Antony Sguazzin in the Johannesburg bureau,
or [e-mail]
Vladimir Todres in Moscow at [e-mail].

To contact the editor of this story:
Tim Coulter in London at [e-mail].
Willy Morris in Vienna at [e-mail].
Stephen Farr at [e-mail]

[thepennyking]

Merger Activity Seen Cooling
Sunday March 28, 6:22 pm ET
By Sophy Tonder and Jessica Hall

LONDON/NEW YORK (Reuters) - Investment bankers are feasting on the biggest glut of mergers since the late 1990s, but recent market volatility and geopolitical upheaval have tempered the frenetic deal pace, and cast some doubt on the outlook for the rest of 2004.



Through Friday, global merger and acquisition volume jumped more than 90 percent in the first quarter to $514.6 billion, compared with $265.4 billion in last year's first quarter, according to preliminary figures from research firm Thomson Financial.

The spike in deal flow comes after a three-year slump in takeover activity, which stung investment banks that had come to rely on lucrative advisory fees during the merger craze of 1999 and 2000.

Bankers do not expect to see a return to the days of merger mania, as corporate chiefs are still cautious about embarking on expensive acquisitions. But the fast start to the year had left many dreaming of better days, and bonuses, ahead.

"There is a better tone in boardrooms around the world as to considering M&A now, but people are much more cautious than they were at the height of the M&A boom," said Anthony Alt, chairman of investment banking at Rothschild.

BIG DEAL

Bankers say the flurry of mega bids worth tens of billions of dollars each that have swollen M&A volumes so far this year will be hard to sustain due to faltering markets, uncertain political situations in several countries and the continued fear of terror attacks around the globe.

"I don't think we are going to continue with the kind of run rates that we've seen in the first few months," said Heino Teschmacher, European head of M&A at UBS.

Europe and the United States have produced four $40 billion-plus bids so far this year, including a 46-billion-euro ($56.03 billion) bid for French drug group Aventis (Paris:AVEP.PA - News) from its rival Sanofi Synthelabo (Paris:SASY.PA - News).

"There are more of those kind of deals in the pipeline, but at the end of the year, I can see market volume up by about 25 (percent) to 35 percent, instead of the 80 (percent) to 90 percent (increase) of the first quarter," said Teschmacher of UBS.

After a strong start to the year, the U.S. stock market stumbled in early March, erasing its 2004 gains. Shares cooled further after a wave of high-profile attacks spooked investors around the globe and weighed on financial markets.

A deadly March 11 bombing in Madrid was followed by an assassination attempt on the life of Taiwan's president and last week's assassination by Israel of Hamas leader Sheikh Ahmed Yassin.

Despite some gains in U.S. stocks on Friday, the markets' overall weakness and geopolitical unrest have made companies less interested in making bold and flashy merger announcements, investment bankers said.

Confidence could return, but for now the economic uncertainty has pushed some deals to the sidelines, they said.

WATCH AND WAIT

Companies also have become wallflowers instead of actively looking for partners as they watch several large, hostile takeover battles play out.

Comcast Corp.'s (NasdaqNM:CMCSA - News) $48 billion hostile bid for The Walt Disney Co. (NYSE:DIS - News), for example, would transform industries from cable TV to entertainment and broadcasting. So companies are waiting to see how their sectors would be changed before making their next move, bankers said.

Bankers say the return of the hostile bid, such as Sanofi's bid for Aventis, illustrates how the M&A market has turned.

Hostile bids are usually a feature of the top or the bottom of the market, bankers say, and they are encouraged that companies are now willing to pay up to get their hands on favorite targets.

Paolo Pereira, Morgan Stanley's head of European mergers and acquisitions, is confident 2004 will continue to produce a strong deal flow.

"We expect the current M&A market recovery to continue, driven by ... economic and capital markets recovery, as well as by sector-specific dynamics," Pereira said.

He expects financial institutions, health care, utilities and TMT (telecoms, media and technology) to be the most active sectors. (Additional reporting by Julie MacIntosh in New York)

[thepennyking]

Yahoo buys European comparison site for $574 mln
CBS MarketWatch

LONDON - Internet portal Yahoo on Friday said it was buying Kelkoo, Europe's leading price comparison-shopping site, for around 475 million euros ($574 million) in cash.

Kelkoo earns commissions from merchants for click-throughs, or customer referrals. Its product search engine compares prices from 2,500 merchants in categories that include books, music, travel and consumer electronics.

The deal could also bring Yahoo into a potential conflict with rival Microsoft . Microsoft's MSN Internet portal has had a pan-European referral agreement with Kelkoo for about a year.

The "vast majority" of Kelkoo's revenue and traffic stem from visits from its own sites in 10 European countries, but MSN is its largest outside referral partner, said Pierre Chappaz, chief executive officer and founder of Kelkoo, in an interview.

He said he's not expecting any change to the MSN relationship.

A spokesman for MSN in London said the Microsoft portal division also isn't anticipating any change to the relationship, which is based on sharing revenue from referrals. "Our partnership with Kelkoo is still in place and there's no change at all," he said.

Yahoo shares were up 19 cents, or 0.4 percent, to $47.13.

Sales last year surged to 42 million euros, up 170 percent on the year. Earnings totaled 11 million euro. Kelkoo has been profitable since the fourth quarter of 2002, Yahoo said.

Yahoo expects to complete the deal in the second quarter of 2004.

The acquisition is a way for Yahoo "to reach more people (and offers) more ways to make our services more useful," said John Marcom, Yahoo's senior vice president international operations. For now, Yahoo has no plans for a re-branding, he also said.

"We'll look for the appropriate ways to link it with Yahoo, if it makes sense," he said. "Kelkoo markets itself extremely well and they are very good at it."

Consumer electronics, led by digital cameras and DVDs, are its largest category, Chappaz said. The U.K. is its biggest market, with with over 13 million unique users per month, the Kelkoo website says.

For its part, venture capital backed Kelkoo decided to link with Yahoo instead seeking an initial public offering to back an expansion. An IPO was one of its options, Chappaz noted.

"The product search markets were really becoming a world-wide market," he said. "We are pragmatic people; we couldn't become the worldwide leader alone... This is why we have been looking at partnering with Yahoo."

Yahoo said it isn't anticipating any job cuts; Kelkoo currently employs around 250 people in Europe. Yahoo shares ended up 5.5 percent Thursday at $46.94.

VC backers in Kelkoo since its creation in 1999, include Banexi Venture Partners, Sgam (Societe Generale) and Innovacom from France, Netjuice and BBVA from Spain, and Kistefos from Norway.

[thepennyking]

InfoSpace to buy Switchboard for $170 million in cash
CBS MarketWatch

SAN FRANCISCO -- In a bid to capture a piece of the surge in yellow-page advertising on the Web, InfoSpace said Friday that has agreed to acquire Switchboard Inc. for $170 million in cash.


Shares of Switchboard soared 27 percent to $7.76 while InfoSpace jumped 14 percent to $36 in a week jam-packed Internet mergers.

As part of the deal, InfoSpace is paying Switchboard shareholders $7.75 per share, representing a 29 percent premium above Switchboard's market value before the deal was announced.

By taking control of the Switchboard.com site, InfoSpace said it would lay claim to 23 percent of online yellow-pages searches. Those searches come mostly from InfoSpace.com and Switchboard.com branded sites.

But they also come from InfoSpace's other sites, such as Dogpile and Metacrawler, or distribution partners like ABCNews.com.

The acquisition is expected to close July 1, and is estimated to add $10 million to $12 million in sales and $4 million to $5 million in cash flow in the second half of the year.

"It's complementary," said Brian McManus, InfoSpace executive vice president of strategy, in an interview.

InfoSpace and Switchboard both focus on building up their online distribution. Both generate an online audience from either their own branded sites or from other Web sites partners.

Both companies then rely on other companies to aggregate advertisers.

InfoSpace's distribution platform, made up of a network of sites, displays advertisements from Yahoo-owned Overture, Google and FindWhat.com. It also provides yellow page advertisements from Verizon , the nationwide phone operator with a huge local sales force out on the street getting tiny merchants to place their advertisements in those big fat yellow pages books.

Another similarity between InfoSpace and Switchboard is that both companies have technology to offer private-label solutions. For instance, Switchboard powers Time Warner's AOL's yellow pages.

While InfoSpace gets bigger with Switchboard, the winner of this race remains to be unknown.

Verizon dominates the yellow page business in the print world because it has both a nationwide footprint and a sales force. Verizon is also aggressively positioning its Superpages.com as the nationwide site for local information.

At the moment, an estimated $450 million in local advertisements were placed on the Web in 2003, according to The Kelsey Group. That number is expected to grow 25 percent annually and make up 30 percent of the total $15 billion in yellow page advertising.

Meanwhile, Yahoo and Google have turned on the heat by launching their own local initiatives. Yahoo unveiled Smartview - a site that incorporates maps and listings dynamically while Google is beginning to list several local listings at the top of its search-results pages for any search that specifies a location. For instance, someone typing in "Plumbers in Sag Harbor" will see a link at the top of the results search page for local plumbers in that town.

The question becomes: Will local merchants prefer to put their dollars onto destination sites that are branded as the next-generation yellow pages? Or will local advertisers like having their ads displayed on a network of sites?

McManus said both options make sense for advertisers.

Accordingly, InfoSpace will focus on building up its brands as destination sites but will also continue to work on distribution through its partners.

[thepennyking]

Changes in Control of Registrant, Acquisition or Disposition of Assets, Other

http://www.investorshub.com/boards/read_msg.asp?message_id=2691779

Thinking Tools, Inc. Acquires GVI Security, Inc.

http://biz.yahoo.com/bw/040223/235241_1.html

http://www.nasdaq.com/asp/quotes_sec.asp?symbol=TSIM&selected=TSIM&page=filings

Thinking Tools, Inc. Board Approves Recapitalization and Name Change
Friday February 27, 9:00 am ET


NEW YORK--(BUSINESS WIRE)--Feb. 27, 2004--Thinking Tools, Inc. (OTCBB:TSIM - News), a provider of complete video surveillance solutions to the fast-growing retail, business-to-business, professional, and homeland security market segments, today announced that its Board of Directors approved certain actions in connection with its recently completed acquisition of GVI Security.
In connection with the GVI acquisition, the Company issued shares of preferred stock convertible into an aggregate of approximately 1.9 billion shares of common stock. To permit the conversion of these shares of preferred stock, and in accordance with its obligations under the merger agreement with GVI Security, the Board of Directors of the Company has approved a one-for-65 reverse stock split of the Company's common stock, and an increase in its authorized shares of common stock from 20,000,000 to 75,000,000.

In addition, to reflect its new business, Thinking Tools' Board of Directors approved the change of the Company's name to GVI Security Solutions, Inc.

The recapitalization and name change are subject to stockholder approval, which the Company anticipates obtaining shortly, and will become effective after requisite filings are made with the Securities and Exchange Commission and the filing of a Certificate of Amendment to the Company's Certificate of Incorporation with the Delaware Secretary of State.

Following the filing of such Certificate of Amendment, based on the current number of outstanding shares of the Company's common stock and shares of preferred stock that will convert into common stock at such time, the Company will have outstanding approximately 30 million shares of common stock.

About Thinking Tools:

Through its acquisition of GVI, Thinking Tools provides complete video surveillance solutions to the fast-growing retail, business-to-business, professional, and homeland security market segments. The Company is the exclusive distributor of Samsung Electronics video security products in both North and South America and the Caribbean, and distributes video surveillance and other security products to wholesale distributors and consumers. The Company also serves the import, support, marketing, inventory, warranty, and distribution needs of Samsung and other high technology manufacturers.

Some of the statements made by Thinking Tools, Inc. in this press release are forward-looking in nature. Actual results may differ materially from those projected in forward-looking statements. Thinking Tools believes that its primary risk factors include, but are not limited to: reliance on primary supplier; effective integration of recently acquired operations and personnel; expansion risks; effective internal processes and systems; the ability to attract and retain high quality employees; changes in the overall economy; rapid change in technology; the number and size of competitors in its markets; law and regulatory policy; and the mix of products and services offered in the company's target markets.



--------------------------------------------------------------------------------
Contact:
Thinking Tools, Inc.
Nazzareno Paciotti, 972-245-7353, ext. 2239
or
CCG Investor Relations
Crocker Coulson, 818-789-0100
[e-mail]

http://biz.yahoo.com/bw/040227/275118_1.html


http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001144204%252D04...

[thepennyking]

Convergys to Expand Learning Outsourcing Capabilities With Acquisition of DigitalThink
Thursday March 25, 7:13 am ET
Convergys to Strengthen Learning Offering by Including Innovative Content Development and Delivery Services


CINCINNATI & SAN FRANCISCO--(BUSINESS WIRE)--March 25, 2004-- Convergys Corporation (NYSE:CVG - News), the global leader in integrated billing, employee care, and customer care services, announced today it is expanding its global capabilities in learning outsourcing services to include innovative content development and delivery services through a strategic acquisition.


Convergys signed a purchase agreement to acquire San Francisco-based DigitalThink, Inc. (Nasdaq:DTHK - News) for $2.40 per share in cash, for an aggregate purchase price of approximately $120 million for all outstanding shares. DigitalThink is the leader in custom e-learning for the Fortune 1000 and the largest custom e-learning company in the industry. Its learning solutions include consulting services, cutting-edge simulations, custom online course development, and a scalable technology platform for on-demand course delivery.

"The acquisition of DigitalThink is a further demonstration of our strategic commitment to Employee Care as a major growth engine for Convergys and further strengthens our growing leadership position in HR Business Process Outsourcing. It also creates a new set of capabilities for us in the learning outsourcing segment while adding an additional revenue stream and new customers," said Steve Rolls, Convergys Executive Vice President, Global Customer Management and Employee Care. "Convergys had been working closely with DigitalThink as an alliance partner over the past several months. As a result of this strong relationship, DigitalThink became an attractive acquisition opportunity for us."

Convergys' outsourced learning capabilities will enable global organizations to improve skills and productivity for their workforce through web-based courses and simulation training.

With this acquisition, Convergys will:

offer a new set of capabilities to help the world's top organizations maximize the value of their internal and external customer relationships through customized, on-demand courses;
expand its capabilities in the HR Business Process Outsourcing market to meet the needs of large global organizations for full service learning solutions including consulting and course design, development, delivery, and administration; and
support its global HR and Customer Management clients more efficiently by accelerating the effectiveness of customer support teams through on-the-job training for client programs.
"We are excited to become a part of Convergys," said Michael Pope, President and CEO of DigitalThink. "Combining forces with Convergys will allow our customers to benefit from the broad Convergys Customer Management and Employee Care offerings, and Convergys' global client base will be able to leverage the strength of our talented employees and our extensive learning services offering."

DigitalThink is headquartered in San Francisco and has about 375 employees and many clients. Historically, EDS was the company's largest client, but as a result of a recent contract dispute, EDS is no longer a DigitalThink client.

DigitalThink's Board of Directors unanimously approved the acquisition by Convergys and signed voting agreements. Integrating the DigitalThink acquisition into Convergys will be approximately $0.02 dilutive to earnings in 2004 and neutral to accretive thereafter.

About DigitalThink

DigitalThink is the leader in custom e-learning for Fortune 1000 companies. It provides the right combination of courseware development, do-it-yourself capabilities, learning delivery, and industry-specific expertise. DigitalThink has served over 500 clients including ADP Dealer Services, BearingPoint, Circuit City, Kinko's, Mazda, and Red Hat.

About Convergys

Convergys Corporation (NYSE:CVG - News), a member of the S&P 500 and the Forbes' Platinum 400, is the global leader in integrated billing, employee care, and customer care services provided through outsourcing or licensing. We serve top companies in telecommunications, Internet, cable and broadband services, technology, financial services, and other industries in more than 40 countries. We also provide integrated, outsourced, human resource services to leading companies across a broad range of industries.

We bring together world-class resources, software, and expertise to help create valuable relationships between our clients and their customers and their employees. This commitment is validated by the more than 1.5 million individual bills our software produces each day to support more than 100 million subscribers, and by the more than 1.7 million separate customer and employee contacts we manage each day, both live and via electronic interaction.

Convergys® employs more than 55,000 people in 53 customer contact centers and in our data centers and other offices in the United States, Canada, Latin America, Europe, the Middle East, and Asia. Convergys is on the net at www.convergys.com, and has world headquarters in Cincinnati.

(Convergys and the Convergys logo are registered trademarks of Convergys Corporation.)
NOTE:

In connection with the proposed transaction, DigitalThink intends to file a proxy statement and other relevant materials with the Securities and Exchange Commission ("SEC"). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND STOCKHOLDERS OF DIGITALTHINK ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other relevant materials, and any other documents filed by DigitalThink with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and stockholders of DigitalThink may obtain free copies of the documents filed with the SEC by contacting the Chief Financial Officer of DigitalThink at [phone] or by writing to the Chief Financial Officer at DigitalThink, Inc., 601 Brannan Street, San Francisco, CA 94107. You may also read and copy any reports, statements, and other information filed by DigitalThink with the SEC at the SEC public reference room at 450 Fifth Street, NW, Room 1200, Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 or visit the SEC's web site for further information on its public reference room.

DigitalThink and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the DigitalThink stockholders in favor of the proposed transaction. Certain executive officers and directors of DigitalThink have interests in the proposed transaction that may differ from the interests of stockholders generally, including acceleration of vesting of stock options and continuation of director and officer insurance and indemnification. These interests will be described in the proxy statement when it becomes available.



--------------------------------------------------------------------------------
Contact:
Convergys Corporation
Business and Financial Media, John Pratt
[phone] or [phone]
or [e-mail]
International FreeFone, access AT&T, then 1 888 284 9900

Trade Media
Patricia Johnson
[phone] or [e-mail]

[thepennyking]

Comcast to buy TechTV, merge it with game channel
Thursday March 25, 10:39 am ET


NEW YORK, March 25 (Reuters) - Comcast Corp. (NasdaqNM:CMCSA - News), the largest U.S. cable company, on Thursday said it would buy TechTV, the cable channel devoted to the technology industry, from Vulcan Programming.
Financial terms of the deal were not disclosed.

The company, which launched an unsolicited bid for Walt Disney Co. (NYSE:DIS - News) last month, plans to combine the channel with its G4 network, which is devoted to video games.


http://biz.yahoo.com/rc/040325/media_comcast_1.html

[thepennyking]

Comcast Agrees to Purchase TechTV

/FROM PR NEWSWIRE PHILADELPHIA 800-523-4424/
TO BUSINESS AND ENTERTAINMENT EDITORS:

Comcast Agrees to Purchase TechTV

PHILADELPHIA, March 25 /PRNewswire/ -- Comcast Corporation
(Nasdaq: CMCSA, CMCSK) announced today that it has signed an agreement with
Vulcan Programming Inc. to acquire TechTV, Inc. Upon closing, Comcast will
merge TechTV with G4, the Comcast-owned television network devoted to video
games and the gamer lifestyle.
Building on the complementary strengths of two niche programming networks
that combine the worlds of technology and entertainment, the acquisition of
TechTV would create a network that complements Comcast's growing content
portfolio and expands G4's distribution. The combined channel would be
available to 44 million cable and satellite customers nationwide.
Charles Hirschhorn, founder and CEO of G4, will be the CEO of the combined
network. "This merger is a win for G4; a win for TechTV; and a win for our
advertising and affiliate partners," said Hirschhorn. "The result will be one
compelling TV channel that showcases the fun and entertaining side of games
and technology with the distribution necessary to achieve broad appeal."
EchoStar Communications Corporation (Nasdaq: DISH) will have an equity
interest in the combined entity and has agreed to make the channel available
to its DISH Network customers who subscribe to its mid-level America's Top 120
programming package or greater.
The transaction is subject to customary closing conditions and regulatory
approvals. Financial terms were not disclosed.
Launched in 2002, G4 is currently seen in 15 million cable homes
nationwide and was created for the 145 million gamers in the United States who
spend upwards of $11 billion annually on video games. TechTV, previously
known as Ziff-Davis TV (ZDTV), was launched in 1998, was purchased by Vulcan
Programming Inc. in 2000 and is now available in 43 million homes in the
United States.

About G4
Headquartered in Los Angeles, G4 (www.g4tv.com) is the premier 24/7
television network devoted to the world of video games and the people who play
them. Geared toward viewers aged 12-34, G4 is the leading source of
entertainment and information about everything game - from video to online to
computer to wireless. The network airs in 13.3 million homes in 47 of the top
50 DMA's nationwide on Comcast, Time Warner, Cox, Insight, Mediacom, Bright
House Networks and RCN cable systems. Launched in 2002, G4 is owned by
Comcast Corporation.

About TechTV
TechTV is the category-defining cable and satellite network that showcases
the smart, edgy and unexpected side of technology. By telling stories through
the prism of technology, TechTV intrigues viewers with everything from help
and information to cutting-edge factual programming and outrageous late-night
fun. TechTV viewers are highly interactive and passionate about
engaging in the television experience and log a monthly average of 1.8 million
unique visitors to TechTV.com. TechTV is currently available in more than
43 million homes in the United States and distributes content to more than
70 countries.

About Comcast
Comcast Corporation (Nasdaq: CMCSA, CMCSK) (www.comcast.com) is
principally involved in the development, management and operation of broadband
cable networks and in the provision of programming content. The Company is
the largest cable company in the United States, serving more than 21 million
cable subscribers. The Company's content businesses include majority
ownership of Comcast Spectacor, Comcast SportsNet, E! Entertainment
Television, Style Network, The Golf Channel, Outdoor Life Network and G4.
Comcast Class A common stock and Class A Special common stock trade on The
NASDAQ Stock Market under the symbols CMCSA and CMCSK, respectively.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: Statements in this press release regarding Comcast Corporation which
are not historical facts are "forward-looking statements" that involve risks
and uncertainties. For a discussion of such risks and uncertainties, which
could cause actual results to differ from those contained in the forward-
looking statements, see "Risk Factors" in the Comcast Corporation's Annual
Report or Form 10-K for the most recently ended fiscal year.

SOURCE Comcast Corporation

/CONTACT: Jenni Moyer, Comcast Corporation, [phone]; or
David Shane, G4, [phone]/

/Web site: http://www.g4tv.com /


/Web site: http://www.comcast.com /

[mmayr]

http://139.142.147.218/StockChart_ImageOnly.dll?cus=0&co=ask&i_chart=0&inm=5&ind=2&a...

[thepennyking]

Safescript Pharmacies, Inc. Files to Reorganize Under Chapter
1 Bankruptcy Protection ( PRNewswire-FirstCall )
B: Safescript Pharmacies, Inc. Files to Reorganize Under Chapter 11 Bankruptcy P
otection ( PRNewswire-FirstCall )
LONGVIEW, Texas, Mar 22, 2004 /PRNewswire-FirstCall via COMTEX/ -- Safescript
Pharmacies, Inc. (OTC Pink Sheets: SAFS) announced that its board of directors
filed a petition late Friday, March 19, 2004 in the Federal Bankruptcy Court for
protection under Chapter 11 of the United States Bankruptcy Code on behalf of
Safescript Pharmacies, Inc. The Company's onerous debt structure, created by its
previous management, coupled with numerous judgments and pending legal action
against the Company, jeopardized the much-needed funding negotiations, thereby
prompting the board's decision.

Plans for reorganization are currently under development and it is Safescript
management's intention to position the Company to emerge from bankruptcy as
quickly as possible. Plans will include retaining the ten pharmacies that are
either currently generating or will soon generate positive cash flow. The ten
pharmacies that will represent the core of Safescript's operations are located
in Longview, TX; Texarkana, TX; Alexandria, LA; Baton Rouge, LA; Bossier City,
LA; two location in Shreveport, LA; and two locations in New Orleans, LA.
Corporate overhead will continue to be streamlined and the sales effort will be
integrated into the field operations for better and more efficient
communication.

"We expect this reorganization to provide Safescript with a fresh start. We
expect to emerge a leaner and more efficient organization," commented Ed
Dmytryk, Safescript's recently appointed CEO. "We intend to expeditiously create
a reorganization plan that will provide a solid foundation to grow this unique
business model, attract additional working capital and regain value for our
shareholders."

About Safescript Pharmacies, Inc.

Safescript Pharmacies, Inc. is a public holding company with four operating
subsidiaries, Safe Med Systems, Inc., Safescript Holdings, Inc., Pegasus
Pharmacies, Inc. and Advanced Pharmacy Solutions, Inc. Safe Med Systems, Inc. is
a medical communications/technology company that provides state-of-the-art,
prescription units loaded with patent-pending software and secure, broadband
wireless technology. Safescript Holdings, Inc. and Pegasus Pharmacies, Inc.
operate the preferred retail pharmacy providers that specialize in filling
prescriptions generated by the Safe Med Systems technology. Advanced Pharmacy
Solutions, Inc. is a closed specialty pharmacy system that delivers psychotropic
drugs to community and mental health centers. For additional information please
visit our websites at www.safescriptinc.com .

Certain statements in this news release may constitute "forward-looking"
statements within the meaning of section 21E of the Securities and Exchange Act
of 1934. The Company believes that its expectations, as expressed in these
statements are based on reasonable assumptions regarding the risks and
uncertainties inherent in achieving those expectations. These statements are
not, however, guarantees of future performance and actual results may differ
materially. Some of the factors that may affect the forward looking statements
in this news release are the rate of acceptance of new versions of proprietary
software, the availability of personnel to present new software to users and the
availability and functionality of competitive systems. Other risk factors are
listed in the most recent Annual Report on Form 10-KSB and Quarterly Report on
Form 10-QSB filed with the Securities and Exchange Commission. Such
forward-looking statements involve risks, uncertainties, which may cause the
actual results, performance, or achievement expressed or implied to differ.

Contact: Ed Dmytryk
Chief Executive Officer
Safescript Pharmacies, Inc.
903-295-6800
[e-mail]

SOURCE Safescript Pharmacies, Inc.

CONTACT: Ed Dmytryk, Chief Executive Officer of Safescript Pharmacies,
Inc., [phone], or investorrelations@safescriptpharmac
es.com

URL: http://www.safescriptinc.com
http://www.prnewswire.com

[thepennyking]

They don't to me either..em

[mmayr]

They don't look too distressed to me. . .

http://host.wallstreetcity.com/wsc2/Chart.html?Timespan=130&0fval0=104&1fval0=216&3fval0...

Peace:o)

[thepennyking]

On March 19, 2004, Reliance Bank, White Plains, New York was closed by New York Superintendent of Banks and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. No advance notice is given to the public when a financial institution is closed.

The FDIC has assembled useful information regarding your relationship with this institution. Besides a checking account, you may have Certificates of Deposit, a car loan, a business checking account, a commercial loan, a Social Security direct deposit, and other relationships with the institution. The FDIC has compiled the following information which should help answer many of your questions.

http://www.fdic.gov/bank/individual/failed/reliance.html

[thepennyking]

On February 14, 2004, Dollar Savings Bank, Newark, New Jersey was closed by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. No advance notice is given to the public when a financial institution is closed.

The FDIC has assembled useful information regarding your relationship with this institution. Besides a checking account, you may have Certificates of Deposit, a car loan, a business checking account, a commercial loan, a Social Security direct deposit, and other relationships with the institution. The FDIC has compiled the following information which should help answer many of your questions.

http://www.fdic.gov/bank/individual/failed/dollar.html

[thepennyking]

On March 12, 2004, Guaranty National Bank of Tallahassee, Tallahassee, Florida was closed by Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation (FDIC) was named Receiver. No advance notice is given to the public when a financial institution is closed.

The FDIC has assembled useful information regarding your relationship with this institution. Besides a checking account, you may have Certificates of Deposit, a car loan, a business checking account, a commercial loan, a Social Security direct deposit, and other relationships with the institution. The FDIC has compiled the following information which should help answer many of your questions.

http://www.fdic.gov/bank/individual/failed/gnb.html

[thepennyking]

FDIC Approves Assumption of all the Deposits of Reliance Bank, White Plains, New York

FOR IMMEDIATE RELEASE
PR-24-2004 (3-19-2004) Media Contact:
Frank Gresock [phone]


The Board of Directors of the Federal Deposit Insurance Corporation (FDIC) has approved the assumption of all the deposits of Reliance Bank, White Plains, New York, by Union State Bank, Orangeburg, New York.

Reliance Bank, with approximately $30.3 million in assets as of January 31, 2004, was closed today by the New York Superintendent of Banks, and the FDIC was named receiver. Reliance Bank's only banking office will reopen as a branch of Union State Bank. The drive-through window will re-open today from 3:30 p.m. to 5:00 p.m. Full-service operations will resume on Monday. Depositors of the failed bank will automatically become depositors of Union State Bank.

The failed bank had total deposits of $28.0 million in about 1,100 accounts as of January 31, 2004. Union State Bank will pay the FDIC a premium of $2.6 million for the right to assume those deposits and to purchase $17.5 million of the failed bank's assets. The FDIC will retain the remaining $12.8 million in assets for later disposition.

Customers with questions about today's transaction can contact the FDIC toll free at 1-888-206-4662. The toll-free number will be operational Monday through Friday, from 8:30 a.m. to 5:30 p.m. Eastern Standard Time.

The FDIC estimates the cost of this transaction to the Bank Insurance Fund (BIF) to be $300,000. Reliance Bank is the third FDIC-insured bank to fail this year, and the first in New York since Golden City Commercial Bank, New York, New York, failed on December 10, 1999.

# # #

Congress created the Federal Deposit Insurance Corporation in 1933 to restore public confidence in the nation's banking system. The FDIC insures deposits at the nation's 9,182 banks and savings associations and it promotes the safety and soundness of these institutions by identifying, monitoring and addressing risks to which they are exposed. The FDIC receives no federal tax dollars - insured financial institutions fund its operations.

FDIC press releases and other information are available on the Internet via the World Wide Web at www.fdic.gov and may also be obtained through the FDIC's Public Information Center (877-275-3342 or 202-416-6940).




Last Updated 03/22/2004 [e-mail]
http://www.fdic.gov/news/news/press/2004/pr2404.html

[thepennyking]

BayStar Invests in UNIX Software Co in $50M PIPE
October 20, 2003

Larkspur, Calif.-based private equity firm BayStar Capital has led a $50 million round of financing in UNIX operating system owner SCO Group.

The investment was structured as a private placement of non-voting Series A convertible preferred shares which are convertible into common shares at a fixed conversion price of $16.93 per share. BayStar and its other investors will own approximately 17.5% of the company when it converts its shares.

SCO Group, based in Lindon, Utah, is the owner of the UNIX operating system. The company has a network of more than 11,000 resellers and 4,000 developers. SCO products include UNIX platforms; messaging, authentication, and e-business tools; and services that include technical support, education, consulting, and solution provider support programs.

“SCO owns the most predominant UNIX software assets in the I.T. industry, has a 20 year history of providing trusted software solutions to end users around the globe, and an aggressive and seasoned management team focused on generating profitable growth,” Lawrence Goldfarb, general partner of BayStar Capital, said in the statement.

Last December, BayStar Capital co-led a $200 million equity component in a $450 million round of investment in publicly traded XM Satellite Radio Holdings.

In October 2002, BayStar hired Gianfilippo Cuneo as a general partner to lead the firm’s Italian activities. Cuneo began his carrer for McKinsey & Co. in New York in 1964 and proceeded to open the firm’s Italian office in 1971. He became managing director of the Italian office and a director of McKinsey & Co. After leaving the firm, he started his own consulting firm. He also founded a private equity fund in partnership with Banca Commerciale Italiana in 1974.

BayStar Capital is a firm that invests in private equity and growth-oriented public companies in the technology and life sciences sectors. The firm’s typical investment ranges between $5 million and $50 million. The firm has invested $400 million since its inception in 1998. The firm also specializes in private investment in public entities, or PIPE, transactions.

[thepennyking]

BayStar Capital Partners

Lawrence Goldfarb,
Managing Member of the General Partner Mr. Lawrence Goldfarb is a Managing Member of the General Partner. Lawrence Goldfarb brings fifteen years of investment banking and corporate finance experience to the Partnership. Mr. Goldfarb began his career in 1984 as a tax attorney with the New York offices of Milbank, Tweed, Hadley & McCloy and thereafter Skadden, Arps, Slate, Meagher & Flom, where he provided tax analysis and consulting services in connection with a wide variety of complex transactions, including financings, mergers and recapitalizations. In 1987, Mr. Goldfarb joined the San Francisco office of Credit Suisse First Boston Corporation as Director of mergers and acquisitions. In 1992, Mr. Goldfarb joined GFC Capital Corp. (an affiliate of Loeb Partners) as President. From 1994 to 1997, Mr. Goldfarb served as Chief Financial Officer, Chief Operating Officer and Executive Vice President for Exergy, Inc., an independent energy development venture supported by George Soros' Quantum Industrial Fund, the General Electric Corporation, Asea Brown Boveri Corporation, Ansaldo Energia and Ebara Corporation. Thereafter, Mr. Goldfarb joined Shoreline Pacific Investment Finance, a private placement agency firm, as Executive Vice President, before joining with Mr. Lamar to form BayStar Capital in January 1999. Mr. Goldfarb received his Bachelor of Arts degree from George Washington University in 1981 and his law degree, cum laude, from Georgetown Law School in 1984.





Steven M. Lamar,
Managing Member of the General Partner Mr. Steven M. Lamar is a Managing Member of the General Partner. Mr. Lamar brings nine years experience in financial services from two of the country's leading banks. From 1989 to 1993, Mr. Lamar served as Bank Officer and Mortgage Consultant at Wells Fargo Bank in San Diego, California. From 1993 to 1996, Mr. Lamar served as Bank Manager at Citibank, FSB. In 1996, Mr. Lamar joined Shoreline Pacific Institutional Finance, a private placement agency firm as Vice President of Institutional Sales, where he represented companies, lenders, and investors in 22 private equity transactions totaling approximately $300 million. In November 1998, Mr. Lamar teamed up with Mr. Goldfarb and formed BayStar Capital in January 1999. Mr. Lamar received his Bachelor of Science degree in Business Administration with an emphasis in finance from San Diego State University in 1992.





Steven P. Derby,
Managing Member of the General Partner Mr. Steven P. Derby is a Managing Member of the General Partner. Mr. Derby brings ten years experience in investment analysis, derivative structuring, and risk management to the Partnership. From 1993 to 1995, Mr. Derby was an analyst at JRO Associates, a private investment firm, where he specialized in the fundamental analysis of technology and cyclical industries. From 1995 to 1998, Mr. Derby was a principal at Libra Advisors, a private investment firm. From 1998 to 2000, he was a portfolio manager at Oracle Investment Management, an investment firm specializing in private and public investments in healthcare, bioscience and related industries. In 2000, Mr. Derby became the portfolio manager of SDS Merchant Fund, LP, a private investment fund that concentrates in the healthcare, technology, oil and gas and retail sectors. He also acts as the managing member of the general partner and management company of the SDS Merchant Fund, LP. Mr. Derby joined BayStar Capital in February 2003. Mr. Derby received his Bachelor of Science degree in Chemical Engineering from the University of New Hampshire and his M.B.A. from Stanford University, where he was the recipient of the Alexander A. Robichek Award and an Arjay Miller Scholar.





Advisors The Managing Members will be aided in their activities by the Committee of Advisors. The Committee of Advisors is comprised of the non-Managing Members of the General Partner. The Committee of Advisors will provide advice to the Managing Members as to market conditions and appropriateness of investment opportunities as well as directing the Managing Members towards industries and companies that may be in need of the services of the General Partner. The non-Managing Members have significant experience and expertise in the financial service industry and in sourcing, structuring and negotiating privately-placed investments in publicly traded companies. Biographical information regarding the non-Managing Members is set forth below:





Andrew L. Farkas,
Non-Managing Member of the General Partner Andrew L. Farkas is a non-Managing Member of the General Partner. Mr. Farkas is the founder, Chairman and Chief Executive Officer of Insignia Financial Group, Inc. ('Insignia'), one of the largest real estate services companies in the world. Insignia operates worldwide, employing approximately 6,500 real estate professionals, with revenues of approximately $750 million annually. Insignia's residential businesses include Insignia Douglas Elliman, the largest residential brokerage firm in New York City, and Insignia Residential Group, the largest manager of cooperative and condominium housing in the New York metropolitan area, with a total portfolio of more than 60,000 units. The company operates its commercial real estate services businesses under Insignia/ESG in the U.S., Insignia Richard Ellis in the U.K., Insignia Bourdais in France and Insignia Brooke in Asia. Insignia also provides principal investment activities to complement its real estate services operations. Through its co-investment program, Insignia and its equity partners have invested in office, retail, hotel and multi-family residential properties valued at approximately $12 billion since 1990. Insignia's Development Group has built $200 million of office and industrial properties in the past five years, including one million square feet of property currently under development. Insignia's fund management business manages more than $1.5 billion of investment in real property and mortgage-backed securities. Insignia is also a member of Project Octane, a consortium of real estate service companies that is developing on-line procurement, transaction and enterprise resource planning platforms. In addition to his work for Insignia, Mr. Farkas serves on the Board of Directors of iStar Financial, a publicly traded real estate finance company. In 1983, Mr. Farkas founded Metropolitan Asset Group, Ltd., a private real estate investment banking and merchant banking firm. It was through Metropolitan Asset Group that he founded Insignia in 1990. Mr. Farkas graduated from Harvard University in 1982.





Thomas O. Hicks,
Non-Managing Member of the General Partner Thomas O. Hicks is a non-Managing Member of the General Partner. Mr. Hicks is Chairman of the firm Hicks, Muse, Tate, & Furst ('HMTF'), and has over 30 years of experience in leveraged acquisitions and private investments. Prior to forming HMTF, Mr. Hicks co-founded Hicks & Haas in 1983, and served as Co-Chairman and Co-Chief Executive Officer through 1989, which specialized in leveraged acquisitions during that period. From 1977 to 1983, Mr. Hicks was Co-Managing Partner of Summit Partners, a Dallas-based leveraged buyout and special situation investment firm. From 1974 to 1977, he served as President of First Dallas Capital Corporation, which was the venture capital affiliate of First National Bank of Dallas. Prior to this, he was an investment officer of the venture capital affiliate of Morgan Guaranty Trust Company of New York. Mr. Hicks serves on the board of directors of several HMTF portfolio companies, and also on the JPMorgan Chase National Advisory Board. Mr. Hicks received his B.B.A. from the University of Texas in 1968, and his M.B.A. from the University of Southern California in 1970.

[thepennyking]

Welsh Carson in $1.7B Cancer Services Privatization
March 22, 2004

New York-based private equity firm Welsh, Carson, Anderson & Stowe announced it acquired cancer-care services company US Oncology in a privatization valued at $1.7 billion.

The deal, which still must meet shareholder approval, calls for Welsh Carson to pay $15.05 per share in cash for the shares. The deal is valued at $1.7 billion, which includes consideration for outstanding stock options and the assumption of debt obligations after the privatization. The price-per-share Welsh Carson is paying reflects an 18.5% premium above the March 19 closing price of $12.70.

Welsh Carson already owned approximately 14.5% of the company’s shares and is attempting to acquire the rest. Welsh Carson was a founding investor of US Oncology in 1992. The firm also invested in the company in October 2001 and has steadily increased its holding in the company since that time.

US Oncology provides cancer-car services to affiliated practices and more than 875 doctors. The company also operates 78 cancer centers and cares for approximately 15% of the country’s new cancer cases each year. The company had revenues of $1.97 billion in 2003– up 19% from 2002.

“Welsh Carson has a long and successful track record investing in health care companies and we believe their experience and resources will be valuable as US Oncology continues to pursue its strategic objectives in enhancing access to high-quality cancer care,” R. Dale Ross, chairman and chief executive officer of US Oncology, said in the statement.

Welsh Carson declined to comment on the investment.

Welsh Carson used capital from its Welsh, Carson, Anderson & Stowe IX fund, which closed on $3.8 billion in 2001. The firm has done privatizations of healthcare companies in the past. In December 2002, the firm acquired AmeriPath, a provider of cancer diagnostics, genomic, and related information services, in a public-to-private buyout that values the company at $839.4 million.

Welsh, Carson, Anderson & Stowe was founded in 1979 and has raised more than $11 billion in 12 private investment partnerships. The firm has completed more than 200 investments.

[thepennyking]

Distressed securities can be defined as those publicly held and traded debt and equity securities of firms that have defaulted on their debt obligation and/or have filed for protection under Chapter 11 of the U.S. Bankruptcy Code. Distressed securities can include bank loans and other private debt of the same similar entities with operating and/or financial problems. Opportunities in the distressed debt market generally originate from companies that issue high yield debt and leveraged loans. These markets experienced dramatic growth through the 1990s. During 2002, roughly $510 billon of debt defaulted or became distressed, at a default rate of 12.8%, the highest level since 1991, which was believed to be the first distressed cycle.

The supply of distressed debt is now at an historic high that is only projected to grow. The default portion of the public high yield debt market has risen 43 % from the start of 2002. In addition, the credit quality of the high yield market is at an historic low and still declining, as these are all indications of a second distressed cycle which has created a lucrative opportunity for experienced investors operating in this asset class.

Defaulted debt securities have outperformed the S&P 500 Stock Index for the second year in a row and high yield bonds have significantly outperformed 10-year US treasury bonds in recent years. According to a McKinsey research report, portfolios of the same risk level would have performed better with the addition of distressed-debt securities (please refer to the attached presentation). Top defined-benefit plans doubled their allocation to distressed debt to more than $3 billion invested, which is 10 times their allocation 10 years ago. Demand continues to increase.

Not only has distressed debt has been one of the best performing asset classes over the past year but also, certain fund managers are confident because of the positive returns being maintained by a number of good-quality companies currently in distressed situations. In term of investment strategy, most private equity managers are implementing.

Control-oriented distressed funds are generating increased interest among institutional investors as they seek to acquire companies outright, through the purchase of debt, not equity. Control players salvage value by restructuring its operations and finances and, eventually, by selling their stake. Control play is considered to be the least risky of the distressed strategies because managers are able to influence the outcome of the portfolio companies.

There is another interesting dynamic in this strategy that institutional investors are finding quite intriguing. In the late 1990’s through early 2000, a number of middle market buyout firms implemented “roll up” strategies with a number of portfolio companies. In some cases the equity is severely impaired at these portfolio companies as the bonds are trading at significant discounts (one also has to wonder why private equity firms continue to hold these equity investments at costs!). A distressed manager looking to acquire the company through the date is very well positioned to create these companies at EBITDA multiple substantially lower than through equity.


An overview of the distressed market, by Norris Lam, CFA, of Links Private Equity in New York
http://www.privateequitycentral.net/index.cfm?member=yes

[mmayr]

American Equity files $250 mln debt shelf offer

WASHINGTON, March 16 (Reuters) - American Equity Investment Life filed with U.S. regulators on Tuesday to sell over time up to $250 million in debt securities.

The insurance underwriter said it and several trusts would use proceeds for general corporate purposes.

A Securities and Exchange Commission shelf registration provides advance regulatory approval to sell securities in one or more separate offerings in amounts, at prices and on terms to be determined at the time of the sale.


03/16/04 06:41 ET

~~AEL~~NYSE

[mmayr]

http://www.miami.com/mld/miamiherald/business/national/8248908.htm

[thepennyking]

Mindanao rural bank seeks merger perks
Newly consolidated One Network Rural Bank has asked a host of incentives from the Bangko Sentral ng Pilipinas in its bid to become one of the biggest rural banks in the country.

One Network Rural Bank is the result of the three-way consolidation of the Network Rural Bank (Davao del Sur Inc.), the Rural Bank of Panabo (Davao del Sur) and the Provident Rural Bank of Cotabato (North Cotabato).

The central bank is looking at the rural bank's proposed incentives which include ease in processing the setting up of 15 new Mindanao branches within two years, the grant of thrift bank powers, and authority to accept state deposits in areas without government banks.

Alex V. Buenaventura, One Network president and spokesperson, said 2004 is an important part of the consolidation period. The rural bank has 46 branches in the Mindanao and Visayas but wants to strengthen its presence with an additional 15 branches.

As such, the bank has asked Bangko Sentral that it be allowed to set up new branches anywhere in Mindanao over the next two years. It has also asked the central bank the same authority granted to thrift banks so that it can service foreign currency deposit units or FCDU accounts.

With a paid-up capital of PhP422 million, One Network is empowered to transact money changing activities, allowing it to buy and sell foreign currency.

When it reaches a paid-up capital of over PhP650 million, it could apply for an FCDU license.

One Network has also asked Bangko Sentral the authority to open domestic letters of credit to be able to service more clients in the provinces.

Mr. Buenaventura said the bank also wants a one-time authority to accept government deposits (including from barangays) in all areas where it has branches but without government banks.

It also wants the authority to be able to resurrect licenses of dead banks from the Philippine Deposit Insurance Corp. as an allowable form of expansion.

On top of all these requested incentives, One Network is asking the Bangko Sentral to allow it to keep only one-third of normally required legal reserve requirements for a period of five years.

Mr. Buenaventura believes these incentives will help boost the consolidated bank's efforts to succeed amid a difficult economic tide. -- Iris Cecilia C. Gonzales

[thepennyking]

Palace, Benpres insist Maynilad deal not a bailout
Benpres Holdings Corporation yesterday described as "pathetic" allegations that a political deal had been struck for its divestment of Maynilad Water Services.

Benpres chairman Oscar M. Lopez, in a statement, denied that the government is bailing out the firm in exchange for the Lopezes' support of President Gloria Macapagal Arroyo's election bid.

The Malacañan presidential palace also denied the allegations and insisted the government takeover purely aims to ensure that water services remain uninterrupted.

In launching yet another Patubig project yesterday in Barangay Gulod in Novaliches, Quezon City (northeastern Metro Manila), Ms. Arroyo said "the continuous supply of clean water is the reason why Maynilad is being rehabilitated."

In the statement, Mr. Lopez said "How can it be a bailout when the Lopez Group is completely writing off its equity investment of US$80 million? If there was a political deal with the government, how come in addition to our loss in Maynilad, Meralco's (Manila Electric Co.) rates have remained unadjusted?"

He said the agreement released last week by the Department of Justice, which is still subject to approval by the Securities and Exchange Commission and the Quezon City Regional Trial Court, is between Maynilad, the Metropolitan Waterworks and Sewerage System (MWSS) and 20 creditor banks.

"It is pathetic that other vested interests have taken advantage of the election campaign season by injecting politics into purely business decisions, and in the process demonizing the Lopez family," Mr. Lopez said.

Nongovernment organization Bantay Tubig Network last week said Ms. Arroyo had agreed to save Maynilad and Benpres in exchange for Senator Noli L. de Castro's becoming her running mate. Mr. de Castro rose to prominence as a newscaster for the Lopezes' ABS-CBN broadcast network.

Political opponents of Ms. Arroyo have also linked the deal to the elections.

Mr. De Castro has also denied the allegation but the opposition says Mr. De Castro was enlisted to help Ms. Arroyo's presidential bid, which is facing a strong challenge from movie star Fernando Poe, Jr.

Presidential deputy spokesman Ricardo L. Saludo told reporters during a Palace press briefing "... we are always listening to comments, particularly those who accompany their comments with details and sound proposals..."

Earlier, Presidential Spokesman Ignacio R. Bunye called on the opposition "to spare this issue from politicking and, instead, support the government's move for the common good of water consumers..."

Mr. Lopez also said there was no mismanagement of Maynilad under the Lopezes, saying the family is "not leaving a desolate and financially unsound company as the misinformed wish to believe."

He said Maynilad opted to reorganize at the risk of shareholder interest instead of pursuing a rehabilitation case in court that would drag for years and would put to risk water services in the West Zone of Metro Manila.

Under the agreement with MWSS, Maynilad shareholders will write off PhP6 billion in equity and receivables to settle the dispute with the government. The write-off covers Maynilad's accumulated losses and will result in the Lopezes giving up its shares and right to be refunded for investments in the water utility firm.

Mr. Lopez said that in the last six and a half years of running Maynilad, the company paid more than $200 million out of $800 million in concession loans assumed from MWSS, implemented PhP4.3 billion in capital projects, improved coverage to 85% from 63% of the population, and connected 194,098 new customers.

The Quezon City judge handling the Maynilad rehabilitation case, however, was peeved by the absence of government lawyers yesterday in a hearing scheduled to clarify the deal.

Judge Reynaldo B. Daway suspended the proceeding to wait for Justice undersecretary Manuel A.J. Teehankee, acting Government Corporate Counsel Elpidio de Vega, Jr. or deputy Herman Cimafranca to appear. When they failed to appear or send representatives, the judge reset the hearing for tomorrow, strictly requiring the prompt attendance of the three government lawyers. Mr. Daway chided the government lawyers for failing to appear for the hearing that they themselves had requested.

With the postponement, all parties were given until tomorrow to file their comments on the deal and the "haircut" all the parties will suffer as a result of the Lopez exit.

Meanwhile, Senator Manuel B. Villar Jr. yesterday said the Maynilad deal is not expected to erode the country's chances of attracting foreign investments.

The Senate, however, will review the deal, Mr. Villar said.

For his part, Vice President Teofisto T. Guingona Jr. said the government could have helped Maynilad look for other investors before allowing the Lopezes to exit.

"The principle should be to support the private sector who (sic) is floundering ... The last resort should be the government take-over," Mr. Guingona, who is at odds with Malacañang, said in a press conference. -- reports from Anna Barbara L. Lorenzo, Karen L. Lema, Cecille S. Visto and Carina I. Roncesvalles

http://www.bworld.com.ph/current/TopStories/topstory3.html

[thepennyking]

Smart offers to buy PLDT stake in Piltel
Smart Communications, Inc. yesterday formally asked its creditors and guarantors to allow it to acquire the 45.3% interest of parent Philippine Long Distance Telephone Co. (PLDT) in debt-saddled affiliate Pilipino Telephone Corp (Piltel).

PLDT's stake in Piltel consists of 767 million common shares and 59 million Series K PLDT preferred shares convertible into Piltel common shares at a ratio of 170 to one.

In a statement, PLDT said it is not the intention of Smart, a profitable wholly-owned wireless unit, to merge with Piltel, nor does it intend to use Piltel as a backdoor-listing vehicle.

Smart was originally scheduled to hold its initial public offering draws in August last year, but PLDT chairman Manuel V. Pangilinan said this will likely be moved to 2006. Smart has yet to get regulators' approval.

The completion of Smart's acquisition of PLDT interests in Piltel will give Smart full access to Talk N'Text's expanding subscriber base and revenues.

Smart gave Piltel creditors a number of options:

First, creditors could sell their indebtedness in exchange for cash, either in US dollars or in pesos. Smart will allocate $20 million for the cash settlement option, with the maximum exchange price at 40 cents for each dollar equivalent of Piltel debt exchanged.
Second, debts can be sold in exchange for dollar-denominated notes fully guaranteed by Smart. The notes, which will mature in December 2007, will be equivalent to 52.5 cents for each dollar of Piltel debt exchanged. Interest rate is pegged at the London Interbank Offering Rate plus one percent per annum and payable quarterly.
In lieu of this, the notes' maturity could be extended by one year to December 2008 but the equivalent value will be a bit higher at 57.5 cents for every dollar of swapped Piltel debt. The same interest rate will be offered.

Third, if the maturity is extended to 10 years or until June 2014, the fixed interest rate will be at 2.25%, also payable every three months.
Yen-denominated debt could take this option but Smart has to be given at least a 15-month advance notice for early repayment. A 52.5% discount will be given if payout is made by December 2007 or a 57.5% discount it is made by December 2008.

Fourth, the debt is also convertible to dollar-denominated bonds guaranteed by the Republic of the Philippines (or RoP-guaranteed bonds) with a two percent coupon per year. This option, however, is not offered to Piltel bondholders.
Piltel creditors, mainly foreign banks such as Chase Manhattan Bank N.A., Bank of America NT & SA, Credit Agricole Indosuez and local banks such as Land Bank of the Philippines, Philippine Commercial International Bank, United Coconut Planters Bank and Bank of the Philippine Islands, were given until April 19 to submit offers to sell the debts to Smart.

Smart will proceed with the debt transaction only if at least 75% of Piltel's debt, is exchanged either for cash, Smart debt, or sovereign bonds.

Piltel has $403 million in foreign borrowings it intends to restructure. It has commissioned the services of JP Morgan Chase for the restructuring.

The company has been defaulting since 1999 on its debt payments totaling PhP41.1 billion. In 2001, 98% of its liabilities was restructured, leaving its total indebtedness at PhP22.5 billion.

"PLDT's wireless group is expected to realize benefits from the closer operational alignment of Smart and Piltel, an increase in the share in Piltel's revenue streams and certain other cash and tax savings," PLDT said.

Despite Smart's denial, analysts said the move could be a prelude to a merger, which would help PLDT consolidate its mobile phone business and give Smart access to Piltel's improving subscriber base and revenue.

"That's going to be beneficial for Piltel since it will allow them to restructure their debt. It also coincides with the improved outlook on Piltel. It's going to be a bonus if its merger with Smart pushes through," said Asiasec Equities' Oliver Plana.

Piltel, which posted net losses of PhP3.35-billion last year, has shown signs of recovery by attracting a record number of new subscribers last year. -- with a report from Reuters

http://www.bworld.com.ph/current/TopStories/topstory2.html

[thepennyking]

Gov't backs Delgados' purchase of Marianas telco
By CECILLE S. VISTO, Sub-Editor
The National Government wants the US Government to pressure one of its territories to allow a Filipino telecommunications firm to purchase a $60-million telephone company.

The Macapagal-Arroyo administration, wanting the Commonwealth of the Northern Mariana Islands (CNMI) "to honor the principle of reciprocity" and permit the entry of Philippine investments, sent a team to the US in September last year to meet with the US Trade department and the US Federal Communications Commission (FCC).

"Why they can't allow us in their market when we freely allow them to enter ours as long as they comply with all the requirements? There is no reciprocity," said a source, who was part of the RP delegation.

The Delgado family -- former owners of Isla Communications Co., Inc., (Islacom) who sold their controlling stakes to the Ayalas in 1999 -- have obtained FCC permission to purchase Micronesian Telecommunications Corporation (MTC) from GTE Pacifica, Inc. and Bell Atlantic New Zealand Holdings, Inc.

CNMI Governor Juan N. Babauta, who is opposing the deal, last week decided to closely scrutinize the proposal before approving the transfer of MTC to the Delgados' Pacific Telecom Inc. The deal, if it pushes through, it will be the first major Filipino telecom investment in the US.

Pacific Telecom is owned by Prospector Investment Holdings, Inc., a Cayman Islands corporation 100% owned by the Delgado family.

MTC is the Saipan service of Verizon Communications. Verizon is considered one of the world's leading provider of wireline and wireless communications.

Saipan is the administrative region of the territory.

MTC is licensed to operate cellular phone, satellite, submarine cable and various domestic and international services.

The source said Trade and Industry undersecretary Thomas Aquino led the team which pleaded the Delgados' cause. Former National Telecommunications Commission chairman Armi Jane Borje and Customs Commissioner Antonio Bernardo were also part of the delegation.

The Department of Trade and Industry, as part of the Trade and Investment Council, earlier endorsed the application of the Delgado family to operate MTC.

Asked what was the main cause of the disapproval of the CNMI governor, the source said Mr. Babauta is concerned over reports that the Delgado family's former partner, Willie Tan, is behind telephone-based gambling and online lottery in the islands.

"The Philippines took the position that the Delgados were not involved in such things and that this was a legitimate business transaction and that it was above board. The officials pointed out that when Americans invest in the Philippines, they are accommodated, thus, it is not fair for them to block our efforts," the source said.

The convincing apparently worked, since the US FCC gave its go signal to the project in November.

Mr. Babauta, however, is still unconvinced.

"It has become a private crusade of the Marianas Governor. That was their worry. Since it was taken directly to the US Government, the governor would be insulted," the source said.

"But the ball is really on their turf. The US Government must show to the whole world that it is not one-sided," he added.

FCC records showed the commission approved the sale four months ago. Under the rules, Pacific Telecom must still get the approval of the Commonwealth Telecommunications Commission (CTC) board before the sale becomes final.

The CTC is an autonomous agency whose three members are appointed by the governor and confirmed by the Senate.

In opposing the sale, Mr. Babauta also cited national security concerns. The commonwealth last year said the decision will not be appealed.

On Tuesday, CTC commissioners decided to subject the matter to a "settlement process" where all issues will be threshed out.

The CTC had underscored the critical nature of the telecommunications system to the islands' future. A number of issues that the Delgados supposedly failed to clarify included the so-called interisland toll rates and management of the telco system.

The sale, which has been under negotiations since April, will be sealed depending on the results of the deliberations.

Northern Marianas has a land area of barely 500 square kilometers with only a little over 80,000 in population. This island group, which has 14 islands including Saipan, Rota and Tinian, is located just off the Philippine Sea.

http://www.bworld.com.ph/current/TopStories/topstory1.html

[mmayr]

NASD Asks SEC To OK Tougher Short Sale Rules
By Carol S. Remond
A Dow Jones Newswires Column

NEW YORK (Dow Jones)--The NASD is taking steps to further tighten short
selling rules for its members.

NASD has asked the Securities and Exchange Commission to approve a new
rule
that would require clearing firms to make delivery, or take affirmative
steps to
make delivery, within 10 business days after settlement date for all short
sale
transactions with no exemption.

Under current NASD rules, bona fide market making activities and
arbitraged
positions are exempt from the 10-days delivery requirement. Under the new
rule
proposed by NASD, market making activities and arbitraged positions will no
longer be exempt.

NASD said the new delivery rule is needed to address abusive short selling
activities, including naked short selling or short selling without first
borrowing securities to make delivery.

A short seller typically borrows stock from a broker to sell it into the
market, betting that the share price will fall so that he can buy the stock
back
at a lower price and pocket the difference.

NASD said that naked short selling "can result in long-term failures to
deliver, including aggregate failures to deliver that exceed the total float
of
a security." NASD said it believes that such "extended failure to deliver
can
have a negative effect on the market."

"Existing NASD rules are designed to address the settlement of short sales
transactions, but NASD has concluded that these rules need to be revised and
updated to address directly the current problems occuring in the
marketplace,"
NASD said.

The move by NASD to tighten delivery rules follows the approval by the SEC
late last year of a more aggressive NASD affirmative determination rule that
closed a loophole that allowed non-NASD members, mostly foreign brokerage
firms,
to short stocks without first borrowing shares.

NASD's affirmative determination rule stipulates that brokers and dealers
engaged in a short sale transaction must make sure that shares can be
delivered
by settlement time, three days later. Market makers engaged in bona fide
market-making activities will continue to be exempt from affirmative
determination under NASD's tougher rule which is scheduled to take effect on
April 1.

To address concerns that the non-exemption of market making activites
could
lead to a lack of liquidity, NASD said that clearing firms will be able to
request two five-days extensions if they fail to deliver stock within
10-days.

"If delivery is not made within the requisite time period, the following
trading restriction will apply until delivery is effected: the account which
has
failed to deliver against its sale, or any other accounts held at the
clearing
firm by the legal or beneficial owner of such account, would be restricted
from
selling short the same security to which the failure to deliver pertains,"
according to the new NASD delivery rule.

NASD said that the proposed rule change will reduce the amount of extended
failures to deliver in securities and will enhance the integrity of the
market
and the clearance and settlement system. This is the first time that NASD
acknowledges problems and mounting failures to deliver stock necessary to
settle
transactions.

Although separate from it, the amended NASD affirmative determination rule
and
its new delivery rule fit tightly within new short selling regulations,
known
as Regulation SHO, being put forward by the SEC. Regulation SHO is currently
under review by the SEC staff after a period during which market
participants
were invited to comment on it.

As it stands, SHO will make it easier to short large-cap stocks since they
would do away with the "uptick" rule, which bans short selling on a stock
when
the price is falling. But it when it comes to the small-cap markets, where
it's
often impossible to borrow stock, the impact of SHO will be the opposite,
making
it harder to short sell stock.

Under SHO, a broker or an investor that fails to deliver within two days
after
the settlement date will effectively be unable to short sell that stock for
90
days. The new SEC rule sets a predetermined level of so-called clearing
fails,
cases in which a broker or investor cannot deliver stock within two days
after
settlement, which will trigger the 90-day blackout during which that
customer
will not be allowed to short sell that security. That 90-day exemption would
also affect trading of U.S. securities outside the U.S.

NASD said it will announce the effective date for its new delivery rule to
members "no later than 60 days following (SEC) approval. The effective date
will
be 90 days following publication of the Notice to Members announcing (SEC)
approval."

(Carol S. Remond is one of four "In The Money" columnists who take a
sophisticated look at the value of companies and their securities and
explore
unique trading strategies.)

-By Carol S. Remond; Dow Jones Newswires; 201 938 2074;
[e-mail]

(END) Dow Jones Newswires

18-03-04 2128GMT

[mmayr]

House Votes to Double bin Laden Reward
By JIM ABRAMS, AP

WASHINGTON (March 18) - The House of Representatives, amid an intensifying hunt for leaders of the al-Qaida terrorist network, voted unanimously Thursday to double the reward for Osama bin Laden's capture to $50 million.

The move came in connection with a broader bill that expanded the State Department's anti-terrorist rewards program to provide cash and other benefits to those helping authorities track down drug traffickers who support terrorist activities.

The bill, which was passed 414-0, now goes to the Senate. Rep. Kathryn Harris, R-Fla., said it recognizes the growing link between the illicit drug trade and the financing and support of terrorist activities.

Three senior officials of the government of Pakistan said Thursday they believe their troops have surrounded Ayman al-Zawahri, al-Qaida's No. 2 figure, in an operation near the Afghan border.

Outside of Osama, the legislation amends a 1956 law to raise the maximum amount of terrorist and narco-terrorist rewards from $5 million to $25 million.

Rep. Mark Kirk, R-Ill., said it also takes into account that many in countries such as Afghanistan who might have information about wanted terrorists or traffickers are illiterate and can't read reward posters. In addition, he said, many live in rural areas where material rewards can be of greater use than cash.

The legislation gives the State Department flexibility to give out vehicles, appliances, and other goods and to explore ways to best publicize the rewards program.

Rep. Tom Lantos of California, top Democrat on the International Relations Committee, said that up to now there has been a false distinction between the anti-narcotics efforts of the Drug Enforcement Agency, which has its own rewards program, and the campaign against terrorism. "For the struggle against terrorism to succeed our government must be unified, not divided," he said.

Kirk said the State Department rewards program has been used in the Balkans and in securing the capture of Aimal Khan Kasi, the Pakistani executed two years ago for the murder of two CIA employees.

The biggest reward ever was given to the informant who pointed American forces toward the hideout of Saddam Hussein's two sons, who were killed in a U.S. attack. The reward offered was $15 million for each son and the tipster received the bulk of the $30 million.

A $25 million reward was also posted for help in capturing Saddam, but that money is not likely to be given out because he was located by the U.S. military.

The bill is H.R. 3782

On the Net:

Congress: http://thomas.loc.gov/


03/18/04 16:45 EST

[thepennyking]

Merger and Acquisition News

Cingular Wins Bid for AT&T Wireless; Regulatory Approvals to Follow

On February 17, 2004, Cingular Wireless ("Cingular") won its bid to acquire AT&T Wireless ("AT&T") for $41 billion. The $41 billion deal for AT&T, the equivalent of $15 a share, values the company at nearly 10 times its projected earnings for 2005. Cingular's competition for AT&T included UK-based Vodafone, against whom Cingular endured a bidding war, and earlier bids from DoCoMo and Nextel Communications. Vodafone holds a 45% stake in Verizon Wireless ("Verizon").

Cingular, a joint venture between SBC Communications and BellSouth, is the second- largest wireless carrier in the nation today; AT&T ranks number three. Together, Cingular and AT&T will surpass Verizon and become the nation's largest wireless carrier with approximately 46 million subscribers. The consolidation will reduce the number of national wireless competitors from 6 to 5, which may lead to less ongoing pressure to cut consumer prices.

The perception in the press is that Cingular, as opposed to other bidders, had the most to gain by acquiring AT&T because of projected cost savings from the consolidation of networks, marketing, advertising and other functions. The combined entity, which will be operated under the Cingular name, will have twice the spectrum and customer base as Cingular had before the acquisition. Layoffs are expected for AT&T employees due to "duplicate functions" in the two organizations. Before the merger was announced, AT&T already planned to eliminate 1,900 jobs from its work force by the end of 2005.

The merger is anticipated to close late in 2004 after receiving the necessary shareholder and regulatory approvals. Approval will be required from both the Department of Justice and the Federal Communications Commission. While Cingular's chief operating officer, Ralph de la Vega, stated that he does not believe any divestitures will be required as a condition of regulatory approvals, some industry-watchers have a different view. According to Legg Mason's Equity Research service there may be local markets in which market penetration of the combined companies is so high that divestiture will be required. For example, in Dallas, Miami, San Antonio, Oklahoma City, Orlando and Jacksonville, AT&T and Cingular hold the original A-block and B-block cellular licenses. These holdings may garner heightened scrutiny from regulators, who could condition approval of the merger on divestiture in these markets.

The U.S. Senate also expressed early concern over the merger. Senators Kohl (D-WI) and DeWine (R-OH), both of whom sit on the Antitrust Subcommittee of the Senate Judiciary Committee, stated that they will "closely monitor" the proposed acquisition. "t appears that the much anticipated consolidation in the wireless telephone industry is now underway," said a joint statement from the Senators. "For several years, consumers have benefited from vibrant competition in this industry with several national providers. . . . We will closely monitor this deal, and any subsequent transactions in this industry, to insure that millions of consumers who rely on cell phones continue to realize the benefits of a competitive marketplace."

XO Outbids Qwest for Purchase of Allegiance Telecom

In an historic step toward consolidation among the CLECs, Herndon, Virginia-based XO Communications emerged as the winning bidder for Allegiance Telecom, a Texas-based CLEC that filed for bankruptcy protection in May of 2003. Allegiance has agreed, subject to bankruptcy court approval, to sell the bulk of its assets for about $311 million in cash and approximately 45.38 million shares of XO common stock. The deal, which is also subject to state and federal regulatory approval, will combine the two largest CLECs in the U.S., creating more competition for traditional local telephone companies.

Allegiance Telecom is a facilities-based integrated communications provider that is currently operational in 36 U.S. markets. Allegiance offers small to medium-sized business customers a variety of communications services, including local, long distance and a full suite of Internet services. XO outbid a Bell operating company, Qwest Communications Corporation, which had earlier agreed to purchase the assets of Allegiance for $300 million in cash and the assumption of $90 million in debt.

Comcast Bids $66 Billion for Disney

In a hostile takeover offer, Comcast Corporation has bid $66 billion for the Walt Disney Company. On February 16, the Board of Directors of Disney rejected the offer as too low. Disney did, however, leave itself open to a better offer. Comcast is the nation's largest cable company. Disney's holdings include the ABC television network, ESPN and other cable networks, the Disney and Miramax movie studios, and Walt Disney theme parks around the world.

Such a deal has already raised concerns. The Federal Communications Commission and Department of Justice or Federal Trade Commission would have to approve any deal between Comcast and Disney. FCC Chairman Powell and Commissioner Copps have already indicated that the FCC would look very carefully at the deal. Congress has also indicated that it is quite concerned. Both John McCain, chairman of the Senate Commerce Committee and Mike DeWine, the Republican chairman of the Senate Antitrust Committee, have stated that Congress would scrutinize the deal if it went ahead. Consumer groups are already raising concerns.

FCC Launches Electioneering Database

The FCC's Media Bureau launched an Electioneering Communications Database to help determine whether a communication sent by broadcast, cable or satellite could reach 50,000 or more people in a particular congressional district or state. If the communication reaches that number, it may be considered an "electioneering communication," as defined in Section 304 of the Federal Election Campaign Act of 1971, as amended. In addition, Section 316 of the Federal Election Campaign Act prohibits certain entities from paying for electioneering communications.

A person who spends more than $10,000 on an electioneering communication in any calendar year must file a statement with the Federal Election Commission that includes certain information on the communication. The database is available at http://svartifoss2.fcc.gov/ecd. The database will remain unchanged through the end of the 2004 election cycle. The Bipartisan Campaign Reform Act of 2002 directed the FCC to create the database.

Commission and Intergovernmental Tribal Group Reach Agreement on Tower Siting

The United South and Eastern Tribes ("USET") and the Commission signed a Memorandum of Understanding ("MOU") at a recent USET legislative conference. Characterizing the MOU as "historic," Chairman Powell explained that it was the first agreement of its kind that the Commission has entered into with American Indian tribes. The goal of the MOU is to protect sacred and historic tribal resources, while facilitating the deployment of wireless services to all Americans.

The MOU will attempt to further these goals by establishing best practices, which are voluntary methods that will allow the wireless industry and tribes to preserve culturally significant tribal lands. This type of preservation is also critical to the National Historic Preservation Act, which requires federal agencies to consider how their actions will affect property included in, or eligible for, the National Register of Historic Places. USET and the Commission have indicated that they will soon complete a final draft of the voluntary best practices.

The best practices regime provides for the establishment of an Internet-based Tower Construction Notification System. Under that system, anyone proposing tower construction can file an electronic notification about the proposal. Upon receiving notice, tribes and historic preservation officers can submit electronic responses that will be sent to the tower project planner. The Commission will begin sending these electronic notifications during the first week of March.

In the meantime, the wireless industry has expressed concerns regarding the best practices requirements. Wireless groups have urged the Commission to clarify that the best practices will not supplant or change any existing relationships between a tower applicant and a tribe. The wireless industry has also lobbied the Commission to ensure that the best practices remain voluntary.

FCC Proposes Extending Service Outage Reporting Requirements to Wireless Providers

Citing the need for more reliable telecommunications and improved homeland security, the Commission adopted an NPRM on February 12 that would subject wireless providers to the service outage reporting requirements. The Commission also proposed a common metric for all services subject to the service outage reporting requirements. In the NPRM, the Commission proposed a service outage reporting requirement threshold of any outage that lasts at least thirty minutes and potentially affects at least 900,000 "user minutes." The Commission proposed to calculate "user minutes" by multiplying the minutes of the duration by the number of end users who could be affected by the outage.

Announcing that it needed more timely information on service outages than it currently receives, the Commission proposed a system in which wireless, wireline, cable, and satellite providers would electronically notify the Commission of service outages. In order to facilitate this reporting, the Commission has proposed an electronic template that service providers would submit via the Internet.

The Commission based the template, a copy of which is attached to the NPRM, on its experience in managing service outage reporting requirements for wireline providers. The proposal would subject wireless and satellite providers to mandatory service outage reporting for the first time. Under the current scheme, only wireline and cable providers are required to submit service outage reports. Chairman Powell explained the importance of including emerging technologies in the service outage reporting requirements and indicated that the expanded reporting requirements would give communications providers more opportunities to identify possible vulnerabilities in their systems.

Despite that potential benefit, wireless providers remain adamant that a voluntary reporting system would be more efficient than a mandatory system. CTIA President Steve Largent recently stated that a voluntary regime is the best way to facilitate cooperation among carriers and to monitor network reliability. In response to the wireless industry's call for a voluntary system, Edmond Thomas, Chief of the Office of Engineering and Technology, responded that the voluntary reporting system that currently exists for wireless providers has been ineffective.

Tenth Circuit Court of Appeals Upholds Do-Not-Call Registry

The Tenth Circuit Court of Appeals issued a ruling on four consolidated cases that challenged the national do-not-call registry. Those suits claimed that the First Amendment prohibits the government from establishing an opt-in regulation that allows consumers to restrict commercial calls if there is not a similar mechanism to restrict charitable and political calls. The court concluded that the do-not-call registry is a valid commercial speech regulation under the First Amendment. The court explained that the do-not-call registry: (1) limits only commercial speech; (2) targets speech that constitutes an invasion of privacy; (3) allows the consumer to choose whether to restrict the speech; and (4) furthers the important government interests of preventing abusive telemarketing and invasions of privacy. Chairman Powell characterized the decision as "a triumph for American consumers."

In a related development, the Federal Trade Commission is seeking comments on two issues related to a proposed amendment to the Do-Not-Call rules of the Telemarketing Sales Rule. The proposed amendment would require telemarketers to update their Do-Not-Call lists each month, rather than quarterly as the current requirements provide. The FTC seeks comment on whether the amendment should use the phrase "once a month" rather than every "thirty (30) days." It also seeks comment on a proper effective date for the proposed amendment.

Local Number Portability Developments

Telemarketers Seek Safe Harbor from TCPA Rules

The Direct Marketing Association and the Newspaper Association of America (collectively, the "Petitioners") are seeking a declaratory ruling from the Commission that telemarketers will not be liable for certain automated calls made to numbers that have been ported to wireless telephones. Specifically, the Petitioners request that the Commission adopt a "safe harbor" from the provisions of the Telephone Consumer Protection Act ("TCPA") that prohibit autodialed telemarketing calls to wireless telephones.

Although wireline-wireless porting began November 24, 2003 in the top 100 markets in the United States, a comprehensive technique for telemarketers to identify numbers that have been ported to wireless phones has yet to be implemented. The Petitioners have been working with NeuStar, which administers the Local Number Portability Administration Center, to create a data file that telemarketers can use to determine whether a wireline number has changed to a wireless number. The Petitioners claim, however, that even with the number information obtained from NeuStar marketers will be unable to update their call lists instantly. "It is inevitable that somewhere between the time a number is ported and the time a marketer can update its calling lists a marketer will place an autodialed telemarketing call to the now-wireless number."

Accordingly, the Petitioners request that the Commission protect telemarketers from enforcement action by adopting provisions modeled after the Do Not Call safe harbor provisions of the TCPA. Under this proposal, a telemarketer would not be liable for autodialed calls to wireless ported numbers if the telemarketer adhered to certain operating procedures, such as subscribing to a wireless suppression service and updating its call lists every thirty days.

Standard MSA List Being Created by NANC; Request that FCC Delay May 24 Deadline

Although wireless local number portability ("LNP") took effect in the top 100 Metropolitan Statistical Areas ("MSA") on November 24, 2003, it is scheduled to take effect in the remaining MSAs on May 24, 2004. The North American Numbering Council ("NANC") has been formulating a list of the counties and rate centers associated with the largest MSAs so that the porting obligations of carriers will be clear. There is some concern, however, that NANC may not release the list until shortly before the May 24 deadline.

Cingular Wireless recently urged the Commission to postpone the LNP compliance date for the locations on NANC's list. According to Cingular, carriers still must focus the majority of their efforts on "other issues that are bigger contributors to the confusion and delay that often occurs" with regard to porting. As an example, Cingular identified technological issues and delays still present in wireline-to-wireless porting requests. Cingular claims that compliance with NANC's MSA list would divert carriers' time and resources, creating additional delays in the porting process.

Transfer of Licenses to "New" MCI Is Appealed

In our last edition, we reported that the FCC had approved the license transfers from WorldCom to the "new" MCI emerging from bankruptcy. The United Church of Christ ("UCC") now has appealed this decision to the D.C. Circuit Court of Appeals. UCC asks the court to direct the FCC to hold a hearing to assess whether WorldCom's conduct disqualifies it from remaining an FCC licensee. The FCC ruled in December that the Securities and Exchange Commission, the bankruptcy court and others had assessed WorldCom's conduct and imposed remedies, and that other proceedings remain pending. Given that those who committed the improprieties were not part of the new MCI, the FCC found the license transfers to be in the public interest. UCC now alleges that the FCC violated its own rules by abdicating its role in making independent determinations regarding MCI's fitness as a licensee.

Federal Judges Question FCC Diversity Index, UHF Discount

A three-judge panel of the 3rd Circuit Court of Appeals heard oral arguments on February 11, 2004, in a case challenging some of the FCC's media ownership rules, and called the FCC's diversity index for local cross-ownership "inconsistent."

"They're obviously inconsistent treatments here," Chief Judge Anthony Sirica said after hearing arguments against the FCC methodology behind the index. Consumers Union, which challenged the FCC ownership rules adopted in 2003, contended that the diversity index caused irrational results in the local newspaper-broadcast cross-ownership rules. The court allowed Consumers Union's attorney additional time to argue that the FCC "tool" was flawed. Judge Thomas Ambro said the FCC should have been clearer when drafting the index. The judges, who have not heard many FCC cases, granted all parties additional time during arguments.

As expected, the court took a pass on challenges to the 39-percent national media ownership cap. In late January, Congress approved legislation to limit a new FCC rule that would have allowed a single company to own local television stations capable of reaching 45 percent of the national TV audience. The bill, which President George Bush signed into law on January 22, set the ceiling at 39 percent instead of the FCC's intended 45 percent.

The court, however, allowed arguments on the UHF discount, which counts the audience reach of UHF stations as half that of VHF stations. The three-judge panel questioned whether the issue was moot. The FCC said it would revisit the discount in light of the transition to digital television.

As a result, the FCC on February 19 issued a public notice announcing that it would initiate a limited comment period to address whether Congress' enactment of the 39-percent national television ownership limit has any bearing on the FCC's authority to modify or eliminate the UHF discount. The FCC asks for comments that address, for example, whether passage of the 39-percent cap signifies congressional approval, adoption or ratification of the 50-percent UHF discount. Comments will be due 21 days from the date of the public notice's publication in the Federal Register. Reply comments will be due 31 days from the date of publication in the Federal Register.

Consumer Groups Challenge Broadcast Flag Rule in Court, File FCC Comments

A coalition of consumer groups filed a lawsuit earlier this month challenging the FCC decision to institute a "broadcast flag" to protect programming content from redistribution over the Internet. The suit was filed in the U.S. Court of Appeals for the D.C. Circuit by Consumer Federation of America, Consumers Union, Electronic Frontier Foundation, and Public Knowledge, among others. The coalition contends that the FCC violated the rights of television viewers and computer users by unlawfully and arbitrarily requiring that all devices with demodulators comply with the broadcast flag. Library groups, which are part of the coalition, say they use content for scholarly and other purposes and should be exempt from compliance.

The broadcast flag is intended to protect broadcast content from being redistributed over the Internet. Under the FCC ruling, consumer electronics devices and personal computers will be required, by 2005, to develop a broadcast flag that prevents a broadcasted digital television signal from redistribution on the Internet. The Motion Picture Association of American and broadcasters have sought this protection for years, but consumer groups fear the flag will prevent fair use of broadcast content by consumers.

In other action, Consumers Union and Public Knowledge are seeking reconsideration of the order before the FCC and have filed comments challenging the broadcast flag. The groups warned the FCC to keep broadcast flag rules as narrow as possible. Public Knowledge and Consumers Union said the FCC should refrain from extending the flag's copy protection regime to new technologies, such as software-defined radio. "Because the software and hardware components of software-defined radio are inexpensive, modifiable, widely duplicable and universally available, applying the broadcast flag scheme to software defined radio would leave the Commission in a position of regulating every programmer, personal computer, and antenna because the combination of these elements might result in a non-compliant device," the groups said.

In addition, the National Music Publishers Association ("NMPA") requested that the broadcast flag rule apply to digital audio broadcasts as well as digital video broadcasts. The NMPA expressed concern about a Samsung home audio/visual center that allows consumers to copy music videos from television broadcasts, strip the video, and release the audio over the Internet in MP3 format. The Motion Picture Association of America and the National Cable Television Association also requested that the rule be made more stringent.

Hopeful Commerce Committee Chairman Calls for Telecom Overhaul in 2005

Congress may rewrite portions of current telecommunications law as early as 2005, Senate Appropriations Chairman Ted Stevens, R-Alaska, told a USTA Leadership Conference recently. Stevens, who is vying for leadership of the Senate Commerce Committee in 2005, plotted a road map of reform that includes expanding Universal Service Fund contributions and an agenda of "regulatory parity."

Stevens, a seven-term senator, said he intends to seek chairmanship of the Commerce Committee in 2005. Republican senators are bound by self-imposed term limits for committee chairmanships. Stevens and current Commerce Committee Chairman John McCain, R-Ariz., will see their leadership terms expire at the end of this session. In both parties, chairman seats are set by party leaders. Stevens' seniority and current chairmanship of a prestigious committee are factors in his favor, but more is involved, including personal, political and geographical considerations. Observers say Stevens is virtually assured of the position.

Although Stevens predicts significant efforts to reform telecommunications law in 2005, he acknowledged that comprehensive legislative reform could take years. Stevens offered few specifics, but said legislative efforts would seek "regulatory parity." He said USF reform would be a key initiative, and advocated a revised formula that would require more parties, including broadband service providers, to pay into the system.

Hill and industry sources also predicted that Rep. Joe Barton, R-Tex., who is believed to be the front runner for a possible opening for House Commerce Committee chairman, would advocate a major overhaul of telecom policy. Current House Energy and Commerce Committee Chairman Billy Tauzin, R-La., has been in talks with industry associations and has announced his plans to retire before the end of the 109th Congress.

It is highly unlikely that any significant legislation would move this year, given election year politics. Although Stevens said he would like to see Enhanced 911 ("E911") funding legislation pass this year, its spending requirements make it controversial. The bill, S. 1250, would request $500 million a year for E911 deployment, compared with the $100 million-a-year price tag on E911 legislation that already has passed the House, H.R. 2989, Stevens said carriers were having trouble building out E911 technology because of other regulatory requirements, including local number portability.

Sources said Stevens worked very closely with Sen. Ernest Hollings, former Commerce Committee chairman, during the drafting of the Telecommunications Act of 1996. Another source said Stevens has close ties to AT&T, especially since the company bought a regional Alaskan long distance provider in the late 1980s. "He's not a Bell-head, he's supportive of the Telecommunications Act," an industry source said. Meanwhile, Barton is said to be likely to support Bell positions on telecommunications reform.

Ongoing Controversy Regarding Philippine Phone Rates Prompts U.S. Anti-Trust Investigation

Eleven months ago the Commission ordered U.S. long distance carriers AT&T and MCI to suspend payments to six Philippine carriers because they had increased termination rates by almost 50 percent and disrupted service to the U.S. carriers when they refused to pay such high rates. Although the Commission has since lifted the suspension against five of the Philippine carriers, the Department of Justice recently subpoenaed executives of the Philippine telecommunications companies while they were attending a conference in Honolulu, Hawaii. The subpoenas directed the executives to appear before a Honolulu grand jury investigating possible collusion between the Philippine carriers in setting rates for terminating calls from the United States.

Reaction to the DOJ's anti-trust investigation has been strong. The Philippine government and carriers have expressed confusion and anger because they feel that the matter was sufficiently resolved when the Philippine carriers reached agreement with the U.S. carriers regarding termination rates and the Commission lifted its payment suspension. The Philippine National Telecommunications Commission ("NTC") also sent a letter to the Commission seeking information regarding the investigation. Although the DOJ and the Commission are separate agencies, the NTC stated that the Commission had the duty to question whether the DOJ's inquiry was appropriate. Other members of the Philippine government have criticized the DOJ for the way in which it has handled its investigation, stating that the subpoenas needlessly embarrassed the executives and the Philippine government over a private dispute between carriers.

[thepennyking]

Did Soros Finally Exit Svyazinvest?

By Valeria Korchagina
Staff Writer

Alessandro Della Valle / AP

George Soros


Legendary financier George Soros has finally unloaded what he calls the worst investment he's ever made, his stake in state-controlled telephone giant Svyazinvest.

Or has he?

The Financial Times on Wednesday, citing an unnamed investment banker in Moscow, reported that Soros had agreed to sell his stake in the fixed-line monopoly to New York-based billionaire Len Blavatnik for $700 million.

Reuters, however, also quoting an unnamed banking source, said that Blavatnik had only offered to buy Soros' stake for between $600 million and $650 million.

"It is definitely a well-supported rumor," another Moscow-based investment banker who claims to have knowledge of the deal told The Moscow Times on Wednesday. "Something has either already happened or is happening now," he said on condition of anonymity. "Besides, none of the entities that deny the deal has to be related to the deal. Blavatnik has enough resources to pull it off by himself."

Blavatnik's holding company, Access Industries, owns, among other things, a sizable stake in TNK-BP, Russia's third-largest oil producer.

Mustcom, a consortium led by Soros and Interros head Vladimir Potanin, paid $1.875 billion of 25 percent plus one share in Svyazinvest in 1997, which is still Russia's largest single privatization auction.

At the time the consortium believed that the rest of Svyazinvest, which through its subsidiaries provides telecommunications services to 93 percent of the population and owns 90 percent of all available capacity, would soon be offered for sale.

But the government has repeatedly put off privatizing the rest of Svyazinvest, with the latest deadline slated for 2005.

Soros, who bid fiercely for the stake, later called the purchase the worst investment decision he had ever made. He has since made no secret of his desire to get rid of the stake.

Representatives for both Soros and Blavatnik, however, declined to comment.

"We are a private company and we do not comment on our investments, rumors or reports," Access spokesman Peter Thoren said by telephone from New York.

David Geovanis, who represents Soros on the board of Mustcom, also declined to comment, as did the press service of Soros Global Fund Management.

It is not even clear what was rumored to have been sold -- all of Mustcom, or just the 63 percent that is controlled by Soros.

All the uncertainty, however, did little to undermine belief in the market that something big had gone -- or is going -- down.

The combined market capitalization of the regional telephone providers controlled by Svyazinvest jumped $24 million on Wednesday to close at $824 million.

[thepennyking]

Hostway Completes Acquisition of .pro Registry



CHICAGO and NEW YORK, March 2 /PRNewswire/ -- Hostway Corporation, a global leader in Web hosting and managed services, and Register.com, Inc. (Nasdaq: RCOM - News), a leading provider of global domain registration and Internet services, announced today that the acquisition of core assets of Register.com's subsidiary, RegistryPro, by Hostway has been finalized. Under the agreement Hostway's wholly owned subsidiary, Registry Services Corporation, will now become the registry operator for the .pro top-level domain for professionals.
ADVERTISEMENT


The sale of the .pro registry received the necessary approval by the Internet Corporation for Assigned Names and Numbers (ICANN) in a meeting held last week. Hostway intends to launch the registry in the second quarter of 2004.

"Hostway is very pleased that both companies and ICANN were able to bring this agreement to a successful conclusion," said Lucas Roh, president and CEO of Hostway. "We are excited about the future for the top-level .pro domain and look forward to working with the registrar community in rolling it out to lawyers, doctors, accountants and other service professionals."

According to Roh, Hostway believes the unique value of .pro domains will help foster quick acceptance and use of these names, and that the .pro domain name will become a kind of "gold standard" credential for licensed and registered professionals around the globe.

"This sale is a win-win situation," said Peter Forman, president & CEO of Register.com. "It allows Hostway to capitalize on what we still believe is a good opportunity, while we focus on our registrar business and retain the ability to benefit from .pro's success in the future. We are eager to offer .pro names to our customers as a registrar and I look forward to Hostway maximizing .pro's potential."

Registry Services Corporation will honor all existing .pro sunrise registrations. The .pro extension is available exclusively for professionals and has three basic components: a domain name, cross-verification of professional and identity information, and a digital certificate - a building block of secure communications and transactions.

About Hostway

Hostway Corporation provides Web hosting and managed services to more than 300,000 customers worldwide. Hostway helps individuals, small businesses and large enterprises achieve more value from state-of-the-art Web-based technologies by reducing their complexity and cost. Founded in 1998, Hostway is one of the five largest Web hosting companies in the world with offices in the Americas (Chicago, Tampa and Vancouver), Europe (London and Amsterdam) and Asia (Seoul and Sydney). For more information about Hostway Corporation, please visit www.hostway.com or call 1-888-290-5170.

About Register.com

Register.com, Inc. ( www.register.com ) is a leading provider of global domain name registration and Internet services for businesses and consumers that wish to have a unique address and branded identity on the Internet. With over three million domain names under management, Register.com has built a brand based on quality domain name management services for small and medium sized businesses, large corporations, as well as ISPs, telcos and other online businesses. The company was founded in 1994 and is based in New York.

Register.com Safe Harbor:

Statements in this announcement other than historical data and information constitute forward-looking statements, and involve risks and uncertainties that could cause actual results to differ materially from those stated or implied by such forward-looking statements. These potential risks and uncertainties include, among others, risks associated with Register.com's restructuring process and future business plan, including the risk that expected cost reductions and increased revenues may not be realized at all or in the intended time frame, uncertainty of future revenue and profitability from existing and acquired businesses, increasing competition across all segments of the domain name registration business, risks associated with high levels of credit card chargebacks and refunds, customer acceptance of new products and services offered in addition to, or as enhancements of, the Company's registration services, uncertainty of regulations related to the domain registration business and the Internet generally, the rate of growth of the Internet and domain name industry, risks associated with any extraordinary transactions the Company may pursue and other factors detailed in Register.com's filings with the Securities and Exchange Commission, including the quarterly report on Form 10-Q for the period ended September 30, 2003 currently on file.

Contacts:
Press Inquiries: Hostway: Mark Smith, 312-371-6443,
[e-mail]
Hostway: Mina Arsala, 312-238-0132,
[e-mail]
Register.com: Chris Patmore, [phone],
[e-mail]

Registrar Inquiries: Registry Services Corporation: Michael Delciello,
312-994-7680, [e-mail]
Registrypro: Jordyn Buchanan, 212-798-9262,
[e-mail]

Investor Inquiries: Register.com: Stephanie Marks, [phone],
[e-mail]




--------------------------------------------------------------------------------
Source: Hostway Corporation

[thepennyking]

N.J. Pension To Make Hedge Fund Foray
Alternative Investment News
March 11, 2004

The New Jersey Division of Investments, the $76 billion pension system for the Garden State, is planning to make its first investments in hedge funds. The plan's general consultant, San Francisco-based Strategic Investment Solutions, is currently conducting an asset-liability study that is scheduled to be wrapped up by summer, said Peter Keliuotis, a senior consultant with SIS. The pension's investment council has expressed an interest in single-manager hedge funds, and the size of the allocation will be determined by the study, he said.

SIS does not have a large hedge fund practice and would seek to outsource manager selection to a discretionary or non-discretionary advisor, Keliuotis said. There could be a split whereby some of the allocation would be overseen by an advisor working with the Division's staff but where specialized mandates for, say, emerging managers could be farmed out to funds of funds, Keliuotis added.

The Division, which has historically managed its assets internally, is also considering real estate and private equity allocations. While SIS has a significant private equity practice, Keliuotis said, a sub-advisor would likely be hired. "SIS was recently hired to conduct a comprehensive review of our Division of Investments and that process is ongoing," said Matt Golden, a spokesman for the New Jersey Department of the Treasury, but declined to comment further.

[thepennyking]

Eircom Confirms IPO Price Range EUR1.48-EUR1.75
Thu Mar 4, 4:41 AM ET


The secondary offer of shares will see Eircom investors Providence Equity Partners Inc. and Soros Private Equity Partners Ltd. reduce their holdings from 44.2% and 17.9% respectively to 4.8% and 2% respectively.

In addition, Lionheart Ventures (Overseas) Ltd., which holds 5.1% of Eircom's shares, and Goldman Sachs Group Inc. (NYSE:GS - News) , which holds 1.4%, will reduce their holdings to zero and 0.2% respectively.


There will be an over-allotment option for a further 10% of shares in Eircom to be sold as part of the float which, if exercised, will see Providence, Soros and Goldman Sachs also reduce their holdings to zero.


The roadshow for the initial public offering starts Friday. Citigroup Inc. (NYSE:C - News) , Deutsche Bank AG (NYSE:DB - News) , Goldman Sachs and Morgan Stanley (NYSE:MWD - News) are the joint bookrunners.


-By Andrew Peaple, Dow Jones Newswires; [phone]; [e-mail]

http://story.news.yahoo.com/news?tmpl=story&u=/dowjones/20040304/bs_dowjones/200403040441000255

[thepennyking]

You might call biotech Valentis (VLTS) a late bloomer. On Dec. 29, it traded at 2.49 but by Feb. 25 had jumped to 5.72. What happened? George Soros, through his Perseus-Soros BioPharmaceutical Fund, bought more shares in a private deal, upping his stake to 20%. Valentis' lead product, Deltavasc, is a novel angiogenesis -- that is, it's designed to grow new blood vessels in patients suffering from arterial disease. Dennis Purcell, managing director at Perseus-Soros Fund, says Soros wants to help biotechs with good products complete their clinical trials. Initial results from Valentis' Phase 2 trials, which test for safety, look promising...according to Gene G. Marcial...

[thepennyking]

AFL-CIO Questions Comcast's Governance


A merger with Disney, maintains the union, will concentrate even more power in the hands of the chief executive and his family.


Stephen Taub, CFO.com

February 27, 2004

While governance experts and pension funds are beating up on Walt Disney Co., the nation's largest union is questioning the corporate citizenship of Disney's suitor, Comcast Corp.

According to Reuters, AFL-CIO leaders are suggesting that the cable giant's governance could be an impediment to its $48 billion hostile takeover offer for Disney.




AFL-CIO secretary-treasurer Richard Trumka reportedly fired off a letter to Comcast chairman C. Michael Armstrong calling on the company to alter its charter. The union seeks to eliminate some of Comcast's "unfair" corporate governance features, which put too much power in the hands of chief executive Brian Roberts and his family, maintains the AFL-CIO.

Trumka also called on Roberts to immediately resign from the board's governance and directors nominating committee, according to the letter, obtained by Reuters.

In a statement, Comcast defended its "culture of ethics" and pointed out that its shares outperforming the S&P 500 by a 2-to-1 margin since the company went public in 1972, according to the wire service. The company reportedly added that its governance plan, which Comcast altered when it AT&T's cable systems last year, was approved by more than 99 percent of AT&T shareholders.

Under the governance structure, shareholders cannot amend the Comcast charter or call special meetings, according to Reuters' report of the AFL-CIO letter. Until 2010 — or until Roberts resigns — it can be amended only with approval of 75 percent of the board.

The Roberts family controls one-third of the combined voting power in the company in shares that cannot be diluted, explains Reuters — which means that other shareholders will see their shares diluted if Comcast's all-stock offer for Disney is approved.

"Comcast's restrictive charter, dual-class voting arrangement, CEO-dominated nominating committee and lack of director independence are all contrary to the interests of Comcast and its shareholders," Trumka reportedly wrote. "In particular, Disney shareholders will perceive Comcast's corporate governance as a significant reason not to support any proposed merger."

[thepennyking]

$8.8 Billion in Financing for Adelphia


If approved, the exit financing would be more than four times the record $2 billion received by Kmart last year.


Stephen Taub, CFO.com

February 26, 2004

Adelphia Communications Corp., whose founders and former top executives are currently on trial for fraud and other charges, announced that it arranged $8.8 billion in exit financing as part of a reorganization plan that would take it out of bankruptcy.

If the plan is approved by the bankruptcy court, it would be by far the largest exit financing a company has ever received.




Last year Kmart Holding Corp. received a record $2 billion in financing when it emerged from bankruptcy, and UAL is currently trying to obtain approval for $2 billion in exit financing as part of its reorganization plan.

JPMorgan Chase & Co., Credit Suisse First Boston, Citigroup Inc., and Deutsche Bank AG will lead the financing package; each will provide an equal share of the commitment. The package includes $5.5 billion of senior secured credit facilities, a $3.3 billion bridge facility, and a $750 million revolving credit facility following the company's emergence from bankruptcy.

The proposed plan values Adelphia at $17 billion.

The company announced that it intends to issue preferred securities and common stock after it emerges from bankruptcy. Under the plan, Adelphia will distribute cash, preferred shares, and common stock as well as interests in a litigation trust for its creditors, shareholders, and litigants. However, no one from the Rigas family, the company's founders, will receive payments for their equity stakes or other claims.

[thepennyking]

O'Reilly and Soros will clean up in £1bn Eircom float
By Dominic White (Filed: 27/02/2004)


George Soros and Sir Anthony O'Reilly are expected to almost treble their money when they sell their shares in Eircom, the Irish phone company that yesterday unveiled plans for a €1.6billion (£1billion) March flotation.




The Hungarian and Irish financiers were part of a consortium that injected €400m of equity into the group when it was taken private in 2001 after the shares collapsed.

The consortium is expected to offload all of its 71pc stake in a secondary offering that analysts say could be worth 1billion. It has already benefited from a special dividend last summer.

Sir Anthony is expected to stay on as chairman of the group when Eircom floats, even though the newspaper proprietor is thought likely to place all of his 5pc stake.

Eircom's flotation comes five years after its first, ill-timed foray on to the stockmarket and will be the first by a large European telecoms company since France Telecom's cellphone unit Orange floated in 2001.

Ireland's former state telecoms monopoly hopes to also raise €300m of new money through a primary issue of new shares on the London and Irish stock exchanges.

Eircom will use this money to pay down some of its debt, estimated to be €2.2billion. The employee trust that holds the remaining 29pc of the equity - worth about €300m - is expected to buy enough new shares to avoid dilution.

Eircom's previous flotation in 1999 remains a painful memory for thousands of Ireland's small investors, who lost millions when the telecoms bubble burst.

However, Eircom chief executive Philip Nolan said the group had cut costs to the point where it could offer an attractive dividend. Citigroup, Deutsche Bank, Goldman Sachs and Morgan Stanley are joint bookrunners.

[thepennyking]

Vote Momentum Against Disney's Eisner

By Peter Henderson

LOS ANGELES (Reuters) - Another activist pension fund, North Carolina, on Friday joined at least seven states opposing Walt Disney Co. Chairman Michael Eisner's reelection to the board next week as Disney signaled it did not consider the vote a sweeping referendum on Eisner's stewardship.

Disney, braced for 30 percent of shareholders to oppose Eisner, also on Friday launched full-page advertisements in major newspapers featuring Mickey Mouse and Kermit the Frog and declaring "Our future is in good hands."


The 11-member Disney board is guaranteed to be reelected at the March 3 meeting, since there are no rival candidates, and so the battle is brewing whether to interpret a substantial percentage of votes withheld for Eisner as a call for him to step down or a less direct signal about corporate governance.


Comcast Corp. (NasdaqNM:CMCSA - news) whose takeover bid was rejected by the Disney board, is also waiting in the wings in Philadelphia, coincidentally the city in which Disney's meeting will be held, and analysts said it could pounce again after the vote.


Nell Minow, a governance analyst at the Corporate Library, said the vote would send a message to Comcast and other potential buyers. "The higher the vote of no confidence, the more vulnerable the company is," she said.


Smith Barney analyst Niraj Gupta argued in a note that Comcast could resubmit its $48 billion bid or sweeten it slightly by adding or substituting a cash component to the all-stock offer.


"We believe that Comcast would cite the shareholder vote as evidence that a management change is in order," he wrote.


The Comcast offer is now worth about $3.20 per share less than Disney's shares are trading on the New York Stock Exchange (news - web sites), although the discount has narrowed from $3.60 in mid-February, when Disney rejected the bid. Comcast's all-stock offer represented a 10 percent premium when it was made.


State funds opposed to Eisner hold at least 40 million shares, about 2 percent of Disney stock, and many more are still making decisions.


DISNEY SEES PROTEST OVER DUAL ROLES


A Disney source said that the company was prepared for more than 30 percent of shareholders to withhold their votes for Eisner and that the company saw the signal as a protest, largely inspired by adviser Institutional Shareholder Services, against his combined roles of chairman and chief executive.


Board member Judith Estrin made similar arguments in interviews with major newspapers. The board has not wavered from its public support of Eisner and his strategy for keeping Disney an independent content company focused on household names that range from Mickey Mouse to ESPN, and now include the Muppets after a recent acquisition.


Minow put the influence of ISS at around 10 percent of votes and said the board had wide latitude to interpret and respond to the results of the vote, including simply stepping up communication with investors.


A majority of the 11 board members up for reelection face protest votes or recommendations against them from two major shareholder advisers, major pension funds, or dissidents Roy Disney and Stanley Gold.


The board has reformed its governance rules over the past few years, although critics say Eisner still has too much power and that more reform is needed.


North Carolina Treasurer Richard Moore said on Friday that his state pension funds would withhold votes for Eisner as chief executive and chairman -- although he is only up for reelection to the board -- and withhold votes for the three audit committee members.

"As one of the most visible companies in the country Disney's management needs to be more responsive to its owners. The failure of the company to generate long-term value for shareholders combined with their past inattention to good corporate governance practices has forced us to take this step," he said in a statement.

Disney shares lost 20 cents or less than 1 percent to end at $26.53 on the New York Stock Exchange on Friday.

[ThatHawaiiGuy]

China became the world's largest consumer of copper in 2002, and now accounts for 20% of world consumption and 80% of world growth. Copper inventories as of this writing (2/18) are at 313,000 MT, the lowest in eight years. See current primary and scrap metal prices.

Prices are rising widely on the LME (London Metal Exchange), COMEX, and NYMEX, which freely trade in copper, aluminum, nickel, tin, lead, zinc, iron, steel, specialty steel, stainless steel, nickel alloy, chrome, titanium, ferrochrome, cobalt, molybdenum, antimony, manganese, titanium, tungsten, vanadium, and wolframite.

Even more alarming is the rate of decline in supply, prompting Pierre Lassonde of Newmont to state, "at this rate there won't be a pound of copper above ground on the planet in May." China is one of the largest consumers of alumina, zinc, lead, and nickel as well.

http://www.investorshub.com/boards/read_msg.asp?message_id=2462512


Except for all those 1982 and before pennies we're saving...
;->

[thepennyking]

Gold Banc Completes Sale of 8 Rural Kansas Locations; Announces Agreement to Sell 3 Rural Oklahoma Locations Business Editors LEAWOOD, Kan.--(BUSINESS WIRE)--Feb. 17, 2004--Gold Banc (NASDAQ:GLDB) has completed the previously announced sale of seven rural banking locations in Northeast Kansas (Marysville, Seneca, Sabetha, Clay Center, Linn, Concordia and Washington) and a rural banking location in southwest Kansas (Elkhart.) United Bank & Trust based in Marysville, Kansas, is the purchaser of the seven Northeast Kansas locations and First National of Tribune based in Tribune, Kansas is the purchaser of the southwest Kansas location (Elkhart.) In addition, Gold Banc has entered into a contract to sell three of its locations in rural Oklahoma (Weatherford, Geary and Cordell) to Bank of Western Oklahoma of Elk City. This transaction is expected to be completed early in the second quarter of this year. The purchase price was not disclosed.

"The completion of the sale of the eight rural locations is another positive step toward the achievement of our long-term strategic goal of focusing on our high-growth metropolitan markets," explained Mick Aslin, President and Chief Executive Officer of Gold Banc. "The sale of these locations brings Gold Banc to a watershed in its plan to focus on our high-growth metropolitan markets. We will continue to own, operate and grow the 40 Gold Banks in metropolitan Kansas City; Pittsburg, Kansas; St. Joseph, Missouri; Oklahoma and Florida. The capital generated from these sales will be invested in our growth markets." "Maintaining a high level of customer service is important to Gold Banc. We believe that all of the purchasers, United Bank & Trust, the First National Bank of Tribune and Bank of Western Oklahoma each will continue to provide our former customers with the level of service they have experienced from Gold Bank. We believe that the purchasers are committed to our relationship-oriented style of banking and are deeply involved in the communities they each serve. We look forward to working with them to provide a seamless transition for our customers," Aslin concluded.

The combined deposits of the eight branches involved in the completed transactions are approximately $347.5 million, with total loans of approximately $197.8 million. The combined deposits of the 3 Oklahoma locations in the currently announced agreement are $65.3 million with combined loans of approximately $26.0 million.

In implementing its strategy of focusing on high-growth metropolitan markets and with the completion of the sales announced today, Gold Banc has sold 19 rural banks in Kansas and Oklahoma.

Gold Banc Corporation, Inc. is a bank holding company headquartered in Leawood, Kansas. Gold Banc provides banking and wealth management services through 40 locations in Kansas, Missouri, Oklahoma and Florida and is traded on the NASDAQ under the symbol GLDB.

This release contains information and "forward-looking statements" which relate to matters that are not historical facts and which are usually preceded by the words "may," "will," "should," "could," "would," "plan," "potential," "estimate," "project," "believe," "intend," "anticipate," "expect," "target" and similar expressions.

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, but not limited to, the ability to complete the merger and those described in the periodic reports we file under the Securities Exchange Act of 1934 under the captions "Forward-Looking Statements" and "Factors That May Affect Future Results of Operations, Financial Condition or Business." Because of these and other uncertainties, our actual results may be materially different from that indicated by these forward-looking statements. You should not place undue reliance on any forward-looking statements. We will not update these forward-looking statements, even though our situation may change in the future, unless we are obligated to do so under the federal securities laws.

[thepennyking]

AXA Financial Will Not Increase Price for MONY Group Current Level Of Appraisal Demands Will Not Deter or Delay Closing NEW YORK, Feb. 17 /PRNewswire-FirstCall/ -- To put an end to speculation regarding various aspects of its pending acquisition of The MONY Group Inc.

(NYSE: MNY), AXA Financial's President and Chief Executive Officer, Christopher "Kip" Condron today stated: "As we have said from the time that we announced this transaction, we believe our offer to shareholders of $31 per share is full and fair. We will not increase it. Moreover, we remain optimistic that MONY shareholders will approve the acquisition.

"In addition, we are committed to closing this acquisition immediately following the receipt of all regulatory approvals and the satisfaction of other closing conditions and notwithstanding the current level of appraisal rights demands. In that regard, we believe that the speculation among a number of analysts - that if the deal is not approved, the price of MONY's shares could well fall below $31 - should underscore to MONY shareholders that they would not be well served by opposing the deal or by pursuing an appraisal proceeding in the hopes of receiving a higher valuation." About AXA Financial AXA Financial, Inc., with approximately $472.2 billion in assets under management as of September 30, 2003, is one of the world's premier financial services organizations through its strong brands: The Equitable Life Assurance Society of the U.S., AXA Advisors, LLC, Alliance Capital Management, L.P., Sanford C. Bernstein & Co., and its wholesale distribution company, AXA Distributors, LLC. AXA Financial is a member of the global AXA Group, a worldwide leader in financial protection and wealth management.

Important Legal Information The MONY Group Inc. ("MONY") filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") on January 8, 2004 regarding the proposed acquisition of MONY by AXA Financial. Before making any voting or investment decisions, investors and security holders of MONY are urged to read the proxy statement regarding the acquisition carefully in its entirety, because it contains important information about the proposed transaction.

MONY's proxy statement is being sent to the stockholders of MONY seeking their approval of the transaction. Investors and security holders may obtain a free copy of the proxy statement, and other documents filed with, or furnished to, the SEC at the SEC's web site at www.sec.gov. The proxy statement and other documents may also be obtained for free from MONY and AXA Financial by directing a written request to Shareholder Services, MONY, 1740 Broadway, New York, N.Y. 10019; Attn: John MacLane ([e-mail].), or to AXA Financial, 1290 Avenue of the Americas, New York, N.Y. 10104, Attn. Robert Walsh ([e-mail]).

Forward Looking Statements Certain statements contained herein are forward-looking statements including, but not limited to, statements that are predictions of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties, including the risk that the proposed acquisition may not be consummated. The following factors, among others, could cause actual results or the status of the transaction to differ materially from those described herein or from past results: the failure of the MONY stockholders to approve the transaction; the risk that the AXA Financial and MONY businesses will not be integrated successfully; the costs related to the transaction; inability to obtain, or meet conditions imposed for, required governmental, regulatory and other third-party approvals and consents; other economic, business, competitive and/or regulatory factors affecting AXA Financial; and the risk of future catastrophic events including possible future terrorist related incidents.

Please refer to AXA Financial's Annual Report on Form 10-K for the year end December 31, 2002 for a description of certain important factors, risks and uncertainties that may affect AXA's business. AXA Financial does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise.

AXA Financial files reports and other information with the SEC. You may read and copy any reports and other information filed by the companies at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.

SOURCE AXA Financial, Inc.

[thepennyking]

Mudanjiang DongXing Group Signs Agreement With U.S. Public Company; Mudanjiang DongXing Group Shareholders Will Own Majority Of U.S. Public Company Business Editors NEW YORK--(BUSINESS WIRE)--Feb. 17, 2004--Global Access Ventures, an international consulting and venture capital firm, announced today that Mudanjiang DongXing Group, Ltd. has recently entered into an agreement with a U.S. public company, which will result in the DongXing Group, Inc. shareholders owning ninety percent of the shares of the U.S. public company. After the closing, which is subject to various conditions, DongXing Group, Inc. will be a wholly owned subsidiary of the U.S. public company. The management of DongXing Group, Inc. will remain in place with Mr. He Maoxing as its Chairman and General Manager. Mr. He will also assume the additional responsibility as Chairman of the Board of Directors and General Manager of the U.S. public company.

"Becoming a public company in the U.S. is a very prestigious and major step for DongXing", states Mr. He, chairman of DongXing Group.

"I believe this structure will provide opportunities in the U.S. as well as other countries around the world." Global Access Ventures is an international consulting and venture capital firm located in New York, New York. Consulting services include mergers and acquisitions, reverse mergers, and capital investments.