SEC Filing | Option Care Health, Inc.

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a8621

Filed by MIM Corporation pursuant to Rule 425
Under the Securities Act of 1933
And deemed filed pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: MIM Corporation
Commission File Number: 000-28740

This filing relates to a planned merger between MIM Corporation (“MIM”) and Chronimed Inc. (“Chronimed”), pursuant to the terms of an Agreement and Plan of Merger, dated as of August 9, 2004 (the “Merger Agreement”), by and among MIM, Corvette Acquisition Corp. (a wholly owned subsidiary of MIM) and Chronimed. The Merger Agreement is on file with the U.S. Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K, filed by MIM on August 9, 2004 and is incorporated by reference into this filing.

MIM CORPORATION

August 9, 2004
5:00 p.m. CDT



Moderator	Ladies and gentlemen, thank you for standing by. Welcome to the MIM

	Corporation Second Quarter 2004 conference call. At this time, all

	participants are in a listen-only mode. Later, we will conduct a question

	and answer session, with instructions to be given at that time. I would

	now like to turn the conference over to our host, Investor Relations

	Representative, Ms. Rachel Levine. Please go ahead.


R. Levine	Good afternoon. Thank you for joining us to discuss MIM’s second

	quarter 2004 earnings. If you do not have a copy of our press release,

	please call The Anne McBride Company at 212-983-1702, extension 207,

	and we will have one sent to you. Alternatively, you may obtain the copy

	of the release at the Investor Information section on the Company's

	corporate Web site at www.mimcorporation.com. A replay of today's call

	may be accessed by dialing in on the numbers provided in the press

	release or by accessing the Webcast in the Investor Information section of

	MIM’s Web site.


	Before we begin, I will remind you that during this call, you will hear

	some statements that may be considered forward-looking statements.

	These forward-looking statements may include statements relating to

	financial projections or other statements relating to the Company's plans,

	objectives, expectations or intentions. These matters involve risks and

	uncertainties, and actual results may differ materially from those projected

	or implied in the forward-looking statements. Factors that could cause

	actual results to materially differ from the forward-looking statements in

	this call are set forth in our most recent annual report on Form 10-K.


	During today's call, Richard Friedman, our Chairman and Chief Executive

	Officer, will comment generally on developments in the quarter, and then

	pass the call to Jim Lusk, our Chief Financial Officer, who will discuss

	the financials and operations in detail. Rich will then return for some

	final comments before opening the call to questions and answers. I would

	now like to turn the call over to Richard Friedman.


R. Friedman	Thanks, Rachel. Good evening, everyone. Before I turn the call over to

	Jim to go through some detailed financial information, I'd like to comment

	on the second quarter.


	First of all, we are pleased with the second quarter. Our two operating


	segments are performing well. The implementation of Natural Living

	acquisition has been successful, and we continue to deliver substantial

	growth in our specialty area. We have expanded customer contracts and

	increased our national base through our strategy of developing local

	relationships.


	As you all know, we announced our merger with Chronimed, which will

	create one of the largest specialty pharmacy businesses in the country.

	The combined annual revenues, based upon current earnings, are $1.1

	billion. We look forward to combining our established BioScrip brand

	with Chronimed and leveraging our strong PBM capabilities across

	Chronimed’s customer base.


	We reported second quarter earnings of $0.09 per share. As I mentioned,

	we are pleased with our performance. Specialty revenues grew more than

	36% over the first half of last year, if you exclude the Synagis. PBM and

	mail segments grew 19% in the first half of 2004, excluding TennCare. In

	the second quarter, we expanded our relationship with one of our

	customers to cover a larger geographic area. This was a strategic long-

	term decision. In return for this expansion, we provided certain pricing

	concessions, which had an impact on the second quarter. We expect

	strong volume growth from those expanded territories to add to revenues


	and profitability in the fourth quarter and beyond.


	I will now turn the call to Jim to go through the details of our quarter.

	Jim?


J. Lusk	Thank you, Rich. As Rich stated, earnings were strong for the second

	quarter, despite the effect of certain pricing concessions on expanded

	specialty contract. Excluding TennCare and Synagis’ results in the second

	quarter of 2003, our total revenues for the second quarter of 2004

	increased by 22% over the same period last year.


	The press release contains all the reported numbers, in addition to our

	reconciliation table, outlining results for comparative purposes, which

	would exclude TennCare, Synagis, and the restructuring charges from Q2

	'03. The numbers I will review on the call today are adjusted results from

	this table, which most accurately depict results in our existing business

	going forward.


	Total revenues for the second quarter of 2004 were $154.1 million,

	compared to $126.1 million for the second quarter of 2003. Second

	quarter specialty revenue increased to $60.4 million, compared to $44.4

	million in the prior year's period. PBM and mail segment revenue was


	$93.7 million, compared to $81.79 million in the second quarter of 2003.

	Revenues from PBM services grew 15% in the second quarter of 2004.


	Operating income for the second quarter of 2004 was $3.5 million from

	$3.8 million for the second quarter of last year. Gross profit for the

	quarter was $16.8 million or 10.9%, compared to $16.4 million or 13% in

	the prior year's period. The decrease in gross margin reflects the change

	in the Company's product mix and the overall industry trend. SG&A

	expense for the second quarter was $12.6 million, compared to $12.1

	million for the same period last year. Total revenues for the first half of

	2004 were $302.2 million, compared to $241.8 million for the first half of

	2003.


	First half specialty revenue increased to $118.2 million, compared to $86.6

	million in the prior year's period. PBM and mail segment revenue was

	$184 million, compared to $155.2 million for the first half of 2003.

	Operating income for the first half of 2004 was $7.3 million, compared to

	$6.1 million for the first half of last year. Gross profit for the first six

	months of 2004 was $33.8 million or 11.2%, compared to $31.4 million or

	13% in the prior year's period. I'll now turn to the balance sheet.


	Inventory turns remained strong for the quarter at 46. Days sales


	outstanding decreased to 40 days at June 30, 2004 from 41 days at March

	31, 2004. We have reduced our line of credit, used to purchase Fair

	Pharmacy, by $3.7 million during the quarter. Even with the rebate

	payment to TennCare, the MCOs in the second quarter, which we

	anticipated, we had positive cash flow from operations of $4 million.


	Regarding operational performance, our PBM and mail revenues,

	excluding TennCare, grew 19% in the second quarter of this year

	compared to last year at 4% sequentially. On a standalone business basis,

	our mail business, which operates out of our Columbus, Ohio facility,

	filled over 804,000 scripts during the quarter, compared to 675,000 on the

	same period a year ago. Along with the increased revenue, we are

	beginning to benefit from the leveraging of our efficient infrastructure and

	is demonstrated by the reduction in cost per script by 20% year-over-year.

	As our volume increases, we had to add very little expense. Our stringent

	approach towards expenses has resulted in SG&A being almost flat with

	the year ago, even after our continued investment in our sales efforts. We

	will continue to enforce strong cost containment measures, although not at

	the expense of increased market opportunities.


	Our balance sheet remains strong, and we are well positioned to continue

	our momentum. We entered the Chronimed merger with little debt and a


	healthy cash flow. This will allow us to continue to make strategic

	investments and acquisitions to further build our revenues and

	profitability. Our goal is to pay off the remainder of the credit line for the

	Natural Living acquisition by the first quarter of 2005.


	With respect to the coming quarter, at this time, we expect the third

	quarter will approximate the results of the second quarter, and as

	something to look forward to, second quarter 2004 will be the last of our

	reconciliation tables. We are not changing guidance for the year at this

	time.


	Rich, with that, I’ll turn it back over to you.


R. Friedman	Thanks, Jim. Regarding the Chronimed merger, I would like to be very

	clear of why this merger makes sense. Number one, MIM believes

	strongly in the local platform community based. Chronimed has 27

	locations where we're going to be able to use that asset to roll out

	additional products. Chronimed also has a mail order facility, and so do

	we, which we will be able to take advantage of the synergies involved

	there. This is a strategic move, believe it is very strong for long-term.

	You need to be larger in this healthcare business, and by putting these

	companies together, we will get there.


	We believe this is a winning combination for customers and shareholders.

	We will combine our individual strengths into a stronger customer-centric

	and profitable business. Our businesses are complementary and distinct.

	In a rapidly growing and fragmented industry, the combined companies

	cover a larger piece of the market and offer more access to complete

	pharmacy and pharmacy services.


	In conclusion, we will continue to deliver on a strategic initiatives

	throughout this year and next. We feel confident that with the

	management team we have in place and the newly combined entity that

	we will be able to focus on our primary goal of executing against our

	benchmarks and delivering shareholder value. With that, we will open up

	the lines to answer any questions that you may have.


Moderator	Thank you. One moment, please, for our first question. You have a

	question form the line from Brooks O'Neil of Dougherty & Company.

	Please go ahead.


B. O'Neil	You eluded to the contract expansion that impacted your second quarter.

	I'm hoping you might be able to give us some additional detail on what

	geography or roughly how big an expansion, because I think you then


	went on to say that the third quarter was going to look like the second

	quarter, but you're not changing your guidance for the year, which I guess,

	if I do the quick math, looks like you're going to have to have a whopping

	fourth quarter to kind of get where you need to get.


R. Friedman	I'd be happy to, Brooks, and good talking to you again. Let's talk about

	what we did. Clearly, in the second quarter, we made a strategic decision

	that relates to the northeast, and what we did is we had a contract. We

	have a contract with a very strong managed care organization that gave us

	the opportunity to expand the market share in the New York and

	Connecticut marketplace. That organization, last year in its entirety, in the

	three regions now that we covered, did in excess of $90 million in

	specialty pharmaceuticals. We were covering strictly their New Jersey

	operation. So, when we look at the New York and New Jersey

	opportunity, that in itself, I think, was close to $60 million of total revenue

	of the specialty part of the $90 million. This also, though, in addition to

	us picking up that piece, which we have signed and is being implemented

	as we speak, the relationship we have with this organization has now

	brought us to look at other territories that they've asked us to look for,

	which is more out West.


	So we believe this was the right strategic decision to do, and you're right.


	When you look at the fourth quarter, we expect a good fourth quarter;

	we've all along expected a good fourth quarter. In addition to this

	particular one, we’ve picked up additional contracts, which makes us look

	at, for example; we did a deal with Montefiore Hospital in the CMO

	program. We've picked up MDNY. We've picked up business with

	Oxford. So this company has added quite a bit of contracts over this last

	quarter that will be implemented in the third quarter, and you will see the

	volumes in the fourth quarter. The reason we're saying that, the third

	quarter will look more like the second quarter is because of some of those

	pricing concessions. We’re hopeful that we will be able to achieve greater

	results, but what we're trying to do is, based upon—And the pricing

	concessions actually took place starting in the second month of the second

	quarter. Now, you have the third quarter with all three months somewhat

	impacted, so we have to make up some of that volume to offset that

	pricing concession, but we anticipate that we will be able to achieve that.


B. O'Neil	I'm not asking you to build my model for me, but I'm assuming, based on

	what you just said, that maybe the 10.93% gross margins might come

	down a little bit more here in the third quarter.


R. Friedman	Yes. I think they will and I think they will come down slightly as—I

	think, Jim, as he refines, and obviously we've been spending the last


	number of weeks working very hard on the Chronimed deal, that Jim will

	be able to fine-tune the model and be able to go out with it.


B. O'Neil	The only other item and detail I wanted to ask about is the amortization

	expense was up a bit this quarter. Is that at a level now where we

	expected to be flat on a quarterly basis going forward?


R. Friedman	Thank God Jim can answer that one.


J. Lusk	Yes. The amortization expense relates to the acquisition we did. Yes.

	Going forward, that should pretty much be level.


B. O’Neil	I guess that's it for right now. Thanks a lot.


R. Friedman	Thanks, Brooks.


Moderator	Thank you. We have a question from Arnold Ursaner of CJS Securities.

	Please go ahead.


M. Roesler	It's Michael Roesler for Arnie. Quick follow up from the prior call, could

	you just clarify again what is included and not included in terms of

	charges or expenses in the $35 million EBITDA guidance for '05?


R. Friedman	Yes. We didn't go through the details of that number, but let me try to lay

	it out for you a little bit better. What we did in that $35 million is we've

	assumed - and you have to understand that we’ve assumed for a calendar

	year that there is absolutely no Aetna in that business.

	assumed is that we said that there's gross synergy amount of $10 million.

	It's going to take us the better part of the year to realize that $10 million.

	Offsetting that, there's significant cost related to severance, retention, and

	duplicative type of expenses. We have not broken that out, and there's a

	good reason that we haven't because we need to refine exactly this as the

	implementation teams finish off what they're doing. We will get back to

	everyone in the coming months to give them more of the detail behind the

	synergies and those costs.


	Again, we try to be very conservative. This is not a short-term gain right

	away. It is accretive. You have to look; we have to look. This company

	is looking at long term. It is the right thing to do in the healthcare sector.

	It is the right thing to do for MIM. It will be extremely accretive in 2006.

	We expect tremendous revenue growth, and I cant's put a number on that

	today. We expect lower cost of goods sold, and I think longer-term, 2005

	is going to be the toughest one to predict because of everything going on,

	and we'll tell you, 2006 is going to be a fantastic year.


M. Roesler	A final question, in terms of the margin impact from these expander

	relationship, what do you expect the response from your current customers

	is going to be as they start to look at what might be better termed for

	another competitor?


R. Friedman	Yes. Well, I don’t know about better terms. I think what it does is gives

	us a greater opportunity to compete. We’re absolutely using leverage.

	The cost of getting product added to facilities will decline. We will be

	able to buy better. We will be able to participate where, in the case of a

	larger managed care client, if we have to go ahead, and say, “You know

	what? We're going to take this business, and it's a little bit lower margin,”

	we may in fact go ahead and do that.


	I think having retail stores absolutely gives you leverage and gives you

	some margin protection. Our Fair model has absolutely done that. The

	higher touch-higher feel therapies usually generate higher margins for

	you. So you can have a mix, and you want to have a mix; the mix

	between the customer itself, the physician, the hospital, the clinic and the

	large managed care organizations. So there is going to be margins in all

	these different trades that are going to vary. But I think, overall, the

	margins in this industry, and I've said this for a long time, these margins


	will continue to tighten. As a new product comes out, you may see higher

	margins; over a long period of time, those margins will shrink.


	I anticipate that. We run this company in anticipation of margin

	shrinking. I come out of the generic pharmaceuticals business. I

	understand that. This is a volume-type of business with clinical expertise

	that you’re offering, and that's why you have to be bigger. You have to be

	able to provide these services and get the increase in volume so that you're

	facilities can absorb a lot of that overhead cost. This is a terrific deal, and

	I'm looking forward to it.


M. Roesler	Thank you.


Moderator	Thank you. We have a question from Glenn Garmont of First Albany

	Capital. Please go ahead.


G. Garmont	Just real quick, Jim, are the TennCare payments done at this point, and is

	there a full-year operating cash flow number that you've provided?


J. Lusk	Yes. TennCare payments, there's a minor trickling of things that’s not

	even worth talking about. We are pretty much done with TennCare at this

	point in time. In terms of operating cash for the year, we were saying


	somewhere in the high single digits around ten, somewhere in that range.


G. Garmont	Great.


R. Friedman	And how much did you pay out to TennCare?


J. Lusk	To TennCare, we paid out $7.6 million in two quarters; $2.4 this quarter,

	and it was over $5 million last quarter. So those were big numbers.


G. Garmont	Taking all of those things into account, you're still going to do operating

	cash flow of $10 million.


J. Lusk	Yes, somewhere in that range. Correct.


G. Garmont	Great. Thanks.


Moderator	Thank you. We have a question from Kevin Casey of WPG. Please go

	ahead.


K. Casey	I was wondering if you can clarify or explain in more detail the industry

	trends that seem to make you guys cautious on gross margins?


R. Friedman	Yes. Kevin, this is an industry where you have some major players

	whether it's Caremark, Express with Care-a-Script, now a priority, where a

	lot of business, especially at the larger managed care accounts, is based

	upon pricing. When you're not a manufacturer, you have a lot more

	pressure being put on you in that competition. We don't see that as much

	on the local distribution level, but you do see that with the larger managed

	care accounts. That's why you need to be able to use your leverage in

	order to pick up a reduction of expenses and a lower unit cost per item.

	You're not going to make it up on the sales side.


	The selling price in the market is governed by the market. The only thing

	that we're going to be able to do is try to buy better and to lower the labor

	cost and the overhead cost of getting it out the door. So I believe the

	market trend will be to continue to see pricing pressures. I think that will

	always be the case. I think you'll have new products coming out. I think

	you'll get to a multi-source environment in the near future.


	There are still plenty of biotech. There's 280 biotech products that are out

	there today at the FDA. So I think what's going to happen is you'll see a

	lot more multi-sourced products coming out there. As you know, in the

	distribution business, you make more money on generics than you do on a

	brand. So I think right now you're going through that period of time


	where you're seeing pricing pressures. I think that you'll see more

	products out there. But I think, overall, when you look at strictly the

	injectable of—I hate to say, run of the mill type of injectable products –

	not the IV products, IVIG products where you have to get into the nursing

	component and some other high, hand-holding ways, that you'll see

	margins probably less than 10%. You'll probably see them in the 8%

	range, 9% range. I think you're a few years out, and maybe even sooner

	than seeing that. So I always anticipate that there’s going to be lower end

	of margins.


K. Casey	And then, speaking of getting lower cost of goods sold, have you looked at

	products that you and Chronimed both source, and what has been—who

	gets the better price or - actually, not even who gets the price, but what's

	the difference between the better price and the worse price?


R. Friedman	Yes. Actually, when we look at both companies of what they're buying

	today, there was an opportunity based upon our contracts that we will be

	able to take advantage of. There are some other things that we could do,

	as well, for example, as opposed to the front of the store or the back of the

	store. If you have a closed-door operation, you have advantages on the

	buy side. When you combine the specialty businesses of both companies,

	you'll be talking pretty close to $800 million, and then you throw the mail


	on top of that, you’re $950 million of $1.2 billion. So, when you look at

	that, it creates a much better playing field to go out in the RFP process

	with the major distributors. The manufactures are very excited about this

	process. The manufacturers like local presence. There are people on the

	street who like local presence. So we believe that we will have

	opportunities with the manufacturers to work closer with them, giving us

	greater opportunity.


K. Casey	One final question: When you talked about that contract that was

	expanded, that lower price, was that across all regions or just the new

	regions?


R. Friedman	That was across existing regions and new regions.


K. Casey	Thanks, guys.


Moderator	Thank you. We have a question from Marvin Loh of Decision Economics.

	Please go ahead.


M. Loh	What has the feedback been from the customers that you’ve spoken to

	today? Do you feel or have you sensed any challenge in selling the deal to

	the clients, particularly those that might have come to MIMS because of


	you’re a more payer-centric model, whereas Chronimed has clearly more

	manufacturer-centric contracts?


R. Friedman	Marvin, we've actually changed a bit over the past year or so to

	concentrate with the manufacturers. I have to tell you that Mike Sicilian,

	who heads up our sales operations, reached out to the customers today.

	We’ve had tremendous feedback from them. As a matter of fact, some of

	our larger ones, one in particular, was thrilled, saying that, “You know

	what? This will open up more markets for you. We could take advantage

	of you now because you have more locations.”


	I think that we didn't have overlap. But what this does do for our clients

	that—healthcare is regional. So you'll have managed care organizations

	that have facilities in various states, but for the most part, it is regional.

	So if you're able to offer their populations, the physician community and

	everything else, distribution, clinical services on a local level, it works for

	everyone. I think the feedback today has been terrific.


M. Loh	What can we expect from the PBM side given that most of the operating

	leverage and synergies seem to be more specialty focused? You know,

	PBM has kind of been chugging along, but certainly hasn't posted any

	knockout numbers over the last year or so.


R. Friedman	I totally agree with you. This is an opportunity for us. We consciously

	made a decision to reallocate resources to take advantage of the specialty

	arena. As you know, the PBM market, it's a tough market. It's highly

	competitive. Certain people from Chronimed bring tremendous

	experience with them. They have tremendous relationships, primarily

	Hank, Tony Zappa and a few other people there. I got to tell you that I'm

	looking forward to getting back with a vengeance into the PBM

	marketplace. I think there are tremendous opportunities. I think

	especially in a small to medium size market, I'm looking forward to get to

	the small to medium size employer groups. I'm looking forward to get

	back into the TPAs. I think this is a tremendous growth opportunity. You

	have some fine companies out there that go after the same groups, but, you

	know, with all leverage and being able to compete, and I think we have

	the best computer systems that are out there today, I think we do a great

	job in the PBM. I know Hank and he said before, is looking forward to

	taking advantage of that passion of his.


M. Loh	So it's going to be one of your top efforts come 2005?


R. Friedman	It's going to be one of those efforts, absolutely true.


M. Loh	Thanks very much, guys.


Moderator	Thank you. We have a question from Mark Cooper of Wells Capital.

	Please go ahead.


M. Cooper	I only listened to the little part of the first call earlier today, but the

	concept of this accretion that you talk about, is that relative what the

	estimates are for MIM for next year? I think, I don't know, it's like $0.56,

	somewhere around there.


J. Lusk	I got to say, I'm not sure it’s relevant to those numbers. What we're

	looking at, and we have not put out guidance for 2005 yet. What we're

	looking for right now is obviously the guidance we have on the street right

	now is $0.42 a share for 2004. You know what the Chronimed numbers

	are right now, and you have to adjust those for Aetna, and you have to

	adjust for the synergies involved.


	Based upon the analysis that Jim has done and our financial advisors have

	done and that we did show to our board of directors, this deal is accretive

	to us in 2005. As I said earlier, Jim's going to come out with numbers, as

	we refine these, and we will come out with 2005 guidance in the next few

	months for both organizations.


	Again, I have to say this again, you know, 2005 will be—2006 is going to

	be an incredible year. You will have the benefits of everything going on.

	You will have the cross-selling opportunities. I know that's a long-way

	off, but I got to tell you, you know, it's where the industry is going. We

	will be a leader there. We will be doing all the things in between. We

	will be growing all businesses. 2005 will be accretive. 2006 will be even

	more so.


M. Cooper	Did I understand your comments about this longer-term contract that you

	signed that you felt diminishing margins this quarter? Did I understand

	that to you say that added—you think that will add $30 million of

	incremental revenue?


R. Friedman	No. What I did say is how much that they were doing.


M. Cooper	So they were doing 90?


R. Friedman	Yes. Last year, they did over 90 million in specialty. And a big part of

	this was how much we’re going to pick up and over what period of time

	we're going to pick up, as it's being converted over to us. But it does

	create an opportunity. I also said, in those regions that we picked up, it’s


	about 50 million—I think I said 50 million to 60 million, 60 million of

	specialty business we did not have. So it's a question of, could we get all

	60? What's going to happen there? And we're working our tails off to go

	and make that happen, and that's the responsibility of Mike and his team.

	But we anticipate having significant volume come to us in the fourth

	quarter. We're picking some up right now. But to make up for that loss in

	the margin, you know, we're expecting that to turn for us in the fourth

	quarter.


M. Cooper	My last question, and I didn't hear this on the earlier call either, there's no

	collar or anything in place to set a minimum value for the Chronimed

	shareholders?


R. Friedman	There was no collar, right.


M. Cooper	Thank you.


Moderator	Thank you. We have a question from Jeff Green of Health Co. Please go

	ahead.


J. Green	One of my questions was answered about the $35 million, which I’m a

	little bit surprised that you're unable to disaggregate that a little bit better


	today given the time you’ve put into this merger. It's a little disappointing

	that you can't figure out what the true run rate is yet, to state that for

	certain, the deal is accretive. So that's a little bit hard to swallow, but

	having said that and you've address that, moving onto what management

	in each respective company, what change of control issues there are with

	each respective management teams in regard to options, vesting, etc.?


R. Friedman	The change of control, both the senior people in both companies waived

	their rights to anything regarding change of control. For those executives

	that in fact may not be part of the combined entity at a certain point in

	time, there will be severance and retention agreements with them and they

	will have an option to go ahead. Actually, Barry Posner is with us. Barry,

	do you have anything to add to that?


B. Posner	Yes. Thank you, Rich. There will be some dilution from option

	acceleration under the Chronimed plan. It's not a very large number.


J. Green	Can you quantify how many options and which executives are getting

	them and how they're being—Are they automatically vested and what the

	strike price is? Similarly, on the other side?


B. Posner	I can do it, but it's about a 15-page list. This is not going to three or four


	executives. These are options that were granted to a number of their

	employees and, you know, I'm talking in excess of 30, 40, 50 people over

	years at varying strike prices. They are not a very top-heavy company

	when it came to option grants, but I think it's more appropriate for you to

	have that discussion with them and they can give you some particular

	details on it.


J. Green	What about you guys?


B. Posner	It's not a change of control for us.


J. Green	And there's no change in how your options are addressed then in terms of

	this transaction?


B. Posner	Yes. It's addressed by there being no effect on them, as a matter of change

	of control. If particular people are not going forward, then it's a matter of

	their employment contracts and those are well filed Edger, to the extent

	they’re executive officers.


J. Green	What are the timeframes you plan on elucidating how this $35 million is

	disaggregated? I mean, is it just like a month, or is just over six months,

	or a year?


R. Friedman	No. I will tell you that we will probably get back to you in a better part of

	six weeks with this information. It's clear to say that there is a plan. We

	have certain of this information, and it just needs to be refined before we

	go out with it.


J. Green	I mean, curiously then, it has not been my experience that a company has

	come out with a number like that and then not been able to sort of pinpoint

	it. Was this just that you didn't want to announce this soon and you had to

	announce it for some reason or another? It just seems a little strange.


R. Friedman	I have absolutely no response to that. This is the number that we have

	given. This is the number that both companies felt comfortable with when

	we went through. We're not at this point going to say what's a

	contribution from each of the companies, as well as what the synergies

	are. Clearly, we know it. We have chosen not to share it.


J. Green	I'm sure that's going to make for a lot of dissatisfied and unhappy callers

	on this … right now. I could probably speak for others. But anyway, I’ll

	let you go. It's something I have never heard in my career, which is not

	terribly long, but it's strange. Anyway, good luck. Thanks.


R. Friedman	Thank you.


Moderator	Thank you. We have no more questions in queue. Please continue.


R. Friedman	Thank you. It has been a long day. It has been a terrific day. We're

	excited about moving forward. We think this is a terrific deal for both

	companies, and we will absolutely get back to everyone in the coming

	weeks with more detailed information. Have a good evening.


Moderator	Thank you. Ladies and gentlemen, this conference will be available for

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	That does conclude our conference for today. Thank you for your

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