Replies to post #22245 on Zeev's Turnips Patch-No Politics (ZEEV)

[Bruce A Thompson]

Jim, Just found this on MIR tender offer EDIT

Interesting view of tender from DYN board:

http://ragingbull.lycos.com/mboard/boards.cgi?board=DYN&read=7725

By: jdojr2 $$$$$
03 Sep 2002, 02:53 PM EDT Msg. 7725 of 7750

LOL..no wonder we see no movement... I read the tender offer like this:

We offer to buy your shares in DYN for $2.88 per share. We don't have the cash to do this, but have warrants that we can sell to buy your shares. Once you promise to sell us your shares, you cannot withdraw the offer, even if it takes us months to sell our warrants. Of course we may decide that we cannot fullfill our tender offer and will have to let you keep your shares.

So in effect, if the price increases above $2.88, you can bet your life that they will sell the warrants. If it stays low, they may "discover" that they cannot sell thier warrants. SO they are locking you into a $2.88 price, basically at thier option, not yours. A losing deal fr shareholders. Therefore the DYN board better hurry up and say..."shareholders, don't fall for it".

I am unclear what the "warrants are. BUt I gather they are for shares of Mainstreet. Which means that they probably cannot exercise them unless the price of the stocks thy are trying to buy increases above the tender value. BEWARE.

all this IMO only..read it an talk to a lawyer or CPA is you really want to understand the offer.


EDIT Main Street has no creditability. A quick check shows that it is a POS.
MAIN STREET formerly traded on the NASD OTCBB system and anticipates reinstatement when it again meets minimum asset listing criteria post-merger. The Company carries a clean audit opinion from its SEC practice public auditors for calendar years 1999 and 2000. MAIN STREET acquired fifteen oil and gas partnerships and related entities and immediately reorganized them and itself under Chapter 11 of the Bankruptcy Code in January 2000. At that point it sold and distributed assets, obtained a general release of liability and began financial reporting forward under fresh start accounting.

[Bruce A Thompson]

Mirant, Dynegy Caution Holders on Main Street Offer (Update1)
By Jim Kennett

Atlanta, Sept. 4 (Bloomberg) -- Mirant Corp. and Dynegy Inc., two energy traders whose shares have tumbled this year, told shareholders that a California investment group's tender offer for their stock could be risky.

Main Street AC Inc. offered yesterday to buy up to 4.9 percent of both Mirant and Dynegy at $4.97 and $2.88 a share, respectively. Those prices are premiums of more than 30 percent to the stocks' closing prices Wednesday. San Diego-based Main Street also offered to buy stakes in traders Reliant Resources Inc. and Aquila Inc.

Mirant urged investors to reject the offer. Those who tender their shares risk locking up the stock with Main Street, which in turn can indefinitely postpone acquiring the stakes, the company said in a statement.

``This has the effect of binding the shareholder to sell the tendered stock to Main Street,'' Mirant said.

Dynegy urged in a statement that shareholders use ``extreme caution.'' Such tenders, by offering to buy less than 5 percent of a stock, avoid many of the U.S. Security and Exchange Commission's disclosure requirements, it said.

Shares of the energy companies have plunged this year as trading collapsed, power prices fell and regulators opened investigations into the industry's accounting and trading practices. Dynegy shares have dropped 91 percent, and Mirant has fallen 79 percent.

`100 Percent Committed'

Chester Billingsley, Main Street's president, acknowledged in an interview yesterday that such offers can be ``scams'' intended to catch the unwary. ``In our case, we are offering at a premium,'' Billingsley said. `` We can't withdraw if the price goes down, and we commit 100 percent of the funds to those shares.''

Main Street has said it intends to raise $170 million for the purchases. Spokespeople for Reliant and Aquila said their companies are evaluating the proposals.

Shares of Atlanta-based Mirant fell 10 cents to $3.38 in New York Stock Exchange composite trading. Dynegy rose 13 cents to $2.17.