David,
From the SEC form Schedule 13D/A filed on October 14th:
Note that the 'reporting person' is Amber.
According to the information provided to the Reporting Person by the
Corporation, there were, as of September 26, 1997, 158,283,990 shares of Common
Stock of the Corporation issued and outstanding.
The Reporting Person has sole voting and dispositive power over 75,608,373
shares of Common Stock, comprised of (i) 12,312,600 shares of Common Stock owned
of record by Pax Clearing Company Limited Partnership, the Reporting Person's
clearing firm, (ii) 60,765,000 shares of Common Stock issuable upon the
conversion of 12,153 shares of the Corporation's Series D Preferred Stock (the
"Series D Shares"), and (iii) 2,530,773 shares of Common Stock issuable upon the
conversion of that portion of the 10,705 Series D Shares of the Corporation
remaining in escrow with Cooley Goodward LLP pursuant to an escrow agreement
dated September 25, 1997, (the "Escrow") as more fully described in the
Reporting Person's initial Statement on Schedule 13D dated September 25, 1997.
The Reporting Person has the sole power to vote and dispose of all such
securities.
Pursuant to Rule 13d-1 promulgated under the Securities Exchange Act of
1934, as amended, the shares of Common Stock described in this Item 5(a) - (b)
constitute 47.7% of the outstanding shares of Common Stock.
And yes, that would mean they have sole control of over 75Million shares and 75/158 looks like 47.5%.
But they also have managements proxy to vote 30Million more shares, or a total voting control of over 105Million shares, or 105/158=66%.
Here is more from the SEC form Schedule 13D/A:
7 SOLE VOTING POWER
NUMBER OF 75,608,373
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 30,000,016
REPORTING -------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
75,608,373
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,608,389
Where the 'other reporting party' is the key shareholder group
which includes Mitchell and Trammel and others.
This info is in:
sec.gov
Unless I read it wrong, Amber has the schmatz to do pretty much what it wants. |
