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All proxy measures passed at the Sirius XM (SIRI) shareholder meeting with at least 75% support. Mel Karmazin took all questions posed by shareholders, and the business of the meeting was concluded in about 2 and a half hours.

Proxy Issue:

  1. Board of Directors - Passed
  2. Additional Authorized Shares to 8.0 bil. from 4.5 bil. - Passed
  3. Authorization for reverse split - Passed
  4. Accounting firm change - Passed

Now that the reverse split and other issues have been approved by shareholders, many have questions as to when such actions will take place. Many investors were so caught up on the surface issue of a reverse split that they did not consider the issue in its entirety.

The matter is that a reverse split may never happen. I am not saying that the company will not do a reverse split, but rather that the authorization allowed by the shareholders does not demand a reverse split. What shareholders approved was an authorization for a reverse split. The wording for the issue states:

“To approve an amendment to our certificate of incorporation to (i) effect a reverse stock split of our common stock by a ratio of not less than one-for-ten and not more than one-for-fifty at any time prior to December 2009, with the exact ratio to set at a whole number within this range to be determined by our Board Of Directors in its discretion, and (ii) reduce the number of authorized shares of our common stock as set forth in our proxy statement.”

In simple terms, the Board of Directors can initiate a reverse split at any time between now and the end of 2009. Popular thinking is that this issue is for the issue surrounding possible delisting from NASDAQ. The proxy did not specify the use of the reverse stock split, but indications from management are that this is what they wanted the authorization for. If this is the case, then the issue will be on the table until at least mid 2009. NASDAQ suspended delisting until January 20, 2009. At the time NASDAQ had done the initial extension, Sirius XM Radio had not received a delisting notification. This means that they would be in line to receive one on January 20th (If stock stays below $1.00 for thirty days). Even then, the company will get what is virtually an automatic 180 extension to come into compliance. It is possible that NASDAQ extend the delisting deadline deadline, as many companies are still out of compliance (over 200) due to the economic turmoil in the country and markets. Even without a second NASDAQ extension, the delisting issue can be pushed off until mid July at a minimum. If during all of this time the equity comes back into compliance, all of the clocks would reset.

Sector watchers who want to gauge when this may happen (if ever) will want to watch the NASDAQ listing issue closely.

Disclosure: Long Sirius XM

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This article has 76 comments:

  •  
    well, I know today that all the IRC grps are getting ready too short the hell out of this stock: Here we go again: I took the wrong side:long
    2008 Dec 19 06:09 AM | Link | Reply
  •  
    Jgrab...

    How do you know? Where is your proof?
    2008 Dec 19 07:56 AM | Link | Reply
  •  
    Hey Jgrab, or anyone for that matter. What is an IRC group?
    2008 Dec 19 08:17 AM | Link | Reply
  •  
    Jgrab is right, this stock will get shorted back to .10 down from where ever the hell they artificially inflate the stock to. The ? should be how can all the losers/longs recover some off our losses. I am calling a local financial adviser today and I am going to ask him to look into shorting this stock. I voted no for the new stock and no for the reverse. I have been waiting for this day for about three months. I thinked we got smoked. The only thing pushing siri up is more buyers than sellers. If we can not find buyers at .135 a share, how are we going to find buyers at 1.50-7.50 a share? Market sentiment sucks, credit markets are frozen or possibley gone, we have 900mill due this year, whats the reason to buy? Can anyone give me a reason to buy with dilution on the table and a possible 50-1 reverse?

    Long Polamalu, long siri but not by choice
    2008 Dec 19 08:34 AM | Link | Reply
  •  
    No one is holding a gun to your head. Get out of it, otherwise you are an idiot for holding a stock you think is going nowhere. Please tell Hartleib and your other buddies in the pocket of the NAB that everyone knows what you're up to: Destruction of satellite radio.
    2008 Dec 19 09:20 AM | Link | Reply
  •  
    You need to realize a couple of things. First, the major institutions will not touch the stock if it is trading under $5, let alone 1$. So if Sirius starts to show some of the synergies under the merger that were so frequently advertised, the institutions might just start buying. I don't want to see a 1:50 RS either, but regarding shorting -- the reason that there is so much of it now is because there are so many shares. If they did do a 1:50 RS there would be about 60 million shares outstanding -- FAR LESS an amount of shares that would be available to borrow. Don't just think that because the price goes up it can get shorted that easily again - you need to look at the whole thing, like the # shares outstanding.

    I am long SIRI but in a hold mode -- you don't know what the future will bring. Even after an RS, SIRI could forward split again or buy back shares. Everyone ticked off about this stock wants to get rich quickly. This technology has more potential than just radio -- look to the future.
    2008 Dec 19 09:29 AM | Link | Reply
  •  
    Both management and the stock holders are in my opinion have taken action that I am hopeful that not only will the merged company survive but not long in the future will be profitable which will reflect in stock price and significant recovery from past losses in stock value.
    2008 Dec 19 09:49 AM | Link | Reply
  •  
    Hi, There is no doubt in my mind that a R/S will be good for Sirius and investors who buy after it is made. I also do not doubt that there will be a 50-1 R/S. Sirius simply has too many outstanding shares. I think they might be better off doing the R/S prior to using stock issue for debt. (It would require fewer shares at 6.00 or 7.00 then at .14) Suppose they execute R/S today. That would leave 60 million shares outstanding. They could issue 200 million ( at 6.00) to totally resolve debt.
    They would then enter 2010 debt free and with only 260 million shares outstanding.
    2008 Dec 19 09:59 AM | Link | Reply
  •  
    A 30-1 Reverse Split - Means that one day Siri will have to climb to 30.00 a share to EQUAL 1.00 a share at today's prices ......... THAT is possible , in fact Siri has been as high as 60.00 a share ( that would equal 2.00 a share at today's prices ) .......... 30.00 is probably a very reasonable expectation , in a good economic climate , and Siri showing some profitability and long term viability ......... 60.00 is going to need exceptional , and outstanding balance sheets , and a very favorable economic climate ............ 90.00 ??????? Will take a miracle ......... So if you in at buck now , you'll be ok I think ........... 2 bucks ???? you might break even one day ........ 3 bucks ?????? ( like me ) we can probably hope to get half our money back , and that's a stretch , but possible .................... All these numbers are based on a 30 - 1 RS
    2008 Dec 19 10:06 AM | Link | Reply
  •  
    Hi, Yes I think if you are going to stay long in Sirius you need to add shares at todays prices in order to lower your avg per share as much as you can afford.
    2008 Dec 19 10:19 AM | Link | Reply
  •  
    Hi, Sirius is unlike most other stocks where institutions hold 80 percent and private investers 20. Here it is the reverse.


    On Dec 19 09:29 AM User 322665 wrote:

    > You need to realize a couple of things. First, the major institutions
    > will not touch the stock if it is trading under $5, let alone 1$.
    > So if Sirius starts to show some of the synergies under the merger
    > that were so frequently advertised, the institutions might just start
    > buying. I don't want to see a 1:50 RS either, but regarding shorting
    > -- the reason that there is so much of it now is because there are
    > so many shares. If they did do a 1:50 RS there would be about 60
    > million shares outstanding -- FAR LESS an amount of shares that would
    > be available to borrow. Don't just think that because the price goes
    > up it can get shorted that easily again - you need to look at the
    > whole thing, like the # shares outstanding.
    >
    > I am long SIRI but in a hold mode -- you don't know what the future
    > will bring. Even after an RS, SIRI could forward split again or buy
    > back shares. Everyone ticked off about this stock wants to get rich
    > quickly. This technology has more potential than just radio -- look
    > to the future.
    2008 Dec 19 10:34 AM | Link | Reply
  •  
    agreed, rs will make loss recovery very difficult for all us longs that are in at $2-3. but i'm not convinced mel will rs for sure. he stated clearly that provision for rs was simply to avoid delisting if necessary, not to impact the viability of the sp in the open market. my feeling now is that there is nothing but upside. my order is in for 250k shares at .13 and hoping it gets filled later today when the shorts drive it down at the end of the day...as usual. if the dilution wasn't already priced in i would have expected a drop yesterday when approval hit the market. same with approval on rs. what's out there to drive this stock lower???? we know autos are going to be down to 9-10 million next year...no news there. can someone tell where the downside is right now??? q4 guidance has been very positive and mel seems very confident in his ability to hit the numbers...he always has. between now and 3/1 i'm thinking decent q4...announcement on debt resolution...continued improvement on cost saving synergies. i know this sounds stupid...but where is the downside???
    2008 Dec 19 10:44 AM | Link | Reply
  •  
    I could be wrong but the way i see it is as follows-they issue all this stock to pay off debt and then reverse split to take it all back so in the long run the don't pay out EPS to al lthe shares that were created--makes sense. Doesn't it?????
    2008 Dec 19 10:48 AM | Link | Reply
  •  
    mogami

    If they do the full RS before issuing shares, they would not be authorized to issue 200 M shares as the RS would apply to the share authorization as well, which is for 4 B shares now and would then become 80 M shares after RS. Also, they would probably not use the full allotment of authorized shares immediately anyway. It would probably unwise to do so and not have any shares in reserve in case they need to raise more funds in the future – even now, I believe they currently have authorized shares in reserve that have not been used. Also, allowing an additional 200 M shares on 80 M (there would be 80 M shares after 50:1 RS, not 60 M) would be a horrendous dilution for current shareholders!
    2008 Dec 19 11:41 AM | Link | Reply
  •  
    Hi, Your right after R/S they are allowed 160,000,000 shares. ( 8 bil/50) I predict in Dec 2009 that is how many shares will exist and at 09 meeting they will ask for more.


    On Dec 19 11:41 AM FoolNHisMoney wrote:

    > mogami
    >
    > If they do the full RS before issuing shares, they would not be authorized
    > to issue 200 M shares as the RS would apply to the share authorization
    > as well, which is for 4 B shares now and would then become 80 M shares
    > after RS. Also, they would probably not use the full allotment of
    > authorized shares immediately anyway. It would probably unwise to
    > do so and not have any shares in reserve in case they need to raise
    > more funds in the future – even now, I believe they currently have
    > authorized shares in reserve that have not been used. Also, allowing
    > an additional 200 M shares on 80 M (there would be 80 M shares after
    > 50:1 RS, not 60 M) would be a horrendous dilution for current shareholders!
    >
    2008 Dec 19 11:55 AM | Link | Reply
  •  
    Reverse splits are the DEATH KNELL. Check out JAVA. That split was terrible and it looks ready for another.
    Check out TWX. Just voted no on that one.
    These are loser companies that next to never come back.
    2008 Dec 19 12:08 PM | Link | Reply
  •  
    Hi I agree R/S are normaly bad. However Sirius will come out making a profit and growing. Bad for current investors good for future investors.
    2008 Dec 19 12:16 PM | Link | Reply
  •  
    TMA has a lower market cap than SIRI. TMA did a RS, but the shorts took it back down. The market is broken. There's no regulation. The uptick rule was implemented to make the shorts play fair by making sure they shorted a stock that went up first. The way it is now a whole bunch of people can short at once and bring the stock down. There is no real reason that SIRI should be at 13 or 14 cents.
    2008 Dec 19 12:47 PM | Link | Reply
  •  
    en.wikipedia.org/wiki/...

    for all the newbie's:
    2008 Dec 19 02:17 PM | Link | Reply
  •  
    wcorowitz,

    I'm sure you've already read responses about TMA - it's a mortgage company in the worst mortgage/banking crisis in history (probably an understatement). It's RS was a desperation move to keep alive and it's understandable how it's market cap could be pushed to zero. Not really a relevant comparison to the Sirius XM business model, which even the skeptics have to agree has been and is consistently growing and projected profits starting next year (and they have consistently hit their guidance numbers to date). $2.7 billion and growing revenue is nothing to sneeze at.
    2008 Dec 19 03:10 PM | Link | Reply
  •  
    My question is this. Can the RS happen at 50/1 then the stock issuance to 8billion shares come about later. If this happens then its toast for the LONGS.
    2008 Dec 19 03:33 PM | Link | Reply
  •  
    Hi a R/S of 50-1 on 8 bill shares makes 160 mil dhares the new cap
    2008 Dec 19 03:37 PM | Link | Reply
  •  
    why's the stock at 13.50??? Why's the stock going down even after the auto bailout news???
    2008 Dec 19 03:48 PM | Link | Reply
  •  
    Regarding the uptick rule: IMO this rule was relevant back in the day when stocks traded in 1/8 dollar increments (was it 1/8 or 1/12?). But today stocks trade in as little as .0001 increments this rule is really meaningless as there will always be a trivial uptick any given day, therefore making the uptick rule meaningless (which I believe is why it was abandoned in the first place). The rule would need some additional requirements to be meaningful – I’m not sure what those requirements would be, maybe something like allowing shorts only after a certain period of time (probably in terms of hours, not days) where the stock’s moving average is on an uptick?
    2008 Dec 19 03:48 PM | Link | Reply
  •  
    Open Letter...

    For those who don't realize, yet would like to be accurate, a reverse split is represented with a "1" FIRST (as in 1:50, as in 1 new share representing 50 old). A forward split is represented with a "1" or other number SECOND (as in 2:1, as in 2 new shares representing 1 old). Thank you.
    2008 Dec 19 03:52 PM | Link | Reply
  •  
    The Nasdaq delisting rules have been extended 3 months to April 20th 2009, not surprising and a little relief to the RS talk. I would not be surprised to see it extended again if the economy, and underlying companies continue to operate under duress of slow demand and further consolidation.

    s162
    I would love a split of 50 :1. Don't think I've heard of one though.... LOL
    2008 Dec 19 04:50 PM | Link | Reply
  •  
    Connorport

    Simply state: NO. The shares authorized under the Vote require immediate registration, which then makes them immediately available and considered for the RS.
    2008 Dec 19 04:52 PM | Link | Reply
  •  
    FoolInHisMoney
    I am in total agreement with your TMA comments.
    2008 Dec 19 04:53 PM | Link | Reply
  •  
    FoolInHisMoney

    Is it true that all stocks trade in .0001 or just those under a buck, which makes them unavailable for shorting anyways, Doesn't It?
    2008 Dec 19 04:55 PM | Link | Reply
  •  
    wcorowitz

    Really? 13.50? SELL, SELL, SELL ....... LOL (sorry couldn't help myself)
    2008 Dec 19 04:57 PM | Link | Reply
  •  
    cos,
    I'm not sure what the rules are regarding the .0001 increment, that's why I said "as little as .0001." I guess it depends on how significant a .0001 change is, wouldn't you think? I mean, .0001 for a stock trading above a buck is really insignificant, but at .05 it can mean something . . . But even for stocks trading above a buck they can still trade in .01 increments, which goes back to the point about significance of the uptick rule. IMO it really would need to be tied to a percentage of share value and a time function.
    2008 Dec 19 05:21 PM | Link | Reply
  •  
    Cos,

    You seem to be in a good mood today.

    You're not bothered that the sp is where it is after the auto's get the go ahead that tells them they will not be allowed to fail, the guidance for SIRI is on track, JP morgan is in on talks, $100m reduction in loss (or 33%), Nasdaq extends delisting,,,,,,,,,,I think I can come up with more good news if i thought about it.......

    $0.116 per share............ i don't get it.............well let me rephrase that, I understand everyone is scared of the rs,,,,,but a $407m cap?????

    It doesn't matter what the sp is or how many shares are out,,,,,,,$407m cap doesn't make sense...........

    2008 Dec 19 05:37 PM | Link | Reply
  •  
    cos1000...

    Yeah, if I ever am blessed by a 50:1 split, I most likely will retire...
    2008 Dec 19 06:37 PM | Link | Reply
  •  
    SD

    I really can't figure why it is where it is except that the bond holders are still in control with all of their lent shares a commitment to taking the price down as far as they can. The auto news was hardly clear, concise, good news.... and frankly most are just waiting for the new administration to renegotiate all of the hooks that came with the plan..... Bush is leaving saying that he bailed them out but the requirements of reorganization put on the Automakers are hardly something to cheer about. IMHO. I personally am in at this point with no changes being made to may position until something significant drives me to do something. Right now I am just watching in amazement.... This company is not an .11 cent stock.
    2008 Dec 19 07:59 PM | Link | Reply
  •  
    Cos,

    I think what bush did should tell everyone that the big 3 will not be allowed to fail...1st, There's no way Bush did what he did without having talks with Obama and his people. 2nd, The government isn't going to throw $17b at them and then let them go down. I agree that the final outcome is very unclear, but it should be very clear that there will be an outcome for the auto's.....

    I'm in complete disbelief,,,,, .11 Someone please make sense of this stock price without regirgitating the same theoretical crap. It's at .11 fregin cents and everyone is business as usual like nothing's wrong....The company has got to have at least $500m in COH and it shouldn't be a secret to anyone..........They'r... hitting on every expectation that's out there,,$2.7b in revenue next year,,,,documented synergy savings,,19mil subs,,,,,,,,and they have a $407m cap???????

    Cos, once again, logic does not apply here. So, please help me go over a few worst case scenarios......

    Question first, do you know where and how many of the shares being used to short apply to what debt? Meaning, if they pay off Feb debt, vs. all of 09' debt, vs. the debt due in 2013. how many of the shares used to short get taken out?

    I ask because, the worst case scenario seems to be a massive dilution and reverse split with the sp being attacked by the shorts again. What does or doesn't have to happen to some or all of the debt for this to happen or not happen?


    2008 Dec 19 08:28 PM | Link | Reply
  •  
    cos1000, you're right, it's not going to stay an 11 cent stock for long, any more than it stayed a one dollar stock or a fifty cent stock. As for all you others who "don't understand how the stock price can be so low": Never made a profit, Has little hard assets for intrinsic value, Stern's listenership declining in hard numbers and aging (the Pete Wentz interview . . . wow what a coup! Jessica Simpson's untalented younger sister takes it &(*%$*^, who would have bet on that?) Fourth quarter guidance way too high, Yeah, it's hard to imagine this is a .12 stock! LOL
    2008 Dec 20 01:11 AM | Link | Reply
  •  
    Guys whats coming is a one world government. This is the ultimate goal. Its a slow process that is happening step by step.. The people who actually control this country are the people with all the money. Politics are just tools for them. Our central bank is a joke and the way it works is a scam. We are always going to be in debt. Inflation is basically a hidden tax. For every dollar they print, it already has interest on it. Our money system is a total Fuc*en scam period.
    2008 Dec 20 02:48 AM | Link | Reply
  •  
    www.schaeffersresearch...

    I don't have any way to know how the convertible arbitrage short positions are broken down by Conv. Bond. This would be helpful to the retail investor. I use the Schaeffer link above and the link below to monitor the short position but this info is gross not specific and is usually lagging by two weeks plus reporting time. I don't pay for the Short Squeeze site's subscription but if you do, then you can improve the timeliness but not the resolution of the short interest for equities. The only other pressure on all stocks on Friday was Options Expiration. I'm not sure how that effected Sirius in particular but it was another variable in the Market.

    www.shortsqueeze.com/?...

    As far as which debt should be taken care of first, they really don't have much choice. First due is the first that needs to be taken care of. I DO have a theory about the restructuring of the debt that could have an impact on the short position though. Remember its a Theory built on their ability to find a New Investment Partner.

    At the merger, July 28th, along with $700 M of XM's debt sold at 13% Senior Notes due 2013, they renegotiated with Holders of $400M convertible bonds, at 1.75%, to raise the interest to10% and keep the same maturity of Dec 2009. They also did the other Ugly deal of the issuing for sale New Convertible Bonds of $550M, at 7% due 2014 (no early payment penalty). It is this Convertible Bond debt that Sirius lent to lots of share to the principles involved in selling the Debt Securities in Aug 2008. A lot of around 185M shares and a lot of around 74M shares were lent totaling around 259M shares. Currently their are around 263M shares shorted. This is where a majority of the Short Position comes from. These shares lent are out in the market solely for the purpose of legally shorting this stock. The volume Friday was 143M shares, three time the daily average and the stock moved .019 cents. The holders of these shares, Bond Holders, are in control of the price. My theory is that the Dec 2009 debt, combined with the July 2008 debt, both XM Convertibles, combined into a new debt instrument with a new Investor, would bring all of the shares back to the company, and off the Market. This debt is currently on the books and needs to be dealt with, almost half in 2009. The other half is debt that Mel said he was forced into at the merger. Taking care of both would bring the SP over a buck easily, IMHO. This is why I believe that the announcement that Evercore, a debt restructuring company, and JP Morgan, holders of the Feb. 09 Sirius Converts, was important. They are putting a plan together for March 1, 2009 and combined with Mel saying that they were looking towards New Investors, gives rise to my Theory. Taking out the 550M at the same time you take out or push out the Dec 09, 400M would do wonders to investor confidence being restored in Sirius Xm's management team and the company.
    2008 Dec 20 08:46 AM | Link | Reply
  •  
    siriusly depressed the above post was in response to your request.
    2008 Dec 20 08:47 AM | Link | Reply
  •  
    I had TMA, same happened to RBS...... it seems that everyone doing R/S are being shorted....Can't see a benefit other than stopping delisting and it still trades, if delisted. Real solution is fix uptick rule.


    On Dec 19 12:47 PM wcorowitz wrote:

    > TMA has a lower market cap than SIRI. TMA did a RS, but the shorts
    > took it back down. The market is broken. There's no regulation. The
    > uptick rule was implemented to make the shorts play fair by making
    > sure they shorted a stock that went up first. The way it is now a
    > whole bunch of people can short at once and bring the stock down.
    > There is no real reason that SIRI should be at 13 or 14 cents.
    2008 Dec 20 09:24 AM | Link | Reply
  •  
    Cos1000, everything you say makes sense in your theory. I think the R/S was a two fold weopon....The dilution isnt as important in my opinion....
    1. Whos going to buy these shares to pay off the debt? New investors....
    2. They will only buy them if they are very very low....(Makes sense then why Sirius doesnt care about the SP)....
    3. Sirius actually wants to not go bankrupt....Still a consideration(this vote should mean thats impossible(unless there are no takes of this stock..)
    4. If there are takers of this stock, then they know something they arent telling us....
    5. Where is the more money to be make on Sirius, right now, on this date......
    6. 10 ticks left down, 90 at least up.....

    So drive price to the dirt.....Sell shares to new investors who only wanted cheap cheap cheap shares...(probably the same people shorting it)
    Make a ton down, make even more up.... And fewer retail investors own it.....
    Then R/S if you want too....Then it gets a little beyond my thinking....But I have to believe that that is the answer(now that the votes are passed)

    The other senario is that no one wants the shares, they want to bankrupt the company and get the 0 taxes due to short going to 0....And the votes are complete smoke screens(As the price drops more and more , because they cant still sell the shares for .05 cents and have enought to pay off debt...So at these levels they have to R/S then sell shares...
    2008 Dec 20 10:01 AM | Link | Reply
  •  
    Cos,

    Without knowing the details, you pretty much answered my question.

    So the best thing would be, as you said, restructuring of the bad debt, this years and 2013, to eliminate the short shares.

    The bad thing would be just paying the Feb debt (or all of 09' debt for that matter) because the 2013 bonds are still there with shares lent for shorting.

    So, I can now understand how the sp is where it is.......................

    All of the positive news, like sub numbers, revenue, synergies, auto's are all great. But even if they ALL came in better than expected for SIRI, they could still be in trouble due to the debt....... 1st because we're really talking about over $3 billion and not $1 billion, and more importantly, 2nd because of how that debt is structured.....Insane interest rate payments, lent shares for shorting,,,,,,,,,all of the debt is structured so that the holders are rooting for the company to fail. They've already made their money back on the shorted shorted shares, now it's a gamble to see if they can take the company down and own it for themselves. Our arguement is how great this company is, how could the sp be so low??? EXACTLY, that's why they're trying so hard to kill it, because they know how great it is too and they want it......

    Especially in this credit market and economy,,,,It's like their hunting a blind deer with 3 legs.....................

    The amount of dilution and rs are the least of our worries. If the bonds that have shares to short are still there after, we're done....

    I hope Mel is working on the 1 in a million shot at restructuring all the debt as you said Cos. If not, we're in trouble. I believe he is. I now see the monumental task in front of him. I also see how HUGE of an achievment this would be for him..........Just enough of a challenge to pump his ego and put an exclamation point on his career......

    One more clarification Cos,

    I was under the impression that once the shorted shares were sold to cover that they were dead and couldn't be used??? Is that true?

    Also, I thought that the holders of those short shares had to go long with them when they were done????


    2008 Dec 20 10:22 AM | Link | Reply
  •  
    Can anyone face the facts? We got smoked! In hind sight we should have bought Inotech, lol. Did you get the memo? All TPS reports now need a cover sheet!
    These threads are so full of Koolaid, I love it, its sounds like me, but only me eight months ago. Did anyone look at Fridays close? 52m shares unloaded around .116 a share. Interesting.
    Relmor, Cos1000 any comments on the close.
    ? I still have not got an answer of why it would not be good for Mel and Siri to go into a packaged Bankruptcy and realign contracts and come out smelling clean in the new year. I understand the common gets wiped out but Bankruptcy should not be thought of as a bad word. As for the replies to my original comment, I have already taken the pain, down 95% and I picked off shares multiple times on the ride down.

    Long Casey Hampton/short Titans
    2008 Dec 20 10:58 AM | Link | Reply
  •  
    For the most part I don't think many subscribers give a sheeet what happens. I, for one am canceling my XM contract and my wife's Sirius contract at the end of the month. Both sets of programming suck. Too bad, for sat radio was a good idea before it's time.
    2008 Dec 20 12:56 PM | Link | Reply
  •  
    For those of you nit-picking perfect accuracy , my name isn't really shure46
    2008 Dec 20 12:57 PM | Link | Reply
  •  
    I am definately ignorant of the bondholders and financing issues ....... but it seems to me , if Siri is going to pay debt with shares , the creditors want to be paid with .10 cent shares , and then pump up to .50 , and sell 'em to us .......... the one year estimates keep getting lowered ...... It is now at .78 , I think ......... so a glorious long future seems to be fading more and more for us that are in over a buck - fifty or so ......... It definately looks like the old guard is going to be ransacked and pillaged , to make room for a new batch of suckers / geniuses ........... ( the proper label remains to be seen ) ....... If we were in a better economic climate , I think I could have a whole lot more optimism ..... and if I weren't already neck deep in this stock , risk / reward at .10 , ain't too shabby ........... best wishes to anyone getting in now ....... you might do very well
    2008 Dec 20 01:24 PM | Link | Reply
  •  
    Siriusly Depressed

    The Bonds holders don't want the price at zero and in order to make their money they have to BUY shares, closing their short position. This is why some feel that at some point they will buy shares and stay long. Make money going down with their borrowed shares "sold" to take their short position, and then they need to "buy" shares to make their money on the difference.

    The Prospectus on the the shares lent said that the borrowers would make-an-effort-to take a long or virtual long position (buying calls would do this) for every share they shorted. It is also not real clear in the prospectus if this part of the agreement was for the second lot of 74M shares only. It might be and good luck trying to find out for sure.

    It is also not clear on the timing of their taking the long position. Simply shorting the shares and then holding the same shares long would effectively meet this requirement also. The fact of the matter is, that as long as these shares are on the market and in possession of the Bond Holders, they control the SP.

    The lent shares are almost equal to the short position on this company on any given day (within 5%). Any Bond holder with 10% of these lent shares (26M shares) can control the price of the stock daily. I already feel that most of these shares have been settled over the last 30-45 days with the SP moves between .30-.45, .18-.28, and now .11-.18. Now their just making bonus money with these shares, selling shares short at the high end of these ranges, and then buying back at the bottom. Completely legal and endless to all of us common shareholders dismay.

    IMVHO until these shares are removed the SP will go nowhere regardless of the company's performance.

    Big Ben

    Given the scenario that I have outlined, the Bond Holders do not want this company to go into any type of Bankruptcy, ever. They are in control right now and do not want the Bankruptcy Process to potentially give them a hair cut on their equity and take SP control away from them. Mel and company would be much better off if they did go into bankruptcy with forced restructuring of debt, potentially wiping out share holder equity (a liability to the company), while putting the Bond Holders back on a leash imposed by the courts. Its just not going to happen so long as Sirius XM can generate this kind of revenue, cut expenses, and build Free Cash Flow over the next 12 - 24 months. The only scenario that I see that makes sense to me as a common shareholder is the restructuring of the debt as I described above that would remove these 260M shares lent from the market.

    The fact of the matter is that before the merger, Sirius and Xm used Convertible Bond debt to finance their start ups and the merger. The merger deal became the most egregious abuse of the common shareholder by not only taking on the $550M of New Convertible Debt, but having to lend common shares to facilitate their sale to the Bond Holders who then secure their equity by shorting the stock, resulting in the destruction of the common shareholders equity position as we have all experienced.
    2008 Dec 20 01:25 PM | Link | Reply
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    Siriulsy Depressed

    On the shorted shares being Dead after they were used. That is not true. They can be used over and over again per the agreement. They are in the hands of UBS and Morgan Stanley and only return to Sirius XM when the 7% Bonds Mature in 2014 and are fully paid for, unless the bonds are called in early by Sirius Xm, at their discretion. No portion of the shares return until ALL of the Bonds are paid. They are on the market, counted in shares outstanding, but are not counted in earnings metrics per GAAP rules.
    2008 Dec 20 01:36 PM | Link | Reply
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    Big Ben

    To put it simply: I agree, we all got Smoked. In Hind Sight we should of sold all of our shares at 1.55-1.60 in the days that followed the 550M Bond Deal announcement like Jim Cramer said, who buy the way, I thought was an idiot. Look at me now.......... All educated and feeling stupid.
    2008 Dec 20 01:40 PM | Link | Reply
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    Thanks Cos,,,,

    Some more irony for you.....Since all of us crazy SIRI holders turned so bad on Cramer, I don't suppose he'd take an apology and tell us what to do now???
    2008 Dec 20 02:54 PM | Link | Reply
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    SD

    I for one have apologized several times, but I don't think he's listening.......... LOL.

    As Big Ben was saying why not just go into bankruptcy? The fact of the matter is Mel has 8.5 Million of common shares that he is averaged in at around 3.70, I think. You already addressed his ego and retiring on a High note. I think redoing the debt the way I described is the way for him to have his cake an eat it too... He did say that he wouldn't bet against him if he was a Short..... It is the only scenario that I can see any upside to at this point...... who knows??
    2008 Dec 20 03:45 PM | Link | Reply
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    Let me get this straight: you said that 185 M shares were given for the Feb 09 convertible debt and 74 M shares for the 2014 debt, is that correct? If so, then the gig will soon be up for the 185 M Feb 09 shares and we should see them cover within the next 60 days (assuming they are good to short thru the 3rd Friday Feb 09 options expiration date). It would be a real coup would be if Mel can handle this debt without converting it to shares or using the newly authorized shares!

    Also, I’m trying to reconcile your debt numbers with the debt maturities listed on slide 26 here:

    investor.sirius.com/se...

    You list $700M for 2013 (13% notes) and $550 M for 2014 (7% notes), whereas Sirius lists $500 M and $1334 M for these notes respectively. Why the difference? Also, are both the 2013 and 2014 notes “ugly” debt, or just the 2014?

    And on a closing note, I just did my small part by giving my parents a 1 year XM subscription for their car (will probably keep this as an ongoing Christmas present for them as long as they own the car). Now if all of the current shareholders did that, then it would take care of this whole mess . . . ! :)
    2008 Dec 20 06:40 PM | Link | Reply
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    BTW, the last post was for cos1000's 8:46 am post above.
    2008 Dec 20 06:42 PM | Link | Reply
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    Here’s one good course of action that I see: handle Feb 09 debt with the $100 M Loral credit facility and $110 M from COH. This would free up a substantial portion of the pressure keeping the SP down right now and likely scare the remaining shorts to cover. This in turn would boost the SP a good bit and give Mel a position to offer shares at a higher price to handle the rest of the toxic debt and minimize dilution. It would also put Sirius in a much better position to obtain regular financing rather than rely on non-investment grade notes (which could be the discussion with JP Morgan and Evercore?). It would hurt Loral in the short term, but it would help put Sirius XM in a much better position to kiss and make up with them in the future. Anyone else see merit in this scenario playing out?
    2008 Dec 20 07:29 PM | Link | Reply
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    For the guy who asked...

    The 50+M shares sold in the last :20 obviously was a Fund (or Funds) liquidating it's position. Now that the meeting is over, Autos bridge done, and no pop, I would anticipate more of this next week as EOQ and EOY redemptions are submitted...mainly for write-off purposes. This is why shorts, if they intend to cover, will wait at least until Dec 30, 31 (for this year's profits) or Friday Jan 2 (for 2009 profits). If these redemptions keep coming, look for somewhere in the single digits by year end. This one caused a .02 instant drop. Without those shares, the SP was going to close @ .135.

    Also...for those who think this stock will actually make it to 0, consider this. First, there is no 0 for stocks. The lowest a stock can trade bid/ask is .0001/.0002. Once a stock hits .01, it doesn't hit 0... it begins the dark journey into sub-penny. .009, .008, .007. If it gets to .001, it goes to .0009, .0008. .0007. While many stocks trade in this territory OTCBB and Pinks, I can't imagine any have ever done so on NAS. To that extent, because of the unique situation with the extensions, which I now read are being extended even further into '09, it creates a very unique situation for NAS. Since under normal circumstances, a stock would be yanked long before it could ever live even close to .10 or under. Now, if a NAS listed stock actually made it to .01 (because of this extension) with the next move being sub, what will they do? I say they will delist immediately. And those involved with hedging their positions on this SP, I have to believe will not want to follow their money onto the Pinks so...this is why besides there really is no "0", it is next to impossible this stock will be allowed to even hit .01 (not in a BK). If it makes it into singles due to continued liquidations, .09/.08/.07 are most probable with the absolute ridiculous worst case .03/.04/.05. Shorts would love either of these.

    Further, if to the wild consternation of everyone, this scenario I describe did happen, and SIRI went sub-penny, was delisted and traded on Pinks, it would take many months to get it to .0001. Short of BK, which I think we all know is off the table, the company has said all '09 debt concerns will have an answer by 3/1. They will never take this SP to .0001 by 3/1.

    It sounds to me that by tapping Evercore and JPM, they are seeking to find solutions to the entire year, which I think is prudent (rather than just the Feb). Let's at least hope this is the case.

    Overall, it makes me sick that I even am writing about this SP heading lower than yesterday's close of .116 (it hit .111 as the Funds trade was settling in AH). It's absolutely sickening.
    2008 Dec 20 08:48 PM | Link | Reply
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    FoolInHisMoney

    My numbers come from the most recent SEC 10Q 3rd quarter filing. As far as the differences in numbers and total debt due, I did not include all debt due, just the existing XM debt renegotiated and new debt created at the time of the Merger. None of this debt was Sirius debt before the merger agreement on July 28th. In my opinion the $700M, 13% Senior Notes, the increased interest to 10% on the $400M due in Dec. 2009, and the worst of all the newly created $550M, 7% Convertible Bond Debt, due in 2014, that required Sirius to Loan the 259M shares of Sirius Stock is all Ugly Debt taken during the hours of the merger. None of this Information came from the Presentation Slides. It all came from SEC filings: 2Q 10Q, 3Q 10Q, and Lent Shares Prospectus of Oct. 27, 08 and I stand behind the numbers.

    You asked:

    Let me get this straight: you said that 185 M shares were given for the Feb 09.

    No I did not say that. I said:

    They also did the other Ugly deal of the issuing for sale New Convertible Bonds of $550M, at 7% due 2014 (no early payment penalty). It is this Convertible Bond debt that Sirius lent two lots of shares to the principles involved in selling the Debt Securities in Aug 2008. A lot of around 185M shares and a lot of around 74M shares were lent totaling around 259M shares. Currently their are around 263M shares shorted.

    This $550M Convertible Bond @ 7%, due 2014, was new debt at the time of the merger for XM holdings. The shares lent were Sirius shares since at the time of the merger their would not longer any XM shares to assist with Convertible Arbitrage on the open market, therefore Sirius agreed to lend Sirius shares to assist in the selling of XM debt, so the Holders of the Bond can short the stock, a common practice with this type of debt. None of these shares have anything to do with Feb 09 Debt due.
    2008 Dec 20 09:05 PM | Link | Reply
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    Rats, so much for my rosy scenario above. I also realized after the fact that I neglected the $1 B market cap requirement to access the Loral credit line. Although there may be other options to make up that $100 M facility, such as a combination of using additional COH and/or small share offering (relative to the total authorized shares). I know I was against using a large portion of COH because it could be seen as a desperate move, but I also realize it may make sense in this scenario. And hopefully they may actually have increased COH based on the reduced costs and now projected $100 M less lost in Q4 and going into Q1 09.

    I thought there was a significant ugly aspect to the Feb 09 convertible debt, aka $143M GS owned notes? If not, what are the factors that would make the 259 M lent shares turn long? Given the predicted improvements in fundamentals there could be a lot of upside to turning long. I guess the key is in handling the 09 debt and what quality notes are obtained. If they are able to get at least BBB- notes that would be a good sign in the credit markets in general. Hey, maybe the $700 B bailout may have some good results after all? Access to better credit would certainly help discourage the shorts. Hope springs eternal!
    2008 Dec 20 10:19 PM | Link | Reply
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    There are two gauges of the health of a company: How much debt you have (esp. imminent of course) AND how much cash on hand you have. Given those crucial metrics used by investors, Mel will not be using cash to pay down any debt IMO.

    Given JPM and Evercore are in the mix, I see them as being retained to help renegotiate all problem debt. Most likely Evercore has been the catalyst in already renegotiating with major sports contracts. This is exactly what Charter is doing with their current bondholders and it's what GM is going to have to do to stay in the game. Further, this is in essence debt reorg without officially filing and is why the SP is where it is. The SP says it's a BK, and though it's officially not, it's similar.
    2008 Dec 20 10:54 PM | Link | Reply
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    I suppose there is still a possibility that JPM could use some of their TARP money for SIRI. If Libor goes under 100 basis points as predicted in Jan, who knows. They have 0 debt due in 2010...so a due date maybe Sept of that year would give the company time to realize the cash if the facility is something like 50 or 75M. Then they do the rest of the Feb in shares. Who knows at this point...they've dragged this out so long, sadly anything's possible...the presentation said no new CCC paper since Lehman. Could change. I mean for god sakes, JPM got 25B to help other companies. Even a 100M facility, given SIRI's metrics, seems like a pittance.

    And on page 36 of the presentation (last page before Q & A), shareholders are mentioned...not to mention last on the list:

    Managment Priorities:

    Resolving 2009 Liquidity
    Maximizing Synergies (EBITA & FCF)
    Maintaining Growth
    >>Enhancing Shareholder Value

    Again, it's pathetic a contingent of us are still here not waiting for an organic pop in SP, but a mechanical reversal. It's about all that's here in this company common-wise for the next few years. IMHO...
    2008 Dec 20 11:25 PM | Link | Reply
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    Jim Cramer doesnt deserve an apology. He pumped the stock for GS and then helped tank it.. He was trying to get people to sell their shares, since no one really knew just how far they could take the stock down, they wanted to start early and heavy....
    As for going lower..... Why not? I dont think they every lost control of this stock....For a second....So why not further, they have plenty of time to take it to .07 area at least...I never did buy like I said I was, I just couldnt do it, after the non movement from the vote, I assumed more down was coming....Now its a guessing game...A huge move can happen anytime now till Feb...I dont think March is a possiblity at this point, with the way things are looking, its going to be before the end of the year, banks need profits, people need profits, and they know 09 is a new game....I have held off buying stock since .38 cents, except for a brief play from .15 to .17 and I bought for a day at .14 cents and sold it for .15 cents...Other than that, Ive been waiting.. Lurking...biding my time...Only luck will work now...I have to time my buy correctly, because I have too much money working elsewhere, and I cant hold this bag long....

    IMVHO.....This stock will be at LEAST .50 cents by the end of Feb....If its not,then theres still more bad news about this company to come.....Im using only current information...
    2008 Dec 21 11:33 AM | Link | Reply
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    If you can read between the lines, yes, that means I will go 100 percent margin on this stock....Its speed down is not blazing, but the up is.....Thats my logic...I feel ok margining for a month or so, as long as it doesnt go 2 cents lower....If it hits 2 cents lower, I will sell and look to rebuy...If they pull a 3 cent drop,then a quick huge move up, I will miss it....
    Since bankrupcy is off the table, I dont worry about doing that as much...I wanted to wait and see what the vote was...Then decide...
    2008 Dec 21 11:36 AM | Link | Reply
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    Huge week in the markets....Main markets have been attempting a break out for a few weeks now.....Hovering between dropping big and having a legitimate technicall break out pattern....I think based on TA, it will decide early this week....My guess.....
    Up till end of year, down first week or so, then up till march...
    Then get out, dont walk RUN......The bond market is the next shoe to drop, and its going to be disgustingly bad....You think Obama has problems now...Wait till the only entitiy buying treasuries and 20 and 30 year are the FED, then you have probelms....Yes that means our debt is not being bought only by US tax payers....No longer foreign entitiies and private investors....Yes, basically were screwed at that point...The dollar will tank faster than Demi Moore's career....
    2008 Dec 21 11:39 AM | Link | Reply
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    Correction..I said not bought by us taxpayers, I meant now only bought by us taxpayers....Basically were tellling the rest of the world to take our dollars with no INCENTIVE....
    2008 Dec 21 11:40 AM | Link | Reply
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    Commodity prices in terms of dollars will skyrocket at some point, making the commodity "bubble"(ya right, you cant have a hard asset bubble)(real estate doesnt count...too local and arbitrary...) of last year look tame....
    Gold will do well, so might silver...
    If anyone here believes oil is going sub 28...I have some sirius stock to sell you......
    2008 Dec 21 11:43 AM | Link | Reply
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    I have a better idea for Cramer instead of an apology, how about some handcuffs instead? Everyone is right in retrospect....I didnt believe Jim to sell becaiuse I dont believe anything out of his mouth....He said stay away from AUY when it was at 7 for 2 quarters....In 2 quarters this stock will have run out of juice....It went from 3.37 to 7 plus in under a month....Good advice Jim....
    2008 Dec 21 11:45 AM | Link | Reply
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    He should have said...Gold stock dont trade at P/E ratios under 10 long...If it ever does, buy buy buy,,,,,,,,
    2008 Dec 21 11:46 AM | Link | Reply
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    Would have doubled your money if he gave real advice.....
    2008 Dec 21 11:47 AM | Link | Reply
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    Round & DUMB................. get back to your nursery and lay down on your blanket. And for g...d sakes get one of the babysitters to wipe your snotty nose! You stay on the yahoo blogs, you're obviously not bright enough to know what the intelligent men are saying on this one. Your kind is not wanted here All you do is create long lines of worthless posts.Now git............ before you get the spanking you deserve. ..killer.
    2008 Dec 22 10:03 AM | Link | Reply
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    Worthless posts? Go back and take a look at si62, cos1000, remlor, killer. Seems others share my sentiment. Keep buying guy's. Share holders will pay off this companies debt. This is the wanna be CEO blog. Amazing the different solutions and ideas that you guy's come up with yet none, I repeat None of them come to fruition. Spend less time on the blog and more time working to making up the money you lost.
    2008 Dec 22 04:39 PM | Link | Reply
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    Round and Long ...................I see......... you're an instant gratification guy. We'll have to see what Mel does in 2009 to see who's Dumber. LOL.
    2008 Dec 22 05:02 PM | Link | Reply
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    Instant gratification? Everyone that is in or was in this stock was looking for a quick profit. We all became longs because we had no choice. What is going to stop shorts when RS is completed? Nothing. Who will buy new shares? Who wants to pay off company debt? Nobody. I will buy back at .01 cent for the hell of it. Not optimistic.
    2008 Dec 22 05:21 PM | Link | Reply
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    Round & Long

    Where have you been with all of your insight? I have no problem admitting that I underestimated where the Bond Holders would take this stock once given 260M shares to short and the financial crisis of the century. You on the other hand have nothing to ad just a bash and run comment. Stay a while and give us your understanding of the company, management, or even some other companies that you so successfully invest in. Please feel free to share, we're listening...... give us some of your wisdom. I am never too proud to take some good advice in this snake pit of a market. By the way, I am not a dumb. I might be a dumbarse at times, a stubborn arse, or even just a plain arse. But I take great offense at being called just a dumb. Tighten it up man.........

    Killer......
    Hope you had a Great B-day..... Did you hold off on placing your order before the meeting?? So far this stock is proving that dilution is already in the price as suspected. Options on Friday, the certainty of the authority for share dilution and a RS and we've trade down a couple of cents.... It needs to hold and a couple penny climb will confirm what I've suspected about the dilution already being priced in. Now we get to see what the Bond Holders really want to do and when. Now might be the time (next couple days) to see what's available with the stock price. I think after the Holidays, the company will start to sprinkle out some of their Cash on Hand with Best of Both results, Subscription resets with pay in advance, and the Life Time promotions contributing to offset keeping upfront costs down, especially with GM, reducing costs although sub numbers suffer. Some of these contracts are break even at best in the first year with Rev Share and chip set subsidies being paid up front as an expense. Not good long term but, a built in relief during slow OEM sales.
    2008 Dec 22 05:36 PM | Link | Reply
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    R & L

    Everyone that was in was not in for the instant gratification, although gratification for being a dedicated share holder since 2002 would have been nice. I do realize as do others hear on this blog, that many in this stock now are here because they hoped for the merger pop, make a quick buck, and get out. Unfortunately that did not happen, and Mel took on debt at the 11th hour that he called ugly. I have come to learn that this was and is still, a major understatement for what happened. If you read anything that I wrote above you would know this also. I am not blaming people for being upset (this is G rated blog), and I have also lost tons of equity in this company. I have three times as many shares by trading on the movement down, but not more equity. I guess we could argue about how much of a penny we all own because this stock is trading in tens of thousandths of a cent. It is really time to move beyond the mistakes made by most of us and give the potential for the company a realistic assessment. If all you want to do is blame every one else for your mistakes in investing then I have no sympathy or time for you. If you want to discuss WTF to do from here then fine.
    2008 Dec 22 06:07 PM | Link | Reply
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    To people that are worried about the RS, that is not the concern there is no loss there. It is the dilution that is costing you. Now if they use shares to pay back the debt then you are not lossing there ether. Thats one reason the shares SIRI gave up was not really dilution (the effect is the same though), they were lended out not given out. Which brings me to this, there may be another convert deal and some of these new shares would be used for that purpose. Once again not real dilution because the shares that the old converts have would go back to SIRIXM. I believe if Mel could screw over GS in the process all the better.



    Round & Long, man where was that insight back 5 years ago when I first got in this stock and it was trading between .50 and 1.00 a share trying to refinance over a billion with barly any revenue coming in (just over 12 million a year). While there were people saying the same then, as you are now, I am glad I did not take their advise then, because I would not have been able to sell SIRI for between 5 and 8 after buying it at .97. You see the fact of the matter is, back then SIRI was a long shot with only hopes off being where it is now. Was I and still am confedent they would be able to refinance this debt, YES, after seeing them refinance a billion with only 12 million coming in. I never saw this debt being as big a problem as many thought and still think it is. Are there going to be penalties for getting it , YES. Those penalties are small compared to where they are now standing at this point. You my friend just have no idea, just how big that spectrum SIRIXM holds is. Here is a example for you to ponder: What is Clear Channel worth, what are all the radio companies in the US worth? Well SIRIXM has more spectrum then them all. Clear Channels over 700 stations does not even come close to the coverage SIRIXM has. Ask your self how long and how much did it cost Clear Channel to get to the position they are in today, 30 years and many more billions then SIRIXM? Well Mel got SIRIXM to the same place as Clear Channel and more in just under 4 years at a much much much reduced cost to boot..
    2008 Dec 22 07:21 PM | Link | Reply
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    Cos1000.................. never did buy any more shares, I didn't have that much availiable cash on hand......... so... held off to try to get shares at a lower price. Have been watching the SP daily, and reading all pertinent posts. Will need to buy more, as you suggest in the next few days, before shorts unload, but hope to buy after major holders dump before years end. Will probably try for the second to the last, or the last day of the month. Any advice on that? Will be watching your advice as well as 163888's, sl62's, and relmore's as well. This could be a very crucial move in the grand scheme of things. Had a good birthday..........than... Good luck on your trades, and thanks again for the level headed advice. Your buddy killer.
    2008 Dec 23 09:46 AM | Link | Reply
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    Hi ALL, I picked up 2500 more yesterday at .1210 Then I spent the day reading articles about what a mistake it is to avg down. (LOL) I can't make up my mind whether to sink anymore into this. I keep saying I am done and then buying more dispite everything. I am not going to buy till the stock starts back up.
    I have to wait till March anyway to avoid the wash sale.


    On Dec 23 09:46 AM killerkaul wrote:

    > Cos1000.................. never did buy any more shares, I didn't
    > have that much availiable cash on hand......... so... held off to
    > try to get shares at a lower price. Have been watching the SP daily,
    > and reading all pertinent posts. Will need to buy more, as you suggest
    > in the next few days, before shorts unload, but hope to buy after
    > major holders dump before years end. Will probably try for the second
    > to the last, or the last day of the month. Any advice on that? Will
    > be watching your advice as well as 163888's, sl62's, and relmore's
    > as well. This could be a very crucial move in the grand scheme of
    > things. Had a good birthday..........than... Good luck on your trades,
    > and thanks again for the level headed advice. Your buddy killer.
    2008 Dec 23 10:50 AM | Link | Reply