Here is my letter. As far as a public announcement please remember ML pays millions in advertising. No one is going to be very receptive to an ad concerning this matter. I am addressing it to the local NASD since I am not sure what division or who the person is with the NASD that is reviewing the 15c211.
Anyway here is my letter what do you think any comments for a final copy would be appreciated prior to sending this out.
July 14, 1999
National Association Of Security Dealers
One Securities Centre, Suite 500
3490 Piedmont Road, NE
Atlanta, GA 30305
(404) 239-6100
Fax: (404) 237-9290
Attn.: Alan M. Wolper, Director
Ref.: Unfair or improper business conduct
Dear Alan,
I am a private investor with a large position in Midland, Inc. (OTC:BB: MIDL, MIDLP, MIDLW). For the record, I am the one personally responsible for receiving certain information on a Sunday over the phone from Dan Fisher, the ex-CEO, of which I acted upon immediately by informing the retained SEC attorney of the company, Mark Pierce. I also stepped up as a volunteer (non-compensated) IR to answer phone calls while the CEO was being tracked down.
I have complied and sent all information I have accumulated on this stock to the SEC within the 5 days they gave me do this. It took a friend and myself 5 days with little sleep to comply with this request. I have cooperated in every way possible in hopes the shareholders of Midland, Inc. would not be taken to the cleaners. I have also been before the SEC on this matter and answered all their questions plus provided all my personal information. Adding insult to injury, I had to compound my losses and emotional stress by retaining legal counsel because I felt I was a target of the SEC, which my legal counsel felt also.
Though, I thought I was doing the right thing, I have suffered unbelievable financial losses and emotional stress believing in the story of the Arcon Energy Management that was in control of the company prior to the SEC halt. I did not realize that doing the right thing would be such a major hardship to my family and the shareholders of Midland, Inc.
Apparently, no good deed shall go unpunished. The shareholders of Midland have had to endure major losses plus deal with the constant lies and assaults by Internet voices that have been influenced by Dan Fisher. Waiting for the anticipated trading of the stock, it has taken entirely to long. I feel the shareholders of Midland, Inc. are getting treated unfairly after all they have been through and had to endure. However, the voices of Dan Fisher have stated on numerous occasions it would never trade again regardless of being in compliance. They also knew days before each SEC action like the subpoena I received and the halt.
The following is a basic historical outline of the stock that apparently NASD is refusing to allow to trade again:
1.) The SEC filings are current and in full compliance.
2.) All information for the events of what has happened has been fully disclosed
3.) The audit has been restructured after certain information was destroyed
4.) All warrants and stock of the different types of Midland securities that were wrongfully taken have been returned EXCEPT for those shares that we sold by Merrill Lynch. (appx. 46,000 shares of P stock according to the filings)
5.) Part of the money that was taken has also been returned but has been used to pay legal and accounting fees to get back in compliance.
6.) All the filings were up to date, a 15c211 was submitted to sponsor the stock and has been for some time now though it still has not come back trading.
I feel the following are the reasons for why Midland is not coming back to trade:
1.) Dan Fisher retained the services of Mark Pierce as the SEC counsel for Midland after reverse merging into Midland. (Please note: Mark Pierce resigned from Midland after being named in a 52-broker sting by the SEC. By the way the alleged 10K of Midland stock that Mark Pierce is accused of issuing to a consultant was never issued according to the transfer agent at the time. None the less Dan Fisher picked a SEC attorney that was a target of the SEC.)
2.) Dan Fisher was able to get Preferred stock issued to himself and affiliates through the transfer agent on just his signature and not a board resolution. ( Note: Dan changed transfer agents and was able to get a transfer agent (Signature Stock Transfer) to do exactly what he wanted. I am cognizant that the transfer agents come under the scrutiny of the DTC as was Dan)
3.) Dan Fisher took that stock and got in the elevator on the second floor, went down one floor then walked 40 feet to the right directly into the office of a local Merrill Lynch branch. (Dan, I feel, realized that Merrill Lynch is one of the largest Security Dealers. (I have also come to realize that Merrill Lynch has a large influence over the NASD who is suppose to scrutinize all security dealers including Merrill Lynch)
4.) This particular Merrill Lynch branch had to know Dan was the present CEO of Midland because they had been approached when Dan was trying to raise capital by issuing a stock offering (according to management of Midland at the time of the offering) but they took the stock into an account anyway. (No harm there)
5.) If Merrill Lynch followed the rules and regulations then this CEO had to sign a form that stated he was not and had not been the CEO of Midland for at least 90 days. (I assume that a copy of the resignation and news release would have accompanied that free trading Preferred stock)
6.) If the CEO had resigned then he would have had to do so in February but in February, March, April and even May he was still the CEO and making news releases.
7.) However, shortly after a forward split was called on the P, the P stock in the account of Merrill Lynch was sold into the market and cleared the DTC.
8.) The CEO resigned the first week of June and that stock should not have been sold into the market until 90 days from the resignation, which would not have been available to sell until the first week in September of 1998.
9.) Second week of June, Dan Fisher issued a news release stating he was still the CEO.
10.) It was later determined that the CEO did in fact resign first week of June
Bottom line, the CEO retained a targeted SEC attorney then a transfer agent to issue shares without proper board approval and finally Merrill Lynch to sell those unrestricted shares into the market for a current CEO. I was unaware what Dan Fisher meant when he called me telling me to get out because it would be halted and never trade again. He knew that a targeted SEC attorney would be a factor, a transfer agent would be nailed and the DTC with their influence plus Merrill Lynch would get nailed whose also has influence. The NASD has full uncontested power in the decision of what stock trades and Merrill Lynch is one of the largest Security Dealers plus a member with a lot of voting power.
I would like to make the following options to the NASD for your review and consideration in the decision of Midland trading again since the filings are in full compliance:
1.) I would like to surrender 10% of my personal holdings to assist in covering the short position Merrill Lynch has in this stock. I believe other shareholders would be willing to do the same thing. And/or
2.) I would like to have a shareholder meeting and put before the shareholder vote that we authorized sufficient stock to cover the Approx. 46,000-share short position that Merrill Lynch may or may not have on their books. However, this is not possible if it is not trading.
3.) Get shareholder approval that no further action will be taken in this matter.
I am cognizant that the NASD is suppose to protect the investors but I cannot see where Midland not being allowed to trade is protecting anyone or assisting anyone except for the people who did the wrongful deeds. The shareholders did nothing wrong but believe in the story and hold their positions.
I am also cognizant, I am possibly a target because I caught the guy and instead of selling and walking away I did what was right. I had no idea that doing what was right would be such a hard ship on my family, nor the emotional stress I would have to go through with the federal government all over me (Yes I am expecting and IRS audit too), compounded by the character assassination by the voices influenced by Dan Fisher on line and witness the pain and agony of the financial losses to the shareholders of Midland securities. I do not hold the NASD responsible for what I have been through nor do I expect anything except to voice my concern on why the NASD has not yet approved the 15c211. If the NASD uses its influence, we will probably never get another security dealer to make a market in Midland.
If that should happen, I feel that because Merrill Lynch was greatly responsible for the illegal shares coming into the market maybe they should do what is right and file a 15c211 to protect the interest of the shareholders.
However, I feel NASD has the power to do what is right and let Midland trade again thus performing the ultimate proof that NASD is concerned for the shareholders and investors who played no part in these wrongful deeds and not allowing the innocent shareholders have to pay dearly for the wrongful deeds of others.
I feel that getting an attorney to file a writ mandamous to get the NASD to follow the law would be premature which is why I am writing this letter. I also feel that a lawsuit against the Transfer Agent and Merrill Lynch for not complying with known rules and regulations is also premature at this time.
I hope you can appreciate the concern and dedication I have in this matter. I am also sending a copy of this concern to my congressman since I do not know what else to do.
Thank you for your time and consideration.
Sincerely,
Gary G. Swancey
Comments welcomed. |
