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Show same trough. And well. The threat to corporate serenity is from the outside, and one needs to be everlastingly vigilant because there are abroad in the land those with voracious corporate territorial ambitions. The danger is especially great for any corporate ship perceived to be drifting or dead in the water. By any definition, a "raider" is a potential buyer who is willing to offer more for the company than the market says it's worth - at least UNDER THE EXISTING MANAGEMENT. Like a falcon from on high, the raider drops on his intended victim, arriving either unannounced or, at most, preceded by a single telephone call on a Sunday. The call is placed at a time when the chances of reaching the victim are "de minimus," for he is more likely to be on the golf course than either at home or in the office, but such thoughtfulness is intended to meet the minimum standards of good corporate manners. The intent of the call, whether completed or not, is to inform the victim that a tender offer well above the existing market will appear next morning in the The Wall Street Journal and the New York Times. The offer does not necessarily have to be in good coin of the realm. Sometimes the tender can be in securities just this side of counterfeit - as long as it is complicated enough to confuse. Certainly it doesn't have to be fair to all the shareholders of the intended victim. As a matter of fact, fairness could be self- defeating, for it fails to appeal to the sense of greed just under the skin of your loyal shareholders. By limiting the time and the number of shares the raider will purchase at this high price, he can |