Re: Let us go ahead with life - (and no more code cracking)

Dean,

It is not a great question on the great scheme of things but it is not clear
if Gores actually owns SSA GT. While Gores definitely planned at one time to
purchase SSA, and currently runs SSA GT, SSA GT may actually be owned by
others.

I had a look in the SEC filings at www.sec.com. The last filings for SSA
refer to Newco (now SSA GT) and imply that Gores owns no more than 20% of
SSA GT. It looks as if 60% of SSA GT was brought by some investors for $15
million. From the SEC filings it seems possible Gores may currently have a
one year contract to run SSA GT for a management fee and this is the only
direct compensation Gores receives. Of course I could be wrong.

A July 13th filing says that 

"Gores shall receive twenty percent (20%) of the initial common equity
in Newco (the "Gores Equity Allocation") in order to induce Gores to perform
the
management services referred to in paragraph 3 below."

and in paragraph 3

".  Gores shall manage Newco pursuant to a
     management agreement (to be negotiated) and shall have the right to
appoint
     the executive officers of Newco (the "Executive Officers"), subject to
the
     approval of the board of directors of Newco.  For a period of one year
     after the closing (the "One Year Period"), Gores shall operate as a
     restructure manager pursuant to such management agreement and shall
     appoint, subject to the consent of the board of directors of Newco, a
     turnaround team of managers (the "Turnaround Team") to effectuate a
     turnaround of the acquired SSA assets at a monthly 
     fee to be negotiated (plus reimbursement of reasonable out of pocket
     expenses) (the "Management Fee"), which Management Fee shall be subject
to
     the approval of the board of directors of Newco. The Management Fee
shall
     be the only compensation provided by Newco to Gores and the Turnaround
Team
     during the One Year Period. Among other things, the management
agreement
     will provide that, during the One Year Period, Gores shall cause Alec
     Gores, Vance Diggins, Vic Shepard and Catherine Scanlon to allocate to
     Newco's business and operations such portion of their time and
attention as
     is reasonably necessary in the judgment of Newco's board of directors
from
     time to time. At the end of the One Year Period, Gores and the board of
     directors of Newco will jointly decide whether Gores should continue in
the
     role as restructure manager and on what terms. Gores will use its
     reasonable commercial efforts to appoint a permanent management team of
     Executive Officers, subject to approval of the board of directors of
Newco,
     to replace the Turnaround Team by the end of the One Year Period. The
     Parties anticipate that, subject to board approval, certain of the
members
     of the Turnaround Team will become Executive Officers (with their
salaries
     and benefits to be taken into account when negotiating the amount of
any
     Management Fee to be paid to Gores)."

If you want the July details they are at 

http://www.sec.gov/Archives/edgar/data/808207/000095013100004343/0000950131-
00-004343.txt 

and from August 4th

http://www.sec.gov/Archives/edgar/data/808207/0000950131-00-004638.txt


Cheers
John Cameron
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