Looking good for the Cingular takeover of AT&T

[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]

In <[email protected]> on Sun, 15 Aug 2004 17:07:40
GMT, "Chris Russell" <[email protected]> wrote:

>Sorry John, I think I now understand. The rural areas where they are not
>utilizing the spectrum and might have to divest before the merger, if that
>value was more than $8.25 B, any of the parties may opt-out of the merger
>(but is not required to opt-out).

Correct. Likewise possible urban areas where they would otherwise have too
much of the available spectrum.

>I searched online at Cingular and the SEC for the Cingular Disclosure Letter
>(which the merger agreements referred to in sec. 6.5 (b)), but only found
>the same merger agreement under Cingular and AT&T Wireless.

I don't think the Cingular Disclosure Letter is public. There are often
appropriately non-public documents in mergers, although I think a good case
can be made that at least some parts of this document should be made public
since they clearly have a potential material effect on the stock price.

--
Best regards,
John Navas <http://navasgrp.home.att.net/>

---

› See More: Looking good for the Cingular takeover of AT&T

[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]

In <[email protected]> on Sun, 15 Aug 2004 16:27:04 GMT,
"nonsense" <[email protected]> wrote:

>For those too lazy to copy and paste the link:
>[SNIP copyrighted material]

The reason for the link is that it's a violation of copyright to post the full
text to the newsgroup. (Oops.)

--
Best regards,
John Navas <http://navasgrp.home.att.net/>

In alt.cellular John Navas <[email protected]> wrote:

> Correct. Likewise possible urban areas where they would otherwise have too
> much of the available spectrum.

"too much" doesn't exist as a legal concept anymore, since the FCC got rid
of the spectrum cap a few years ago. Any significant hurdles to completing
the merger are much more likely to be put up by the Department of Justice,
for antitrust reasons, than the FCC.

--
JustThe.net Internet & New Media Services, http://JustThe.net/
Steven J. Sobol, Geek In Charge / 888.480.4NET (4638) / [email protected]
PGP Key available from your friendly local key server (0xE3AE35ED)
Apple Valley, California Nothing scares me anymore. I have three kids.

"John Navas" <[email protected]> wrote in message
news:[email protected]...
> [POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]
>
> In <[email protected]> on Sun, 15 Aug 2004 16:27:04 GMT,
> "nonsense" <[email protected]> wrote:
>
> >For those too lazy to copy and paste the link:
> >[SNIP copyrighted material]
>
> The reason for the link is that it's a violation of copyright to post the
full
> text to the newsgroup. (Oops.)
>
> --
> Best regards,
> John Navas <http://navasgrp.home.att.net/>


OH ****! CALL THE INTERNET POLICE!

[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]

In <[email protected]> on Sun, 15 Aug 2004 14:12:29 -0500, Steven
J Sobol <[email protected]> wrote:

>In alt.cellular John Navas <[email protected]> wrote:
>
>> Correct. Likewise possible urban areas where they would otherwise have too
>> much of the available spectrum.
>
>"too much" doesn't exist as a legal concept anymore, since the FCC got rid
>of the spectrum cap a few years ago. Any significant hurdles to completing
>the merger are much more likely to be put up by the Department of Justice,
>for antitrust reasons, than the FCC.

While the FCC lifted the "per se" spectrum cap, it continues to "analyze the
competitive effects of transactions involving mobile telephony service
providers on a case-by-case basis." Thus "too much" does still exist as a
legal concept, just not as a "per se" concept, and it remains "possible" in
any event -- I didn't say likely - that divestiture might be required in an
urban area, by the FCC, Justice Department, or at the instigation of an
interested party (e.g., state government, competitor).

--
Best regards,
John Navas <http://navasgrp.home.att.net/>

[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]

In <[email protected]> on Mon, 16 Aug 2004 00:36:45 GMT,
"nonsense" <[email protected]> wrote:

>"John Navas" <[email protected]> wrote in message
>news:[email protected]...

>> The reason for the link is that it's a violation of copyright to post the full
>> text to the newsgroup. (Oops.)

>OH ****! CALL THE INTERNET POLICE!

That's not funny, thanks to the DMCA.

--
Best regards,
John Navas <http://navasgrp.home.att.net/>

On Sat, 14 Aug 2004 22:57:56 GMT, John Navas
<[email protected]> wrote:

>[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]
>
>In <[email protected]> on Sat, 14 Aug 2004
>22:05:28 GMT, "Chris Russell" <[email protected]> wrote:
>
>>A merger is a fluid give and take situation.
>
>Not true. Once a definitive agreement has been signed, it can only be
>modified according to the terms of the agreement.

Which happens regularly -- ESPECIALLY when there are dramatic changes
that affect the business and/or attractiveness of the company being
acquired.

On Sun, 15 Aug 2004 17:23:19 GMT, John Navas
<[email protected]> wrote:

>[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]
>
>In <[email protected]> on Sun, 15 Aug 2004 16:27:04 GMT,
>"nonsense" <[email protected]> wrote:
>
>>For those too lazy to copy and paste the link:
>>[SNIP copyrighted material]
>
>The reason for the link is that it's a violation of copyright to post the full
>text to the newsgroup. (Oops.)

Ever heard of posting a link, or at least the relevant portions that
back up your statement?????

[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]

In <[email protected]> on Mon, 16 Aug 2004 12:32:28
GMT, Cyrus Afzali <[email protected]> wrote:

>On Sat, 14 Aug 2004 22:57:56 GMT, John Navas
><[email protected]> wrote:
>
>>In <[email protected]> on Sat, 14 Aug 2004
>>22:05:28 GMT, "Chris Russell" <[email protected]> wrote:
>>
>>>A merger is a fluid give and take situation.
>>
>>Not true. Once a definitive agreement has been signed, it can only be
>>modified according to the terms of the agreement.
>
>Which happens regularly -- ESPECIALLY when there are dramatic changes
>that affect the business and/or attractiveness of the company being
>acquired.

Significant changes are relatively uncommon in my experience.

--
Best regards,
John Navas <http://navasgrp.home.att.net/>

[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]

In <[email protected]> on Mon, 16 Aug 2004 12:36:44
GMT, Cyrus Afzali <[email protected]> wrote:

>On Sun, 15 Aug 2004 17:23:19 GMT, John Navas
><[email protected]> wrote:
>
>>In <[email protected]> on Sun, 15 Aug 2004 16:27:04 GMT,
>>"nonsense" <[email protected]> wrote:
>>
>>>For those too lazy to copy and paste the link:
>>>[SNIP copyrighted material]
>>
>>The reason for the link is that it's a violation of copyright to post the full
>>text to the newsgroup. (Oops.)
>
>Ever heard of posting a link, or at least the relevant portions that
>back up your statement?????

Ever hear of doing your own homework????? ;-)

I didn't think a link was terribly necessary in this case, but here you go:
"10 Big Myths about copyright explained"
<http://www.templetons.com/brad/copymyths.html>.

--
Best regards,
John Navas <http://navasgrp.home.att.net/>

On Mon, 16 Aug 2004 14:05:22 GMT, John Navas
<[email protected]> wrote:

>[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]
>
>In <[email protected]> on Mon, 16 Aug 2004 12:36:44
>GMT, Cyrus Afzali <[email protected]> wrote:
>
>>On Sun, 15 Aug 2004 17:23:19 GMT, John Navas
>><[email protected]> wrote:
>>
>>>In <[email protected]> on Sun, 15 Aug 2004 16:27:04 GMT,
>>>"nonsense" <[email protected]> wrote:
>>>
>>>>For those too lazy to copy and paste the link:
>>>>[SNIP copyrighted material]
>>>
>>>The reason for the link is that it's a violation of copyright to post the full
>>>text to the newsgroup. (Oops.)
>>
>>Ever heard of posting a link, or at least the relevant portions that
>>back up your statement?????
>
>Ever hear of doing your own homework????? ;-)
>
>I didn't think a link was terribly necessary in this case, but here you go:
>"10 Big Myths about copyright explained"
><http://www.templetons.com/brad/copymyths.html>.

If you're talking about knowledge of copyright law, thanks for the
tip, but it was required as part of my degree work. There was no link
on the previous post I saw, so if you posted one, I apologize. It
would indeed be against copyright law to post the entire article, but
not to only post one or two paragraphs with a link. That falls
squarely under "fair use" provisions of U.S. copyright law.

On Mon, 16 Aug 2004 14:03:08 GMT, John Navas
<[email protected]> wrote:

>[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]
>
>In <[email protected]> on Mon, 16 Aug 2004 12:32:28
>GMT, Cyrus Afzali <[email protected]> wrote:
>
>>On Sat, 14 Aug 2004 22:57:56 GMT, John Navas
>><[email protected]> wrote:
>>
>>>In <[email protected]> on Sat, 14 Aug 2004
>>>22:05:28 GMT, "Chris Russell" <[email protected]> wrote:
>>>
>>>>A merger is a fluid give and take situation.
>>>
>>>Not true. Once a definitive agreement has been signed, it can only be
>>>modified according to the terms of the agreement.
>>
>>Which happens regularly -- ESPECIALLY when there are dramatic changes
>>that affect the business and/or attractiveness of the company being
>>acquired.
>
>Significant changes are relatively uncommon in my experience.

Say what? What do you call all the changes that have white-collar jobs
going outside the U.S. While this doesn't relate directly to
Cingular/AT&T, it's absolutely ludicrous to say that significant
changes in business are uncommon -- ESPECIALLY in a business that has
only been part of the mainstream for about 10 years.

If you want to talk about changes, look at what caused AOL/TW (as it
was then known) to take a $54 BILLION write-down to cover the
decreased value of assets between the time the merger was announced
and the time it was completed. If that's not a significant change, I
don't know what is.

See, John, this is where people have problems with your points of
view. Some of them are just so far off the wall, absolutely no one in
their right mind could take them seriously. There's just too much
real-world data that refutes them.

I remember another example where you were saying in
comp.dcom.modems.cable that it was likely that cable providers could
meter bandwidth in the U.S. to cover abuse from streaming media hogs,
etc. Look what's happened: competitive pressures have every broadband
provider upping their speed caps or decreasing prices. And these
things are being done by companies with the cash to make the bets.
It's also happening in a business where prices get continually
cheaper. It didn't make any sense to say it then and it's being proven
wrong now.

[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]

In <[email protected]> on Mon, 16 Aug 2004 14:24:37
GMT, Cyrus Afzali <[email protected]> wrote:

>On Mon, 16 Aug 2004 14:03:08 GMT, John Navas
><[email protected]> wrote:
>
>>In <[email protected]> on Mon, 16 Aug 2004 12:32:28
>>GMT, Cyrus Afzali <[email protected]> wrote:
>>
>>>On Sat, 14 Aug 2004 22:57:56 GMT, John Navas
>>><[email protected]> wrote:
>>>
>>>>In <[email protected]> on Sat, 14 Aug 2004
>>>>22:05:28 GMT, "Chris Russell" <[email protected]> wrote:
>>>>
>>>>>A merger is a fluid give and take situation.
>>>>
>>>>Not true. Once a definitive agreement has been signed, it can only be
>>>>modified according to the terms of the agreement.
>>>
>>>Which happens regularly -- ESPECIALLY when there are dramatic changes
>>>that affect the business and/or attractiveness of the company being
>>>acquired.
>>
>>Significant changes are relatively uncommon in my experience.
>
>Say what? What do you call all the changes that have white-collar jobs
>going outside the U.S.

Not changes in the *terms of the merger agreement* (and considerably overblown
when you look at actual numbers).

>While this doesn't relate directly to
>Cingular/AT&T, it's absolutely ludicrous to say that significant
>changes in business are uncommon -- ...

I didn't say or even imply that -- the context here is changes in the *terms
of the merger agreement*, not the businesses themselves, which may indeed
change greatly.

>See, John, this is where people have problems with your points of
>view.

See, Cyrus, this is where I have problems with your criticism -- you're
running off half-cocked -- you jumped into the thread late and without paying
enough attention to the context, and thus misinterpreted what I was saying.

>I remember another example where you were saying in
>comp.dcom.modems.cable that it was likely that cable providers could
>meter bandwidth in the U.S. to cover abuse from streaming media hogs,
>etc.

That's not what I said about metering -- you're again misinterpreting what
I was saying.

--
Best regards,
John Navas <http://navasgrp.home.att.net/>

[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]

In <[email protected]> on Mon, 16 Aug 2004 14:19:48
GMT, Cyrus Afzali <[email protected]> wrote:

>On Mon, 16 Aug 2004 14:05:22 GMT, John Navas
><[email protected]> wrote:
>
>>In <[email protected]> on Mon, 16 Aug 2004 12:36:44
>>GMT, Cyrus Afzali <[email protected]> wrote:
>>
>>>On Sun, 15 Aug 2004 17:23:19 GMT, John Navas
>>><[email protected]> wrote:
>>>
>>>>In <[email protected]> on Sun, 15 Aug 2004 16:27:04 GMT,
>>>>"nonsense" <[email protected]> wrote:
>>>>
>>>>>For those too lazy to copy and paste the link:
>>>>>[SNIP copyrighted material]
>>>>
>>>>The reason for the link is that it's a violation of copyright to post the full
>>>>text to the newsgroup. (Oops.)
>>>
>>>Ever heard of posting a link, or at least the relevant portions that
>>>back up your statement?????
>>
>>Ever hear of doing your own homework????? ;-)
>>
>>I didn't think a link was terribly necessary in this case, but here you go:
>>"10 Big Myths about copyright explained"
>><http://www.templetons.com/brad/copymyths.html>.
>
>If you're talking about knowledge of copyright law, thanks for the
>tip, but it was required as part of my degree work. There was no link
>on the previous post I saw, so if you posted one, I apologize. It
>would indeed be against copyright law to post the entire article, but
>not to only post one or two paragraphs with a link. That falls
>squarely under "fair use" provisions of U.S. copyright law.

[sigh] I said "full text". So now you agree with what I wrote. You again
jumped in without paying enough attention, and misinterpreted what I was
saying. Read more carefully.

--
Best regards,
John Navas <http://navasgrp.home.att.net/>

On Mon, 16 Aug 2004 18:50:27 GMT, John Navas
<[email protected]> wrote:

>[POSTED TO alt.cellular.attws - REPLY ON USENET PLEASE]
>
>>>>>Not true. Once a definitive agreement has been signed, it can only be
>>>>>modified according to the terms of the agreement.
>>>>
>>>>Which happens regularly -- ESPECIALLY when there are dramatic changes
>>>>that affect the business and/or attractiveness of the company being
>>>>acquired.
>>>
>>>Significant changes are relatively uncommon in my experience.
>>
>Not changes in the *terms of the merger agreement* (and considerably overblown
>when you look at actual numbers).

But if you look at the original statement, you jumped all over the
other poster when they said merger agreements were regularly admended.
That person said NOTHING about significance, only that changes were
common -- which is very true, if for no other reason than small
amendments in the share exchange rate, etc.
>
>>While this doesn't relate directly to
>>Cingular/AT&T, it's absolutely ludicrous to say that significant
>>changes in business are uncommon -- ...
>
>I didn't say or even imply that -- the context here is changes in the *terms
>of the merger agreement*, not the businesses themselves, which may indeed
>change greatly.

But again, those change regularly as well. And you can't exactly say
the two aren't related. The record writedown that was a result of the
AOL/TW merger was due to the declining value of assets. While that's
business related in one way, it's also part ofthe merger. So the two
issues are very much intertwined.
>
>>See, John, this is where people have problems with your points of
>>view.
>
>See, Cyrus, this is where I have problems with your criticism -- you're
>running off half-cocked -- you jumped into the thread late and without paying
>enough attention to the context, and thus misinterpreted what I was saying.

If you had been less condescending in the past, without resorting
frequently to terms like rubbish, you might have more people who took
your initial comments seriously. As it is, myself and several others,
have a hard time doing that.
>
>>I remember another example where you were saying in
>>comp.dcom.modems.cable that it was likely that cable providers could
>>meter bandwidth in the U.S. to cover abuse from streaming media hogs,
>>etc.
>
>That's not what I said about metering -- you're again misinterpreting what
>I was saying.

I just went back and Googled the discussion and there were several
instances where you were saying upstream metering would become common.
That hasn't happened, although upstream cap relaxations haven't moved
in tandem with downstream. However, that's really the only thing that
separates a consumer user from a business user.