After a late-night signing Wednesday night (Dec. 20), thecompany made its big announcement Thursday morning and publicizedthe afternoon calling conference as an opportunity for stockholdersto have their concerns addressed before being asked to vote on thematter. The release issued by the company proclaims Aegis hasagreed to acquire POB's portfolio of 19 shopping centers, several"retail development opportunities" and its developmentbusiness.

A proxy is being prepared now to file with the SEC and to bevoted on by the stockholders. While the Board of Directors of Aegisand POB stockholders have voted unanimously to approve the deal,Aegis' stockholders have yet to have their turn in the approvalprocess. To this issue, one stockholder said during the call, "Idon't think you're going to have stockholder support for this."

The sticky points of the deal for the stockholders is that thetransaction, valued at $203.5 million, is not just a straight cashexchange. Of that figure, only $3 million is cash, and $58.4million is in limited partnership interests in Aegis RealtyOperating Partnership LP, convertible on a one-for-one basis intoAegis common stock at a value of $11 per share, which cannot betransferred for one year. The other $142.1 million is theassumption of non-recourse debt--mortgage debt of the newlyacquired shopping centers.