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fung_derf

09/14/06 12:07 PM

#74502 RE: yaadmon #74498

Oh goody! Can you tell me what day so I'm not out having my nails done or something.
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Our-Street

09/14/06 12:13 PM

#74510 RE: yaadmon #74498

Actually, there are two "official" descriptions of what has happened and what might or might not happen in the future. Since they do differ slightly, you need to make the call as to which one is more credible.

Let's start with the "Official 8K version" as filed with the SEC by CSHD/FHAL

2.6 AVERAGE CLOSING PRICE ADJUSTMENT.

In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ). In the event that the Buyer elects option (c) described above, the Company may terminate this Agreement by providing the Buyer written notice of termination no later than one (1) Business Day prior to the Closing Date.


Then we have the Official Rufus version as described in his explaination to the market.

"They’s when the reset is done.. ok.. at the time of the halt trading and then [garbled] then this will be blah blah blah then here’s our filing with the SEC and then that’s official…. That is when the market’s reset. And anyone that says you can’t.. they’re lying to you."

Now, as you can see.. although at first glance they might appear quite similar in both style and substance... upon closer examination there are some distinctions. The most significant is the fact that Rufus is describing a reset of the ACTUAL market price and the agreement calls for a setting of the "Average Closing Price" which would be a bookeeping entry and not actualy impact the market at all.

So, there you have it.. two versions from the same company.. one as filed with the SEC and one as spoken by Rufus Paul Harris. All you have to do it pick the most believable one.