American Brands (NYSE:AMB) 13D Filing-Issues of Fact.
Rami, first you are right. There is no dilution involved and AMB is the majority shareholder, period. However,
SCHEDULE 13D, submitted by
Edward P. Smith, Esq., Chadbourne & Parke LLP,
30 Rockefeller Plaza, NY, NY 10112 (212) 408-5100
Sept 20, 1996 and recorded Sept 30, 1996.
This 13D may be obtained from Federal Filings at (800) 487-6162 or (202) 393-7856. Note: A 13D is filed when one acquires more than 5% of a company's outstanding shares pursuant to the United States SEC and U.S. Securities Acts.
excerpted, in part, from said 13D:
"...This Schedule 13D is being filed on behalf of Pyramid Acquisition Corp and American Brands...Pyramid's registered office is located at Pacific Centre, Suite 1300 - 777 Dunsmuir Streeet, Vancouevr, British Columbia, V7Y 1K2...Kensington ...principal executive office is located at 2855 Campus Drive, San Mateo, California 94403...Kensington agreed to provide Pyramid with the necessary funds to purchase the Common Shares, estimated to be approximately $C7 million...The purpose of the offer was to acquire all of the outstanding Common Shares of the Issuer (Gravis). As a statutory right of compulsion is not available to Pyramid under the Company Act of British Columbia Pyramid may pursue other means permitted by applicable law...PYRAMID EXPECTS TO DELIST THE COMMON SHARES FROM THE TORONTO STOCK EXCHANGE AND TO TERMINATE THE REGISTRATION OF THE COMMON SHARES UNDER THE SECURITIES EXCHANGE ACT OF 1934..."
I called Edward P. Smith at appx 2:05 pm pdt, AMB's legal counsel and person designated filing said 13D (see above). I asked him when Pyramid intends to delist pursuant to said 13D (see above). He stated his name merely appeared on the front of said 13D and that he did not know anything about said 13D and that the people who actually worked on it would get back to me.
At appx 2:15 pm pdt I called Mike Cooper (800) 663-8558 (604) 431-5020 ext 1063. I asked Mike Cooper the same question. He said I would have to ask the right people. I told him I directly asked the person who filed the 13D. I asked Mike Cooper the following questions:
1. When does Pyramid intend on delisting from the TSE?
2. Is Sagit still a shareholder?
3. Did Scott Smyth tender his shares?
4. Who is Gravis' new Chairman and new directors?
5. When did you first know about ACCO?
Mike Cooper, CEO and Director of Advanced Gravis replied that he did not have to answer these questions except for the Chairman/Directors question. Richard Groome is the Chairman of Gravis. Mike Cooper confirmed that the Directors remain exactly the same including John Campbell and Grant Russell. I advised Mike Cooper the shareholders are pursuing alleged criminal fraud as (one) cause of action.
I then confirmed that the registered office, designated within said SCHEDULE 13D filed on behalf of (NYSE:AMB) (see above), is the address of McCarthy Tetrault (604) 643-7100. Again, Barry Fraser, McCarthy Tetrault, on July 29, 1996 nominated Richard Groome and two other designees as Gravis Director nominees at Advanced Gravis' Annual General Meeting and blocking my own election to Gravis' board. PRIOR TO SAID ACCO TENDER INCLUDING NO MENTION OF ACCO AT SAID GRAVIS AGM AMERICAN BRANDS' LEGAL COUNSEL NOMINATED AND FILLED THREE GRAVIS BOARD POSITIONS INCLUDING ITS CHAIRMAN, RICHARD GROOME, WHO IMMEDIATELY WITHDREW THE AGM APPROVED YANION TRANSACTION AND APPROVED THE ACCO DEAL ON BEHALF OF ALL GRAVIS SHAREHOLDERS.
Additional issues of fact:
Gravis moved out of its U.S. Distribution Center PRIOR to the ACCO deal and moved into a significantly larger and more efficient shipping facility which now possesses six (6) elevated shipping bay doors. The previous facility had no elevated shipping bay doors. Gravis has clearly geared up for a substantial increase in shipping.
Kensington LOANED Pyramid $C7 million to purchase the tendered Gravis common shares. Kensington loaned Gravis $5 million unsecured. One must question why Pyramid exists in the first place. It appears it is because it allegedly allows (NYSE:AMB) to allegedly avoid certain securities regulations it felt critical to avoid in allegedly fraudulently taking Gravis private. It is noteworthy that (NYSE:AMB) cited Gravis' superior management and that Mike Cooper, John Campbell, Grant Russell and Richard Groome remian as directors including Gravis' Chairman. Nothing has changed. Gravis is Pyramid is Groome/Cooper/Campbell/Russell is Pyramid is Gravis. Animal Farm, 1996. Who benefited? Mike Cooper, Richard Groome, Barry Fraser, Grant Russell, John Campbell and American Brands et al. The shareholders, I maintain, that said allegations, including but not limited to, criminal gross negligence, proxy fraud, denial of shareholder due process rights and tender fraud in re: sole and proximate cause in the damages suffered by the shareholders of Advanced Gravis.
What happened today? Chadbourne & Parke, Edward Smith, American Brands legal counsel, Barry Fraser, McCarthy Tetrault, all denied knowing anything and or were arrogantly defensive and or did not want to talk. Why? Things were finally looking normal...
I urge those concerned to contact the above designated numbers to confirm said issues of fact for their own edification, validation, verification and clarification. |
