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Frederick E. "Shad" Rowe, Jr.*
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It is illegal for a company to lie to investors. But it is not hard to mislead without lying; lots of companies do it.
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If, AS I SUSPECT, the euphoric stage of this bull market has ended, investors in some of the flakier
growth and concept stocks should prepare themselves for a flurry of upbeat company press releases aimed at
moderating the rapid descent of the companies' shares. Many of the releases will be downright false, misleading
and/or meaningless.
It is, of course, illegal under the Securities & Exchange Act of 1934 for a company to intentionally and in bad faith make
claims that are false or misleading. But the standards for conviction are very exacting; as a practical matter, a subtle
crook should never have a problem. More to the point, it is easy for creative hypesters to stay within the law because
investors seem to salivate over corporate releases that are basically meaningless anyway.
I have gone through a number of press releases issued fairly recently, looking for examples of meaningless language
that is meant to make shareholders want to hold on to their sinking concept stocks. For purposes of illustration, let's
tell this linguistic story through an imaginary company I will call Roweceleron Galactic, Inc.
The stock of Roweceleron Galactic has broken from 38 to 24 during the market slide of November.
The company has a market value of $625 million but is without operating revenues or tangible assets; in early 1990
it sold for 75 cents per share. With the share price dropping back toward that level, Roweceleron's
management knows that it must tell investors something encouraging but also stay out of jail. So it fills its press
releases with empty aphorisms like the following:
Strategic alliance: ''Today, Roweceleron Galactic announced that it has formed a strategic alliance with a major
Japanese company. The specifics of the alliance are of a highly sensitive nature and will be released at the company's
annual meeting next May.'' Now let's read between the lines. Strategic alliances are big these days and set investors'
hearts aflutter. In point of fact, these ''alliances'' are frequently nothing more than garden variety contractual
relationships -- a product license, say, or agreement to jointly distribute a product.
New product is shipped: ''Today [trills the press release], Roweceleron Galactic announced that it had shipped
its first prototype Celeron Multi-Port Processor to Boeing for testing and evaluation. The Celeron Multi-Port Processor
is valued at $27 million. At the completion of the Phase II production ramp-up in the third quarter of 1992, the company
estimates it will ship 30 Multi-Port Processors per month.'' Reading between the lines: The company may have shipped
the processor, but Boeing did not ask for it and does not know what to do with it.
Meaningful joint venture discussions: ''Today Roweceleron Galactic announced that it had entered into
meaningful joint venture discussions with IBM.'' Between the lines: IBM and most other companies trying to make
money in difficult times are willing to talk to anybody, even Roweceleron Galactic. ''Meaningful'' is usually so in the mind
of management. And even if Roweceleron were making up the joint venture talks, it is unlikely that IBM would go to the
trouble of issuing a denial.
In the following weeks, as its cash balances and its share price shrink, Roweceleron Galactic issues still more
releases announcing things like ''original equipment manufacturing (OEM) agreements,'' ''nonbinding licensing
agreements,'' ''dual marketing agreements'' and so forth. All of these items sound far more exotic and meaningful
than they really are. An OEM agreement basically says that both companies agree that Roweceleron will sell the
Multi-Port Processor to the agreeing company at wholesale rather than retail. And any agreement that is nonbinding
isn't worth very much.
When the meaningless-phrase cupboard is bare, desperate managements will sometimes trot out this old faithful:
Maximize shareholder value. ''Today Roweceleron Galactic announced that its Board of Directors had
unanimously voted to retain an investment banker in order to pursue alternatives for maximizing shareholder value.''
''At these levels ($12), the Board considers Roweceleron Galactic shares absurdly undervalued and will consider all of
its options, including the outright sale of the company,'' stated Chairman and Chief Executive Officer F. E. Rowe.
''In my opinion, our technology alone is worth more than $20 per share.''
The reality, of course, is that the Roweceleron shares are worthless, as shareholders will discover if the investment
banker is actually hired, and if he really does try to find a buyer for the company.
In a euphoric bull market like the one earlier this year, hype does move stocks. Witness the still crazy valuations of
the biotech and medical technology groups. But in a selective or bear market, hype loses it boosting power. If you
own shares of a hot little concept company and you're counting on press releases and crowd psychology to push the
stock higher (or keep it from drifting lower), my advice is to think very seriously about getting out while you still can.
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*FORBES, December 23, 1991, p. 184.
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