shares will vote "NO" with even more gusto than
planned. In my opinion, this is a sweetheart deal for
Baron and Sodexho (the latter of whom hasn't even yet
agreed to its terms!). Note that the proposal for the
charter amendments, which I believe must pass in order
for the merger proposal to pass, REQUIRES "[t]he
affirmative vote of two-thirds of the holders of Prison
Realty's common stock" (proxy, p. 95). That's a lot of
votes, folks. Also, note that CCA's system-wide
occupancy at July 24, 2000 was only 73% (proxy, p. 27),
while PMSI and JJFMSI had occupancy levels of 94%. If
the real problem is low occupancy at CCA, it's hard
for me to fathom that the proposals contained in the
proxy are the solution. And if conditions at CCA are
that desperate, why is our Board willing to pay Baron
and Sodexho so lavishly for their CCA shares?
A "no" is a "no" is a "no"...
because you don't understand and therefore believe
someone will vote "yes" to cancel out your "no" is
moronic. If you don't understand, simply don't
Rest assured, the timing of the
expiration of the
isn't accidental. If this deal
doesn't go through, they will put this co into BK.
My aliases? See, the AFL/CIO's gangster cash really
does pay off. Wait till they have you shooting
Greyhound buses. Like I said,
do us all a favor and
insulting us with your idiocy
different kinds of "no"
You make some very strong points. I appreciate
your thoughtful and intelligent response.
agree that the institutions do not look too bright for
investing in PZN. I also agree that it would be desirable
for them to communicate with the rest of us. I am not
sure that I would blame PL for the $20 million payment
to Blackstone, because I am not sure we would be
better off with the Blackstone deal.
clear limitations in institutional intelligence here, I
still think they are in a better position than we are,
to analyze this deal and any possible alternatives.
If they do not look at this carefully and just
dumbly go along, then the deal is as good as passed and
our votes are irrelevant anyway.
My, my -- "Clinton/Whore spin"! We're getting a
little carried away, aren't we now!
Vote with you
or go bankrupt. Let's see now... where did we hear
that before? Oh yea. Your Blackstone deal.
you have been reading this board since January (under
any of your aliases), then you know I strongly
supported the Pacific Life deal. How do you reconcile that
with your "union scum" babble?
I haven't made up my mind yet and won't until
after the 2nd quarter results are disclosed. Your vote
"no" recommendation may be the right one but three
things bother me.
1. Most institutions have lost
far more than myself per share and apparantly haven't
been smart enough to leave before stk dropped below
2. Institutions don't seem to care enough to make
any statement. If they truely felt like they wanted
their vote to count I would expect them to ask other
shareholders to join them. I believe they will do nothing and
vote with the PZN recommendation. They could have
backed PL on some sort of deal but did nothing. The next
bad news may be a mass exit from the stk by the
institutions. That could really get ugly.
apparently didn't care enough to ensure things were done
right. They could have attempted to modify their
position or exert more influence instead of just dropping
If things fall apart PL will
definitly be a key reason for it. They stopped a deal, that
looked very bad at the time, but wouldn't look to bad
right now. And due to PL action, if cost PZN over $20M
in payments to Blackstone.
I guess the above
would justify your postion of voting "no" but not
because the institutions are so bright. I guess the fact
that they haven't left in droves could mean they still
see some light at the end of the tunnel. The
institutions haven't looked to bright so far and I guess only
time will tell, because apparantly they are not going
to share their thoughts with us.
you say "do us a favor: put a gun in your mouth
and make America a better place."
lifetime Georgia resident, you make me ashamed. I only
hope you were(are) and out-of-state student.
voted "NO", now call me a fool too. There is an
admonition in the bible about call another a fool, but you
probably have never read the bible and couldn't care
Also you said "if this merger doesn't go through, this
company is going into bankruptcy and the common
shareholders are going to get wiped out. You can take that to
Just because you said it doesn't
make it so.
You can babble on about this
kind of "no"
vote compared to that kind of "no" vote, but a "no"
vote is still a "no" vote, no matter
what kind of
Clinton/Whore spin you put on it. Let's be very clear
this, if this merger doesn't go through, this company
into bankruptcy and the common
shareholders are going to get wiped out. You can take that to
<<Your assertion that
posters urging a no vote are "union scum trying to drive
this co. out of business" should be recognized by all
on this board for the stupid nonsense that it is.
You are probably an insider.>>
Right...and you are a fool. Let me reiterate, you are either
a union shill or you are too stupid to read some of
the earlier posts put on this board by those who
clearly have an axe to grind. I'm an insider?
on, all that looted pension money can do better than
Maybe John Sweeney should send you back to
propaganda school. Please,
do us a favor: put a gun in
your mouth and make America a better place.
You say, "a "no" could be construed as a betrayal
of my fellow shareholders".
How so? For that
to be true, you would have to be confident that a no
vote is worse for common shareholders than a yes vote.
How can you be sure of this? I do not like PZN
management, but I would vote yes in an instant if I were
certain that a yes vote would be better than a no vote
for common shareholders. However, the only argument
for a yes vote is that PZN will otherwise go
bankrupt, because PZN's creditors demand that this deal be
PZN management expresses this argument, but as you
have observed, it would be foolish to take the word of
PZN management. I am not in a position to meet with
representatives of Lehman to review alternatives. David Dreman
is. Why not just admit that you really do not know if
this deal is the best alternative available to common
PZN shareholders and let Dreman and the other
institutional investors control the proxy?
If all retail-owned shares were magically dissolved,
so that only existing insider and institutional
ownership remained, then the institutional ownership would
be a majority. As such, it would have complete
control of PZN. Do you honestly believe that in this
hypothetical situation that the current deal (and current
"new" management team) would be the only alternative on
the table? The fact is that we retail investors are
assumed by both insiders and institutions to be naive and
malleable, such that insiders can count on getting most of
our votes, no matter how transparent their larceny
may be. This ties the hands of the institutions and
keeps the insiders in control.
A no vote is more
than a protest. It is a vote to transfer control from
the insiders to the institutions.
that I would have voted for the Pacific Life deal is
that it came from the institutional side. The current
deal does not. Retail investors should do all that
they can to shift power to the institutions, because
only they can even attempt to control the greed of the
My reluctance to vote "yes" stems not from the
input of other posters, be they union lackeys or not,
but from what I've inferred from the proxy or,
perhaps more accurately, from what I perceive as a Board
that is clintonian to the core, self serving to the
point of saying whatever to achieve whatever. If the
Board advises a "yes" my senses tell me "no" [note at
the bottom of page 119 how boldly the Board's
recommendation stands out. That's called a "hook"; no need to
tell you who the fish are].
Were I the only one
in this rain barrel I'd vote "no" in an instant,
but, as I'm not alone, that would only serve to
assuage my own chagrin. For me this is truly a "Catch
22": to vote "yes" is to defy my principles, whereas a
"no" could be construed as a betrayal of my fellow
Aristotle said, "Every institution has within itself the
seed of its own destruction". I suspect that were the
old boy alive today he'd liken PZN's roster of
officers to a Burpee's catalogue.
You need to be able to distinguish between voting
no in order to defeat the proposal, versus voting no
in order to offset the yes vote that we know
insiders will make, thus allowing institutions to control
Regarding understanding the
proxy, the issue is a relative, not absolute, one. If
you say you understand the proxy entirely, including
all the alternatives that may exist but are not
mentioned in the proxy, and including the behavior that the
"new" management will exhibit in the future, they you
are naive. My point is that the institutional
investors will have the time and expertise to understand
the proxy better than retail investors. That point
should be obvious.
Your assertion that posters
urging a no vote are "union scum trying to drive this
co. out of business" should be recognized by all on
this board for the stupid nonsense that it is. You are
probably an insider. You insiders told us in January that
we had to vote yes on the Blackstone rape or PZN
would go into chapter 11. Now you tell us that we must
vote yes on this deal or PZN will go into chapter 11.
I agree that there is a good chance that PZN will
go into chapter 11, no matter what we do, because of
insiders and stupid retail investors, one of which you
must be yourself.
I agree with you that PZN insiders (a group that
includes Sodehxo and Barron) do generally lose money on
their common stock holdings. Plus, the payout of $20-30
million is in the form of common stock. Nevertheless, I
strongly disagree with your statement, "PZN insiders are
shareholders--they are getting the same deal that we are". NO WAY.
They only get the same deal on their common shares.
The fact that they are giving themselves more common
shares and warrants in trade for their equity in the
bankrupt CCA (and excluding warden investors in CCA, which
shows that ONLY insiders are being given the extortion
money), is a deal that we common investors do not
CCA is bankrupt. PZN should not be paying anything