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  1. hartleib1 is offline
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    09-17-2008, 12:52 PM #31
    Management looking out for their shareholders. What a concept!!!

    Shares of flash memory card maker SanDisk Corp. soared Wednesday, a day after the company rejected a $5.9 billion bid by Samsung Electronics Co Ltd.

    Milpitas-based SanDisk (NASDAQ: SNDK) was up about 45 percent in mid-morning trading to $21.60.

    Samsung currently pays SanDisk about $350 million a year in royalties to use its flash technology, and SanDisk said that while Samsung's $26-a-share cash offer -- which represents an 80 percent premium to its Monday close -- undervalued the company, it would be open to discussing an offer that recognized SanDisk's "intrinsic value."

    In a letter to Seoul, Korea-based Samsung vice chairman and CEO Yoon-Woo Lee, SanDisk said the offer is “an opportunistic attempt to take advantage of SanDisk’s current stock price.” The board said the stock price is “depressed” because of business cycles in the industry.

    Eli Harari, chairman and CEO of SanDisk said, “We believe Samsung’s proposal does not provide appropriate value to our stockholders and is opportunistically timed at the trough of an industry-wide downturn. We believe we have the strategy, execution record, innovation and financial resources to return to profitable growth and be the flash memory leader in new growth markets in mobile devices, solid state disk, and portable consumer electronics.”

    SanDisk is advised by Goldman Sachs Group Inc. and Morgan Stanley

  2. frigginregan is offline
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    09-17-2008, 12:53 PM #32
    Hey...I for one wouldn't mind a $4 offer to go private. I've been in it a long time and averaged down enough that $4 would make me a profit.

    I have taken my lumps with every other long...and as much as I love the product, and would love to ride the stock into the this point if I can get out with a profit(or even break even!) I'd take it.

    But all this is speculation. It's still a waiting game. Alot can happen over the next few quarters.

  3. JasonL is offline
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    Joined: Dec 2007 Posts: 107
    09-18-2008, 09:19 AM #33
    Mr. Hartleib, as most of us who question Mel's decisions, we are teamed up against, as I can see is being done to you.
    Just wanted to let you know, there are some of us shareholders out here that absolutely agree with you. I still stand behind your statements, I don't believe you are empowering conspiracy theory, I believe you speak facts most just want to block out or try to spin into some rosy future.
    Ultimately, Mel is a Billionaire that will do whatever is necessary to retain his billions, I do not believe we are in his best interests. He's just another fat cat CEO, and I know where his loyalty lies, in his bank account.
    Last edited by JasonL; 09-18-2008 at 09:22 AM.

  4. deewcom is offline
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    09-18-2008, 12:36 PM #34

    Who Is Telling The Truth?

    Karmazin wants to see SIRI XM become a media giant. He wants it to be competitive with all of AM/FM radio and blow their doors off. Cramer and GS, NAB execs and sundry media rivals that Karmazin has known (and stepped on) throughout his career are laughing at Mel Karmazin's current predicament. Karmazin seeks the last laugh. He hungers for the success of SIRI as much as he does the money. The money is the measuring stick.

    Now Harteib said that Mel F'ed the shareholders with his in-and-out public/private/public deals with his former company. Homer said that this did not happen - that shareholders made money in these transactions.
    I have not verified how those old deals transpired. Who is telling the truth?

    This is our new concern, that Mel will sell us out before we can make a profit. We are gun shy b/c we got screwed in the merger. Those of us XMSR holders got doubly screwed. Mel said that if anybody bets against him and gets screwed in the process - so be it.

    Cramer and GS and all those old rivals really got a belly-laugh out of that remark. They pretend to think that Mel has lost the killer instinct, as they laugh. They must remember that he who laughs last, laughs loudest.

  5. homer985 is offline
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    09-18-2008, 10:44 PM #35
    Tell you what, here are the facts -- so that everyone can see just how hard Karmazin ****ed his shareholders at Infinity (sarcasm intended, for those not figuring it out)...

    Infinity was a private company for 14 years -- from 1972 to 1986. They did an IPO, then went private again in 1988. Did he screw the shareholders then? Doubtful... radio was nothing to invest in back in the 1980's. It had no real value until the mid 1990's.

    It then went public again in 1992, where it remained public until he sold/merged it with Westinghouse/CBS in 1996. Did he screw the shareholders then? Well, the Market Cap on Infinity was about $2 billion -- he sold it to Westinghouse/CBS for $3.9 billion in stock... a 95% premium. And then sold/merged the whole thing into Viacom for $35 billion a few years later, in 1999.


    The Company was incorporated in 1972 in Delaware and first issued shares of its common stock to the public in June 1986. In August 1988, the Company became privately held as a result of a merger (the "Merger") with a company whose stockholders were the Company's principal stockholders and executive officers at the time. The Company was the surviving corporation in the Merger. On February 5, 1992, the Company and certain holders of warrants exercisable for shares of the Company's Class A Common Stock sold 13,788,826 shares of Class A Common Stock through an initial public offering (the "Common Stock IPO"). In addition, on May 13, 1993, the Company and certain holders of warrants exercisable for shares of the Company's Class A Common Stock sold 8,148,814 shares of Class A Common Stock through another public offering (the "Second Common Stock Offering").


    The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 14, 1996 was approximately $2,027,918,626. As of March 14, 1996, 78,203,141 shares of Class A Common Stock, excluding 4,191,218 treasury shares, 8,319,045 shares of Class B Common Stock, and 1,116,257 shares of Class C Common Stock were outstanding.


    On June 20, 1996, Westinghouse Electric Corporation, a Pennsylvania corporation ("Westinghouse"), R Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Westinghouse ("Sub"), and the Company entered into an Agreement and Plan of Merger dated as of such date (the "Merger Agreement"). The Merger Agreement provides for the merger (the "Merger") of Sub with and into the Company, with the Company as the surviving corporation following the Merger. The Merger Agreement provides, subject to the terms and conditions set forth therein, for the Company's stockholders to receive, at the effective time of the Merger, the right to receive 1.71 shares of the Common Stock, par value $1.00 per share, of Westinghouse in exchange for each share of Common Stock of the Company. Following the Merger, the Company will be a wholly owned subsidiary of Westinghouse.


    New York City -- (June 20, 1996) Westinghouse (NYSE:WX) and Infinity (NYSE:INF) announced today a definitive merger agreement involving approximately $3.9 billion in Westinghouse common stock, creating the country's preeminent radio broadcaster.


    On September 6, 1999, Viacom Inc. and CBS entered into an agreement and plan of merger, as amended. Pursuant to this merger agreement, each share of CBS common stock, par value $1.00 per share, that is issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 1.085 shares of Viacom non-voting Class B common stock and each share of CBS series B preferred stock, par value $1.00 per share, will convert into the right to receive 1.085 shares of Viacom series C preferred stock. The merger will be accounted for by the purchase method of accounting. The merger is contingent upon, among other things, regulatory and CBS shareholder approval. This transaction is expected to close in the first half of 2000.


    NEW YORK (CNNfn) - Viacom Inc. and CBS Corp. announced a blockbuster $35.6 billion merger Tuesday, a move which is designed to bring the network of Dan Rather in touch with the MTV generation.

    Last edited by homer985; 11-17-2008 at 02:11 PM.

  6. hartleib1 is offline
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    09-19-2008, 12:46 AM #36
    From what you site we would be looking at $1.80 a share with a 100 % premium. Homer you never answered my question. If you do not own shares why so much time on the SDARS issue?

  7. homer985 is offline
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    09-19-2008, 11:16 AM #37
    Quote Originally Posted by hartleib1 View Post
    From what you site we would be looking at $1.80 a share with a 100 % premium.
    However, you're running with the assumption that Karmazin has plans to sell or take the company private right now -- but that is not the case, right now. If a year from now (or so) the company has positive cash flow, positive EBITDA earnings and taken care of the debt refinancing for 2009 -- and Karmazin wants to sell the company... then it is my opinion that Sirius would not be at $1 and probably would be closer to $3. A 100% premium from there would be $6 and a very fair merger price, as that would put the EV up over $22 billion.

    I caution you again if you are basing any opinion you have on a conversation you had with a reporter. I've worked in the media for nearly 20 years and know a lot of reporters -- you are making a big mistake by forming opinions based on unpublished, private conversations you've had.

    Be that as it may, I am not going to sit here and speculate over what Karmazin will or won't do -- based on a supposed conversation you had with a reporter... because A) I don't trust you (you are a party in a lawsuit against the person we are discussing, which means your claims could be biased -- and you may leave out facts that are pertinent); because B) I don't trust your ability to draw acurrate conclusions, as I have discovered on more than one occasion your conclusion turned out to be completely inaccurrate; and because C) I don't trust reporters -- as reporters are notoriously just looking for the bigger story and quite often leave out pertinent info to any story... their conclusions can be (and often are) subjective... especially in private conversations.

    As I've said now for the 3rd time, come back with proof that Karmazin wants to take the company private and F- the shareholders. You said he has a history of doing it, however I proved above that he only took his company private one time in the mid 1980's.

    Quote Originally Posted by hartleib1 View Post
    Homer you never answered my question. If you do not own shares why so much time on the SDARS issue?
    Hartlieb, no disrespect was taken -- however my holdings disclosure, quite frankly, is none of your business. What I do with my time and how I spend it, is my business. I'm not a public person openly suing the company -- you are. I am just an annonymous message board participant, with a cursory interest in where the industry goes post merger. I'm not writing articles or blogs or hosting websites - and not making claims. I'm just a nobody with an opinion, generally responding to the claims of others. Buyer beware.

    However, you are the one making claims (that IMHO, can not be substantiated in this case). I submit to you -- that you are suing this company and management while participating on message boards, posting subjective claims and actively challenging the opinions of others on several boards. You claim to be looking out for the shareholder -- yet your participation on these boards makes these claims a conflict of interest, IMHO. Howso? Because your opinion is biased. And your claims are biased.

    P.S. - FWIW, I have voluntarily made my disclosure known on several boards in the past. Don't continue to make assumptions that you cannot prove.

    Last edited by homer985; 09-19-2008 at 11:27 AM.

  8. hartleib1 is offline
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    09-19-2008, 05:54 PM #38
    Homer maybe you missed the story

    Sirius XM Sends Signals of Change
    CEO Karmazin Seeks Revamped Financing and Subscriber Options for Satellite Radio

    September 15, 2008; Page B1

    With satellite radio's growth slowing and Wall Street rattled, Sirius XM Radio Inc. Chief Executive Mel Karmazin last week joked at an investor conference about how difficult it is to refinance some of the company's debt on reasonable terms. "Am I going to lend the company the money?" Mr. Karmazin asked. "I hope not. I hope we don't get to that."

    Bloomberg News/Landov

    CEO Mel Karmazin must shore up investor confidence.

    Sirius XM shareholders weren't in the mood for wisecracks. Since the merger of Sirius Satellite Radio Inc. and XM Satellite Radio Holdings Inc. in late July, the company's stock has fallen about 40%, and now trades at less than a dollar. The downward trajectory accelerated last week after the company issued subscriber forecasts that fell below analysts' expectations and failed to reassure investors about looming debt payments.

    In an interview, Mr. Karmazin conceded that his comments about the company's debt were flippant. "I wish I didn't say it," he said. "I tend to be candid. I said something off-handed. I wish it was as simple as that." Ultimately, he says there has been "a tremendous overselling of the stock" and that his company "is heading toward making a bunch of money in the future."

    The merger of Sirius and XM was supposed to build confidence in satellite radio, in which subscribers pay a monthly fee for programming that is delivered through special receivers. But already, the normally cocksure Mr. Karmazin is on the defensive about satellite radio's prospects.

    The months ahead will be a crucial proving ground. Sirius XM hopes to regain traction with consumers during the holiday season with its first programming packages and radio receivers that combine the Sirius and XM services. As an enticement to consumers who tried satellite radio but didn't stick with it, Mr. Karmazin has considered a plan to reactivate the radios of lapsed subscribers and give them a small selection of programming free of charge.

    Meanwhile, Mr. Karmazin's focus is to shore up investor confidence by refinancing $300 million in convertible bonds that come due in February, replacing them with bank debt. Last week, he told investors that he had already begun a series of meetings with banks. "They didn't want to hear that we're having discussions," Mr. Karmazin said. "They wanted it done." While the refinancing is a priority, Mr. Karmazin says he wants to arrange it at favorable terms; the last time he renegotiated debt in a hurry -- in July, the day before the merger closed -- the stock price dropped 16%. On the consumer front, the company is currently negotiating with big retailers like Best Buy and Circuit City to ensure top-notch placement and promotion for its product over the key holiday sales season. The retail market has been dead for well over a year, Mr. Karmazin said, because of confusion over the Sirius-XM merger.

    The company will soon introduce radios that allow consumers more flexibility in the programming, including a 50-channel plan that costs $6.99 a month. Sometime next year, radios that can play the entire lineup from both Sirius and XM will hit the market.

    Starting next month, even those who don't upgrade their radios will be able to pay an extra $4 a month and get a few "best of" channels from the other company's service. For example, a current XM subscriber will be able to get Howard Stern and Martha Stewart, now exclusively on Sirius.

    One potential use for inactive radios: zapping a limited selection of programming to them. "That would be a very efficient use," says Mr. Karmazin, adding the company has considered the move but currently doesn't have plans to implement it.

    Given Sirius XM's low stock price, Mr. Karmazin said he would love to take the company private. But given the state of the credit markets, "How do you find [the money] today?" If the company were generating positive cash flow, which he expects it to do for the full year in 2009, privatization would become much more feasible, he says.Talk-show host Howard Stern's five-year, $500 million pay package, announced in 2004, included 34.4 million shares payable to him and his agent, Don Buchwald. Then, the shares were worth about $110 million; by the time he joined the company in 2006, they were worth more than $220 million because of the stock's sharp rise. Today, those shares would be worth $32.6 million. Mr. Karmazin declined to comment on Mr. Stern's current holdings; Mr. Buchwald wasn't available for comment.

  9. homer985 is offline
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    09-20-2008, 11:40 AM #39
    Quote Originally Posted by hartleib1 View Post
    Homer maybe you missed the story.
    Hartlieb, maybe you missed that I acknowledged that comment made to Sarah in one of my first posts in this thread, on this topic:


    P.S. - There is not one shred of evidence to support a claim that he is attempting to "steal" the company from the shareholders. That was merely a response to a question asked by a reporter, in which he even said he wasn't going to do it. If you're calling him a liar -- then fine. But watch your emotions... you're going to (once again) see things that just aren't there. I point out the headline to this thread that YOU started:

    "Mel wants to F his shareholders buy stealing the combined co. from you."

    Prove it...
    Him responding to a question asked by a reporter by saying what he said, does not mean that Karmazin is trying to F his shareholders. That is a claim made by you. I asked you to prove the headline in your thread here -- and you have not done so other than to quote Sarah's article and to say he's done it in the past -- neither of which is true and neither of which proves your headline. You then say that "Sarah told you" -- to which I don't believe you... because YOU hear what YOU want to hear because YOU are suing the company.

    I say again, PROVE that he wants to F the shareholders...

    And BTW as I said in my previous post, taking the company private after 2009 and if they met the metrics he noted in his comment to Sarah -- do you really believe that Sirius will only be worth $1?

    Assumptions and emotions (both good and bad) -- that is a BAD combination for this stock... you gotta learn to disconnect, man...

    Last edited by homer985; 09-20-2008 at 11:43 AM.

  10. homer985 is offline
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    09-20-2008, 11:56 AM #40
    And here's another post, you must have not read:

    Remember, I discussed Sarah's article and not fully trusting what you read, for many reasons...

    A) The reporter heard wrong or quoted wrong or didn't quite follow what the person speaking meant (happens more often than you think -- it just happened to me last month for an article I was interviewed for. It happens especially in this day and age where reporters aren't as dilligent as they used to be)

    B) The person being interviewed spoke wrong (happens quite often too)


    C) The quote was taken out of context to make a better story (don't let the facts get in the way of a good story)

    Keeping the above in mind... you want to compound Karmazin's statement into one that says that he wants to "F the shareholders"?


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