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Enron Mail |
----- Forwarded by Sara Shackleton/HOU/ECT on 12/20/2000 05:01 PM -----
"Dranguet, Beth Ann" <badranguet@velaw.com< 12/19/2000 09:52 PM To: "Shackleton, Sara (Enron)" <sara.shackleton@enron.com< cc: "'Clint.Freeland@enron.com'" <Clint.Freeland@enron.com<, "Jim Armogida (E-mail)" <jarmogi@enron.com<, "Baird, Bob" <RBaird@velaw.com< Subject: CSFB and UBS Confirmations Sara, I am still working on the share repurchase program question but wanted to get to you what answers I had. 1. On UBS, the language we discussed could be drafted as follows: "In the event the Trigger Price is increased to equal the Other Trigger Price, the Determined Amount shall be reduced so that the Effective Share Price is increased in direct proportion to the increase in the Trigger Price. The "Effective Share Price" shall be the result obtained by dividing X by Y where "X" equals the product of the Price Per Share multiplied by the Number of Shares, and "Y" equals the Number of Shares plus the Determined Amount." 2. I was able to find a summary of the November 15-16, 2000 Emerging Issues Task Force meeting discussing the "best efforts" language in increasing the authorized shares. I would propose revising the stricken language in 3(a) to read as follows: "In the event that, but for this Section 3, titled "Other Provisions," Party B would be obligated to deliver a number of Shares equal to the Determined Amount plus the Excess Shares, Party B shall have an ongoing obligation to satisfy delivery of the Excess Shares; provided however that the number of Excess Shares to be delivered hereby shall not exceed [________] shares. Party B may, at its sole option, satisfy delivery of the Excess Shares by using its best efforts to increase its Authorized Shares or by delivery of a cash payment equal to the [product obtained by multiplying the Excess Shares by the Final Price]." Please confirm that the formula for the cash payment is appropriate. Their language puts a cap on the number of shares to be delivered but that cap is tied to a value making the number of shares to be delivered indeterminate and therefor outside your control. The cap drafted above solves this problem. It is important to note that no interest can accrue while Party B is waiting to get approval to increase its authorized shares, if so the obligation would be accounted for as debt. _________________ Beth Ann Dranguet Vinson & Elkins L.L.P. One American Center 600 Congress, Suite 2700 Austin, Texas 78701 (512) 495.8595 (512) 236.3226 fax (888) 203.5056 pager badranguet@velaw.com ++++++CONFIDENTIALITY NOTICE+++++ The information in this email may be confidential and/or privileged. This email is intended to be reviewed by only the individual or organization named above. If you are not the intended recipient or an authorized representative of the intended recipient, you are hereby notified that any review, dissemination or copying of this email and its attachments, if any, or the information contained herein is prohibited. If you have received this email in error, please immediately notify the sender by return email and delete this email from your system. Thank You
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