Zeev & all,
spotted a funny registration statement, reminds me not so much of a floorless but has some resemblence of an ELOC .. Equity line of credit.
Check out Amex: LTS (Ladenburg Thalmann) - down to $0.30 (from $2) - PR from May 23rd - the registration statement is not yet declared effective, yet the stock is on its march - how would you guess - DOWN
FYI - LTS was the creation of a reverse merger of GBC and a spinoff from NVAL (New Valley). NVAL is the result of the reorg of the post chapter 11 remains of Western Union. I think Carl Icahn and his boys do control it. It got a vast assortment of tax loss carryforwards to be used "productively". Here NVAL is "guaranteeing" to take up $5 million of newly issued equity at a price to be determined during a 30 month take-up period retroactively. Means the amount of shares to be registered is variable. Sound familiar ?
From a business side, LTS may actually be a good performer in the future once they moved to their new business model and the financing will be done and a reverse split past them. In the meantime I'm sitting by and watching..
biz.yahoo.com
Thursday May 23, 8:41 am Eastern Time
Press Release
SOURCE: Ladenburg Thalmann Financial Services Inc.
Ladenburg Thalmann Financial Services Announces Rights Offering
NEW YORK-- May 23, 2002--Ladenburg Thalmann Financial Services Inc. (AMEX: LTS - News), the financial services holding company whose principal operating subsidiaries are Ladenburg Thalmann & Co. Inc. and Ladenburg Capital Management Inc., announced today that it has filed a registration statement with the United States Securities and Exchange Commission relating to a proposed offering of its common stock through the distribution of subscription rights to all of its shareholders and holders of its outstanding stock options, warrants and senior convertible promissory notes.
Ladenburg will seek to raise approximately $10 million through the exercise of the subscription rights.
Under the terms of the offering, which remain subject to change, each shareholder on the record date would receive, at no charge, non-transferable subscription rights entitling the holder to purchase additional shares of common stock at the subscription price based on the number of shares of common stock held by such holder on the record date. Each holder of Ladenburg's outstanding options, warrants and senior convertible promissory notes will also receive subscription rights and will be deemed to own that number of shares of common stock that they would own if they had exercised or converted their securities on the record date.
Each subscription right carries with it a "basic subscription right," entitling the holder to purchase one share of common stock, and an "over-subscription privilege," entitling the holder to purchase shares of common stock not subscribed for pursuant to the basic subscription rights. The subscription price, which is expected to be at or slightly below market, the number of subscription rights to be distributed, and the record date will be established immediately prior to the commencement of the rights offering, which is anticipated to begin as soon as the registration statement relating to the offering is declared effective. The offering is expected to have a 30-business day subscription period for exercise of rights. The net proceeds of the offering are expected to be used for working capital and other general corporate expenses, including the retirement of a $2.5 million promissory note issued by Ladenburg to New Valley Corporation in March 2002.
Commenting on the offering, Victor M. Rivas, President and Chief Executive Officer of Ladenburg stated, "The rights offering is designed to provide Ladenburg with additional working capital and liquidity by giving each shareholder and holder of our outstanding options, warrants and senior convertible promissory notes a chance to buy additional shares of common stock and the opportunity to avoid dilution of their ownership interests."
New Valley Corporation, the beneficial holder of approximately 8.6% of Ladenburg's common stock, has agreed to purchase up to $5 million of the common stock being offered in the rights offering if, after all other shareholders have been given the chance to purchase as many shares as they wish in the offering, there still remains shares left unsubscribed for. Thus, if the rights offering is fully subscribed for by other shareholders, New Valley will not purchase any shares in the offering.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Ladenburg:
Ladenburg Thalmann Financial Services is engaged in retail and institutional securities brokerage, investment banking and research services through its principal operating subsidiaries, Ladenburg Thalmann & Co. Inc. and Ladenburg Capital Management Inc. Founded in 1876 and a New York Stock Exchange member since 1879, Ladenburg Thalmann & Co. is a full service investment banking and brokerage firm that provides its services principally for middle market and emerging growth companies and high net worth individuals through a coordinated effort among corporate finance, research, capital markets, investment management, brokerage and trading professionals. Ladenburg Capital Management is a full-service securities and trading firm whose business activities consist primarily of retail sales and trading of exchange listed and over-the-counter equity securities, options and mutual funds, as well as investment banking and research services.
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Ladenburg Thalmann Financial Services has tried, whenever possible, to identify these forward-looking statements using words such as "anticipates", "believes", "estimates", "expects", "plans", "intends" and similar expressions. These statements reflect Ladenburg's current beliefs and are based upon information currently available to it. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause Ladenburg's actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. These risks, uncertainties and contingencies include those set forth in Ladenburg's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and other factors detailed from time to time in their other filings with the Securities and Exchange Commission. Ladenburg does not undertake any obligation to update or advise upon any such forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
Contact:
Citigate Sard Verbinnen, New York
Paul Caminiti/Brandy Bergman/Carrie Bloom
212/687-8080 |
