<THE EVENING NEWS>
Monday, August 3, 1998
MARKET CLOSE
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HEROES

Fault-tolerant computer systems and software company Stratus Computer <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: SRA)") else Response.Write("(NYSE: SRA)") end if %> rose $4 3/4 to $33 5/8 after Ascend Communications <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: ASND)") else Response.Write("(Nasdaq: ASND)") end if %> announced that it has reached a definitive agreement to acquire the company by exchanging 0.75 of its shares for each Stratus share, valuing the Marlboro, Massachusetts-based company at $822 million. After considering excess cash and securities of approximately $150 million, the value of the transaction is substantially smaller than the sticker price, though. The deal means that Ascend can offer a wider complement of network components that telecom carriers need, which should scare rivals Northern Telecom <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: NT)") else Response.Write("(NYSE: NT)") end if %>, Cisco Systems <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CSCO)") else Response.Write("(Nasdaq: CSCO)") end if %>, and Ascend's perennial would-be suitor, Lucent Technologies <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: LU)") else Response.Write("(NYSE: LU)") end if %>. Ascend ended the day up $2 11/32 to $46 13/16 as BT Alex. Brown upgraded Ascend shares to "buy" from "market perform."

Food and consumer products maker Sara Lee Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: SLE)") else Response.Write("(NYSE: SLE)") end if %> added $1 15/16 to $52 1/16 after announcing a plan to restructure its household and body care products businesses, including closing or selling plants and divesting non-core operations. The transactions are expected to yield a total of $200 million in cash and cash flow proceeds by fiscal 2000, which will be used to partly fund a $3 billion stock repurchase program -- part of Sara Lee's unfortunately named "de-verticalization" program. Two Italian plants making bath foams, hand creams, and baby care products will be sold to a third party, as will an aerosol production plant in Belgium. The company sees more consolidation ahead and aims to operate only nine household and body care plants in Europe by the end of fiscal 1999, down from 26 just three years ago.

QUICK TAKES: Imaging and data storage technologies company Imation Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: IMN)") else Response.Write("(NYSE: IMN)") end if %> gained $1 9/16 to $17 3/8 after photographic and imaging products maker Eastman Kodak Co. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: EK)") else Response.Write("(NYSE: EK)") end if %> agreed to buy the company's medical imaging business for about $520 million in cash. Kodak fell $2 1/4 to $81 5/8... Title insurance and real estate services firm First American Financial <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: FAF)") else Response.Write("(NYSE: FAF)") end if %> picked up $2 1/4 to $28 3/4 after agreeing to buy privately held electronic mortgage document delivery systems developer ShadowNet Mortgage Technologies for an undisclosed sum... Office supplies distributor U.S. Office Products Co. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: OFIS)") else Response.Write("(Nasdaq: OFIS)") end if %> rose $5/8 to $13 3/8 after naming former Westinghouse Electric Corp. executive Joseph T. Doyle its new CFO and executive vice president.

SFS Bancorp <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: SFED)") else Response.Write("(Nasdaq: SFED)") end if %> gained $7 1/4 to $27 1/4 after agreeing to merge with privately held Cohoes Savings Bank, which will convert into a publicly owned entity later this year... Long-distance service reseller CTC Communications Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CPTL)") else Response.Write("(Nasdaq: CPTL)") end if %> climbed $1 3/4 to $7 after a federal judge removed a temporary restraining order and allowed CTC to solicit local service to 5,000 of its long-distance customers signed up when CTC was a partner with Bell Atlantic <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: BEL)") else Response.Write("(NYSE: BEL)") end if %>... Ibis Technology Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: IBIS)") else Response.Write("(Nasdaq: IBIS)") end if %> bounded $3 5/16 higher to $12 1/16 after IBM <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: IBM)") else Response.Write("(NYSE: IBM)") end if %> introduced its "silicon-on-insulator" technology for building faster chips for servers, mainframes, and hand-held electronic devices, which will be partly based on Ibis technology.

Fiberglass insulation and products maker Owens Corning <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: OWC)") else Response.Write("(NYSE: OWC)") end if %> gained $7/8 to $42 1/8 after selling a 51% interest in its yarns and specialty materials business to privately held French firm Groupe Porcher Industries for $550 million in cash... Dana Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: DCN)") else Response.Write("(NYSE: DCN)") end if %> rose $1 to $50 3/4 after the original equipment auto parts maker's CEO, Southwood "Woody" Morcott, told Barron's that the company would consider more acquisitions following Dana's recent merger with Echlin... Hicksville, N.Y.-based electric and gas utility MarketSpan Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MN)") else Response.Write("(NYSE: MN)") end if %> surged $1 1/16 to $28 5/8 after setting a plan to buy back up to 10% of its outstanding stock... Telecommunications network installer MasTec <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MTZ)") else Response.Write("(NYSE: MTZ)") end if %> rang up $1 7/16 to $25 5/16 after reporting fiscal Q2 EPS of $0.33 late Friday, beating the First Call mean estimate of $0.30.

Semiconductor photomasks maker Align-Rite International <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: MASK)") else Response.Write("(Nasdaq: MASK)") end if %> added another $1 1/16 to $14 15/16 after rising 18% Friday following its Q1 earnings report of $0.36 per share, which was $0.02 ahead of the Street's estimate... Prison operator Corrections Corp. of America <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: CCA)") else Response.Write("(NYSE: CCA)") end if %> tacked on $1 to $18 15/16 after announcing an agreement with officials in Youngstown, Ohio, to tighten security measures at CCA's Northeast Ohio Correctional Center following the escape of six inmates last week... Year 2000 problem solver and information technology products maker ATEC Group <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: ATEC)") else Response.Write("(Nasdaq: ATEC)") end if %> gained $1 11/16 to $8 1/16 after IAT Multimedia <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: IATA)") else Response.Write("(Nasdaq: IATA)") end if %> offered to buy the company in a stock swap valued at about $77 million. IAT fell $2 1/4 to $9 1/2.

GOATS

AmeriSource Health <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: AAS)") else Response.Write("(NYSE: AAS)") end if %> plunged $20 1/8 to $56 while Bergen Brunswig <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: BBC)") else Response.Write("(NYSE: BBC)") end if %> tanked $7 7/8 to $45 1/8 after a U.S. district court judge ruled in favor of the Federal Trade Commission against the companies' separate acquisitions by McKesson Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MCK)") else Response.Write("(NYSE: MCK)") end if %> and Cardinal Health <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: CAH)") else Response.Write("(NYSE: CAH)") end if %>, respectively, on antitrust concerns. The proposed mergers would bring together the nation's four largest drug wholesalers and create two industry giants -- cutting costs and boosting earnings by consolidating operations and increasing their negotiating power with drug makers. Technically speaking, Judge Stanley Sporkin's ruling doesn't prohibit the mergers but grants the FTC's request for an injunction blocking the transactions until the case can be brought before an administrative law judge. AmeriSource and McKesson, which rose $2 1/4 to $82 7/8, reportedly said they were "highly unlikely" to pursue their merger. Meanwhile, Cardinal, which lost $1/16 to $96, is said to be weighing its options.

Business applications software firm SAP AG <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: SAP)") else Response.Write("(NYSE: SAP)") end if %> of Walldorf, Germany lost $1 15/16 to $59 9/16 on the first day its American depositary receipts (ADRs) began trading on the New York Stock Exchange. The ADRs, 12 of which represent one SAP preference share, may have traded lower with the German market, which finished down 2%. SAP, which had been trading over the counter, is a component of the DAX, the index of 30 German blue chip stocks. Founded by four ex-IBM engineers, SAP currently serves more than 9,000 businesses in more than 95 countries. Its flagship product, R/3, manages operations such as manufacturing, sales, distribution, accounting, and human resources. The company's sales jumped 61% to $2.1 billion in the first half of the year, and pre-tax earnings increased 43% to $460 million.

Oil companies tumbled today as ABN AMRO cut its West Texas Intermediate blend crude oil price forecast to $15.50 a barrel for this year and to $17.25 from $18 for 1999. ABN also lowered its 1998 and 1999 earnings per share estimates for companies across the board. Exxon <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: XON)") else Response.Write("(NYSE: XON)") end if %> shed $1 3/4 to $68 1/2, Amoco <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: AN)") else Response.Write("(NYSE: AN)") end if %> lost $3/4 to $41, Mobil <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MOB)") else Response.Write("(NYSE: MOB)") end if %> was down $2 1/2 to $67 1/4, Texaco <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: TX)") else Response.Write("(NYSE: TX)") end if %> slid $1 7/8 to $58 5/16, Chevron <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: CHV)") else Response.Write("(NYSE: CHV)") end if %> fell $1 1/2 to $81 1/8, Atlantic Richfield (NYSE ARC) dipped $1 9/16 to $66 3/16, Phillips Petroleum <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: P)") else Response.Write("(NYSE: P)") end if %> was cut $1 5/16 to $42 15/16, USX-Marathon Group (MYSE: MRO) slipped $7/8 to $33 1/4, and Kerr McGee <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: KMG)") else Response.Write("(NYSE: KMG)") end if %> dropped $1 to $50 5/16.

QUICK CUTS: Microsoft <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: MSFT)") else Response.Write("(Nasdaq: MSFT)") end if %> slipped $1 1/2 to $108 7/16 as The Wall Street Journal reported that the Justice Department is charging that the software company is demanding unreasonable limits on pretrial testimony by Chairman Bill Gates and on key documents and evidence... The world's largest automaker General Motors <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: GM)") else Response.Write("(NYSE: GM)") end if %> skidded $1 3/16 to $71 1/8 after announcing plans to spin off its Delphi Automotive Systems unit next year. After the close, Standard & Poor's revised GM's outlook to "negative" from "stable"... Consumer products giant Procter & Gamble <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: PG)") else Response.Write("(NYSE: PG)") end if %> fell another $3 1/8 to $76 1/4 in the wake of comments by the company last week that earnings growth might slow in the first half of fiscal 1999.

Business and consumer services company Cendant <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: CD)") else Response.Write("(NYSE: CD)") end if %> pulled back $1 7/16 to $15 7/8 after CEO Henry Silverman reportedly said he regretted merging with CUC International to form Cendant and may consider selling the CUC software and publishing arm and part of Cendant's interactive network... American Airlines parent AMR Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: AMR)") else Response.Write("(NYSE: AMR)") end if %> was down $3 3/16 to $68 1/4 after a U.S. jury ordered the company to pay $2.378 million to the children and husband of a woman killed in a 1995 Cali, Colombia, jet crash that also killed 158 other people... Enterprise software firm PeopleSoft <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: PSFT)") else Response.Write("(Nasdaq: PSFT)") end if %> slid $1 5/8 to $36 1/16 after forming an alliance with router maker Cisco Systems <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CSCO)") else Response.Write("(Nasdaq: CSCO)") end if %> to develop new technologies to speed up the flow of business data through public and corporate computer networks. Cisco climbed $3/4 to $96 1/2.

Wireless communications products wholesaler and retailer CellStar Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CLST)") else Response.Write("(Nasdaq: CLST)") end if %> was disconnected for a $1 5/8 loss to $12 3/8 after announcing that the SEC is investigating the company's compliance with federal securities laws... After a spectacular debut last Friday, Cyberian Outpost <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: COOL)") else Response.Write("(Nasdaq: COOL)") end if %> got a cold reception today, losing $2 7/8 to $17 5/8. The online computer retailer's initial offering price was $18... Other Internet companies headed downward as well. Egghead.com <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: EGGS)") else Response.Write("(Nasdaq: EGGS)") end if %> was cracked for a $1 3/4 loss to $12 3/4, Lycos <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: LCOS)") else Response.Write("(Nasdaq: LCOS)") end if %> lost $3 1/8 to $54, Yahoo! <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: YHOO)") else Response.Write("(Nasdaq: YHOO)") end if %> fell $4 9/16 to $86 7/16, and Excite <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: XCIT)") else Response.Write("(Nasdaq: XCIT)") end if %> dipped $3 to $36... Electronic news and data distributor NewsEdge Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: NEWZ)") else Response.Write("(Nasdaq: NEWZ)") end if %> tanked $4 1/8 to $7 after analysts said the company won't increase sales as much as anticipated after its sales force shrank.

Computer network infrastructure company Vanstar Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: VST)") else Response.Write("(NYSE: VST)") end if %> sank $1 3/8 to $8 5/8 after announcing that it expects a fiscal Q1 loss of $0.20 to $0.25 per share. Analysts had been predicting a $0.02 per share loss... Radioactive waste management company GTS Duratek <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: DRTK)") else Response.Write("(Nasdaq: DRTK)") end if %> plummeted $3 3/16, or 32.7%, to $6 9/16 after warning that it expects a Q2 loss of around $0.06 a share, short of analysts' mean estimate of a profit of $0.12... Software developer Ansoft Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: ANST)") else Response.Write("(Nasdaq: ANST)") end if %> was pummeled for a $3 11/16 loss to $5 3/16 after warning that it expects flat year-over-year fiscal Q1 revenue and a Q1 loss of $0.09 to $0.11 a share. That compares with a profit of $0.08 a share a year ago and the analysts' mean estimate of a profit of $0.07... Coatings, pipes and fittings, and industrial and construction materials company Ameron International <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: AMN)") else Response.Write("(NYSE: AMN)") end if %> slid $4 to $45 13/16 after saying it expects fiscal 1998 earnings to be as much as 15% lower than last year.

Brokerage firm Siebert Financial Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: SIEB)") else Response.Write("(Nasdaq: SIEB)") end if %> lost $2 1/4 to $8 after announcing last Friday that it has commenced a rights offering to its shareholders by which shareholders can buy one Siebert share at $7.50 for each share they own. The company said it's raising money to expand its Internet trading business... Gift products developer and distributor Russ Berrie & Co. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: RUS)") else Response.Write("(NYSE: RUS)") end if %> dropped $3 to $20 after Goldman Sachs downgraded its rating on the company to "outperform" from "trading buy"... Industrial components manufacturer Hawk Corp. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: HWK)") else Response.Write("(NYSE: HWK)") end if %> trailed down $2 5/8 to $14 1/2 after announcing it expects mixed market conditions in the second half of the year, including softer sales in its agricultural and construction business... Wine companies turned sour today after Barron's reported that profits may be hurt in the next year or two by price cuts resulting from a glut of wine. Robert Mondavi <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: MOND)") else Response.Write("(Nasdaq: MOND)") end if %> lost $1/2 to $26 5/8; Beringer Wine Estates Holdings <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: BERW)") else Response.Write("(Nasdaq: BERW)") end if %> fell $3 1/8 to $38 1/2; and Canandaigua Wine Co. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CBRNA)") else Response.Write("(Nasdaq: CBRNA)") end if %> shed $2 3/8 to $44 3/4.

Earnings Movers

Aladdin Knowledge Systems <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: ALDNF)") else Response.Write("(Nasdaq: ALDNF)") end if %> down $2 7/8 to $8 3/4; Q2 EPS: $0.27 vs. $0.23 last year; Estimate: $0.26

Global Payment Technologies <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: GPTX)") else Response.Write("(Nasdaq: GPTX)") end if %> down $1/2 to $11; Q3 EPS: $0.14 (before one-time gain) vs. $0.09 last year

FOOL ON THE HILL
An Investment Opinion
by Alex Schay

Fat Albertson's

I bet you thought that razor thin margins and slow growth were line items on the recipe for "Crummy Stock." Yeah, yeah, as long as a company can generate returns above its cost of capital it's creating value, but hang on, very few investors can really get excited about something like groceries, right? Tell that to investors who bid up American Stores <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: ASC)") else Response.Write("(NYSE: ASC)") end if %> by $5 5/16 to $28 1/2 today after the company agreed to be bought by Albertson's Inc. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: ABS)") else Response.Write("(NYSE: ABS)") end if %> in a deal valued at $11.7 billion -- possibly creating the largest food store chain in the U.S. if the merger indeed closes by the first quarter of 1999.

Looking at a "basket" of ten prominent supermarket stocks, which have managed to appreciate 35% (average) over the last year, might give an investor pause to consider why it is that these companies have managed to outperform, say, the Philadelphia Semiconductor Index over the same period? (The answer speaks more to current semiconductor woes than the stellar investment characteristics of supermarkets, but the fact is interesting nevertheless). With the supermarket industry only halfway through an efficiency-enhancing process that began in the late 1980s -- after the Wal-Marts of the world shook it out of its complacency -- the question becomes, is there room for even greater gain?

The supermarket industry in the U.S. has been characterized as a mature business with a multitude of immature players. The top ten food retailers in the U.S. account for only about 39% of all grocery revenues. This is in stark contrast to the food retailers in nations like Canada, France, Germany, and the U.K., in which the top ten operators control 70% to 80% of food sales. The intensely regional nature of food retailing in the U.S. is just beginning to change as national brands have begun to emerge. In 35 of the top 50 U.S. retail food markets, either the number one or number two chain is privately held. The potential for private market versus public market arbitrage with respect to acquisition multiples has many public companies looking at takeovers as the most viable way to grow.

Acquisition of existing properties is the preferred method of unit growth in the industry, largely due to existing capacity issues. Much of the prime real estate for food retailers is already occupied. It is in the interest of the larger chains to acquire existing locations that have already built a strong franchise, as opposed to entering a new market. Premium multiples are often paid for the most established units, but this is still more economically feasible than going toe to toe with a competitor and saturating the market with extra capacity. In many ways, the superiority of the "gobble to grow" strategy favors existing competitors and provides a strong barrier to entry.

Albertson's will exchange 0.63 a share for each American share, valuing the company at $30.24 based on Friday's close, or $8.3 billion. With American Stores closing at $23 3/16 on that date, the deal represents a 30% premium. Of course, when the buying firm purchases the seller's equity, it must also assume the company' liabilities, and in this case that sum amounts to $3.4 billion in debt. This brings the total value of the deal to roughly $11.7 billion. A useful metric for assessing whether or not any company is betting the farm on an acquisition is Shareholder Value at Risk (SVAR). For a stock deal, it is calculated by dividing the control premium by the combined market value of the new firm in order to get a better sense of what is being paid. In this case -- with the debt -- the SVAR is 57% (11.7/20.3), which is quite high.

However, considering the economics of the business and the fact that Albertson's (the number five operator nationally) is purchasing the number three operator, the SVAR is not excessive. Certainly, Albertson's will have to execute on all the potential synergies it is touting, including a possible operating margin improvement at American Store locations like Acme, Jewel, and Lucky. Understanding that Albertson's operating margins (6.07%) are 48% higher than American's can also lend some insight into why number five is able to purchase number three. Albertson's is forecasting that the deal will be accretive to earnings by 4% in the first year and 10% in the second year, with the firm realizing annual cost savings of $300 million by the third year. Of that total, roughly $100 million is expected to stem from better buying (volume purchase discounts), and the balance is expected to come from streamlining and overhead adjustments.

The deal gives Albertson's, which operates mostly in the South and the Midwest, market-leading presence in Philadelphia, Chicago, and Las Vegas. In addition, the 650 pharmacies that Albertson's operates in its existing chains will now be complemented by American's stand-alone drug stores, like the Osco outlets. Overall, even though consumers still shop for groceries in very much the same fashion as they did 50 years ago, supermarkets are unique when considered within the framework of retail. They can simultaneously meet the needs of multiple consumers -- that is, within the same market they appeal to shoppers that have concerns that center on price, time, and quality all at the same time. The bargain hunter and the gourmet, the harried shopper and the leisurely stroller, the name brand buyer and the bulk purchaser, all are served. With today's move Albertson's has raised its ability to compete in coming years in much the same way as it has done in the past -- through a focus on the best practices in the industry.

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Contributing Writers
Yi-Hsin Chang (TMF Puck), a Fool
Brian Graney (TMF Panic), Fool Two
Alex Schay (TMF Nexus6), Fool, too
Dale Wettlaufer (TMF Ralegh), Final Fool

Editing
Brian Bauer (TMF Hoops), another Fool
Bob Bobala (TMF Bobala), a Fool's Fool
Jennifer Silber (TMF Amused), Fool at last