I think we should talk with them if the have the cash.  However, I get very nervous when anyone would commit $100 to $200 million with limited due diligence.  Also, I would not want to announce anything until the deal closes.  Preannouncing a deal of this size isn't goi8ng to stabilize anything.  $1 to $2 BILLION might get a different answer.  As to your involvement, you made the right call.

 -----Original Message-----
From: 	Hughes, James A.  
Sent:	Tuesday, November 27, 2001 8:23 AM
To:	Horton, Stanley; Donahue, Jeff
Subject:	Potential Deal

Stan/Jeff:

I have been contacted by a number of close friends/business contacts that want to put together a deal to buy a number of our smaller assets, primarily the power assets.  The strategy they have in mind is simple.  They want to offer us a lightning quick sale of a package of small non-core assets that together would be a material deal that could be announced and help stabilise our situation.  They would then be able to manage in a more orderly manner either the sale or continued operation of the assets and hopefully realise a premium over what they pay us.  They have power and energy industry experience.  In the interest of full disclosure, they asked me to participate in the deal, but I have said that probably makes a negotiated deal unlikely given the related party concerns.  I indicated if they want to do a deal, they will have to leave me out of it. They have indicated a willingness to conduct due diligence over ten days, sign an agreement and announce the deal and then close by end of the year, but only if we can begin immediately.  They are assuming we would put a priority on both announcing and funding a deal quickly.  They are willing to structure around issues to meet this objective.

I intend to meet with these guys and make my own judgement as to the legitimacy of the proposal.  I think they are considering a transaction of between 100 - 200 million.  It would probably involve a half dozen or so assets.  Not a huge deal, but it would efficiently get rid of some cats and dogs.  It probably qualifies as a "fire sale", but might make sense anyway.

Your thoughts?

Jim