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To: j.d.robbins who wrote (1048)6/2/1999 11:56:00 AM
From: John Carragher
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I haven't seen anything on the tender in my Ameritrade account fyi

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To: musea who wrote (1045)6/2/1999 12:01:00 PM
From: Lazarus Vekiarides
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The risk is that the shares I tender will not be bought. That aside, I see no other risks. It sounds like a better giveaway than the USW special dividend.

Laz

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To: j.d.robbins who wrote (1048)6/2/1999 12:20:00 PM
From: LJM
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This USWest deal will not close until late in the year 2000, (May or Sept) if it can clear regulatory hurdles and that's a big IF. From my reading of the tender offer, it would appear that USWest must consummate the purchase of Global shares by July 31, 1999 or the merger would be terminated, so I guess they will pay 62.75 to those who choose to tender by that date. Quite a premium against today's price!!!

Of course, if you choose to tender your shares, it is likely you will tender on a pro-rated basis. USWest is purchasing only 39,259,305 of the outstanding shares. This deal is also contingent on the FRO deal being consummated. (Which in my mind is another question.) I think I recall that the FRO deal isn't expected to close until September. Odd that the tender offer will be paid before the FRO deal closes or maybe I'm missing something??? Does this mean if the FRO deal does not happen that USWest will still own all that GBLX Stock? By the way, I also own FRO which only adds to my confusion of a deal I barely understand.

I have come to the conclusion that I will not tender because of lack of understanding or stupidity. The "powers that be" surely must know more than me...I'm sure the answers are in this 50 page document, but I must say my broker understood it even less than me.

My one simple question, if I do nothing, when it's all over...What will I have? My broker could not answer the question...maybe someone out there could help answer my question. Current holdings - 500 FRO, 1200 GBLX> all help appreciated.

LJM

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To: Robert Sheldon who wrote (1035)6/2/1999 1:38:00 PM
From: Sawtooth
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<<<*Btw, does any one know how holders of GBLX will be allocated shares of the two tracking stocks if and when USW deal is consummated? For example, if you have a 1000 share position, do you get 1000 (or whatever the pro rata allocation) of each. What is the allocation if you are required to take both?*>>>

<<I spoke with management due to the various conflicting news reports . . . They insist that shareholders will be given a choice between G and L shares or may select a mix of both.>>

I can hardly imagine this is good for the general shareholders. I run into a lot of people who are interested in the GBLX story. But when we get to the part about the allocation of G vs. L shares, tracking stocks, etc., a frequent reaction is *oh, never mind*. I think people remember many of the problems with the old Class A, Class B Common situations. The conflicting articles certainly aren't helping.

The other side is if one can figure out what it all means in the long run before the other fellow, there is a profit opportunity. Personally, I haven't figured it out yet. ; (

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To: Sawtooth who wrote (1052)6/2/1999 2:15:00 PM
From: LJM
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From what I have read, at the time of the merger each share of GBLX and USW common stock shall be converted to Parent Class A or B common stock or a combination of both according to a pre-set conversion (defined below) and based on your election selections. The clincher is if everyone chooses one class (Global for example) this could exceed the cap, then the number of shares exceeding the cap will be reduced pro rata. I see this as the biggest problem with 2 classes of stock. Who is going to choose the USW shares??? Not me!

FWIW>>>The conversion ratio is determined by dividing the total number of shares of Global Common Stock outstanding on the date of the Merger Agreement less 39,259,305, divided by the total number of shares of USW Common Stock outstanding on the date of the Merger Agreement. For the purpose of calculating the conversion ratio above, the number of outstanding shares of Global Common STock outstanding on the date of the Merger Agreement includes the number of shares of Global Common Stock to be issued in exchange for Frontier shares according to the terms of the Global/Frontier Merger Agreement.

Now that I have read more, I may tender after all. I really do not like this idea of 2 classes of stock.

Any thoughts on this?

LJM

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To: Sawtooth who wrote (1052)6/2/1999 2:19:00 PM
From: jerryriti
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Please, anyone clarify the downside of accepting the tender. You will receive $62.75 for a percent of the shares tendered (anywhere from 10-17% of the shares you tender based on the #s projected,.i.e., self imposed restrictions on the insiders for tendering their shares and general passivity of many shareholders). Assuming that you are then left with 83-90% of your original shares which can then be used to acquire the tracking stock of your choice, can anyone highlight any scenario under which tendering does not make sense. Take whatever liberties you wish, as I am bemused by what seems a no brainer and a clear cut sweetener for the GBLX shareholder! Is the assumption that the price will rise above the tender offer of $62.75? Could use some feedback as I am feeling too positive about my perception in light of so many who seem to be choosing the non-tender route!

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To: jerryriti who wrote (1054)6/2/1999 2:49:00 PM
From: LJM
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If you read my previous post. I think you are right. I see no downside to tendering. The risk comes later, at the time of the merger. If everyone chooses to own one stock over the other which exceeds the CAP, making your choice meaningless, leaving you with shares in both companies, calculated on a pre-set, pro-rated basis.

FWIW

LJM

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To: jerryriti who wrote (1054)6/2/1999 3:22:00 PM
From: Sawtooth
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jerryiti: Perhaps I should clarify. When I said <<I can hardly imagine this is good for the general shareholders>, I was not referring to the merger but, rather, to the confusion and often conflicting *information* being disseminated re: the classes of shares, tracking stock, and similar. People like it clear, simple and reliable. JMO. ...Tim

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To: LJM who wrote (1053)6/2/1999 3:24:00 PM
From: Sawtooth
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<<Now that I have read more, I may tender after all. I really do not like this idea of 2 classes of stock. Any thoughts on this?>>

I think you are not alone in your opinion, LJM.


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To: Sawtooth who wrote (1057)6/2/1999 4:00:00 PM
From: LJM
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When I called my broker to accept the tender offer, we talked about the premium over today's price. He was so amazed, he had to check with someone else.(not that he is a rocket scientist or anything) I really am wondering if this deal is really going to go through.

Why is this stock trading down so much with this deal on the table? I really have got to think Wall Street hates it, but WHO is selling at these deflated prices with a tender offer on the table of 62.75. Are they crazy???

I have read the 50 pages again and I have to conclude people think the deal is going to wash out or that the stock is going to decline big before the deal. That would be the only rationale for selling at these levels. Furthermore, I feel certain the stock would spike up again if the deal did terminate.

The question for the day>>>>Who is selling and why?

Is someone on this thread a seller in today's market and could they explain to me why they would sell now when they could get at least 62.75 for a percentage of their shares in June.

Am I missing something here??

LJM

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