Deja vu all over again...or (alleged) stock fraud and manipulation redux:
ISSUE OF FACT
ISUES OF LAW
...as at June '96 allegations of criminal gross negligence were firmly established. Then there were the further alleged criminal gross negligence committed by John Campbell, Grant Russell and Mike Cooper in re: Nam Tai pursuant to Gravis' 'false and fraudulent' Form of Proxy and Information Circular. Then the back pedaling and calls from Nam Tai and Cooper to myself begging forgiveness and denying any and all knowledge of said coincidentaly (ACCO) similar 'going private' proxy resolutions...then only after shareholder expose a dramatic and stunning turnaround occured and a conflict resolution news release was issued whereby in a rare corporate move Gravis and Nam Tai withdrew basically every Proxy resolution pursuant to Gravis' July 29 Annual General Meeting(AGM). Then mystriously and cooincidentally Nam Tai withdrew their entire offer after waiving all due diligence and accepting the shareholder influenced mitigation and the ACCO superior Yanion trx appeared which WAS voted upon and approved at said July 29 AGM.
There was NO mention of anything ACCO but Yanion at said AGM however Barry Fraser of the law offices of McCarthy Tetrault DID nominate and move to restructure Gravis' Board of Directors and block my approval to the Board despite my nomination and overwhelming support. McCarthy Tetrault nominated Richard Groome, Bary Smiley and Barry Fraser at the July 29th AGM Yanion approved investment into Gravis. Within days after the AGM the Board effectively nominated and elected by McCarthy's alleged undue influence, slam dunked the false and fraudulent ACCO tender offer before anyone realized what was happening. It was also subsequently determined that McCarthy Tetrault is American Brands' (NYSE:AMB) aka ACCO aka PYRAMID aka Kensington Canadian legal counsel...Furthermore, the address of PYRAMID aka ACCO aka AMERICAN BRANDS is the street addres of McCarthy Tetrault...does trojan horse..foxes in the hen house...undue influence...fraudulent misrepresentation...fraudulent concealment...criminal conspiracy...come to mind? Again, alleged criminal gross negligence was firmly established prior to Yanion...now the shareholders are contending with alleged false and fraudulent proxy/Information Circular/ACCO tender offer/13 and 14(d) filings...then the sharehodlers have the matter of the alleged extortive ramblings of the ACCO/Gravis September 17 1996 threat of bankruptcy in the event of a failed 75% tender offer...ACCO indeed did waive their tender offer rights and proceeded with their allegedly fraudulently conceived and implemented tender offer...ref/Robert Fairweather of RIchardson Greenshields (604) 602-2019, Fraser Blackwood (604) 661-9418 and Mike Cooper (604) 431-5020 ADVANCED GRAVIS ...REPEATS RECOMMENDATION THAT SHAREHODERS ACCEPT PYRAMID...OFFER...dtd Sept 16 1996. Rememerb, Robert Fairweather called me and even left me his home number on September 19 to tender my shares and thaqt Fraser Blackwood would wait until the deadline of 12:00pm at his ofices should I drive up and hand-deliver my alleged shareholdings...also remember Mr. Fairweather, the lead member of the lead broker dealer representing the ACCO tender offer failed to take my calls when I tried to confirm his position and realized something was very wrong when I spoke to his wife the night of the 19th...I since tried to verify anything with Mike Cooper and Chadbourne and Park, (NYSE"AMB)'s US legal counsel and drafter of the 13(d) US SEC filing whereupon both Cooper and the lead counsel both denied any knowledge of AMB's 13D nor the fact of the contents of said 13D whereupon AMB specifically stated their intent to inititate a 'going private' transaction. (that was only weeks ago)...
On Halloween Mike Cooper isues yet anothe release confirming verbatim what he only recently denied any knowledge of. Furthermore, Cooper has ramped up his double talk/newspeak propaganda and now is refering to he and Grant and RIchard Groome as the 'special comittee' created to act as the 'independent' steering committee on behalf of you and me to verify and validate ACCO's going private $C.45 offer...as Jim said...Mike, Grant and Richard, the newly designated 'special commitee' are the same people...also and of equally substantive significance...Mike Cooper took an $8 million write-off pursuant to fiscal '96!!!??? why? for no reason other than to justify a long-ago blue-printed fraudulently conceived plan to establish a much lower shareholder equity playing into the hands of and justifying Goepel Shields' preposterous valuation...One year ago Gravis had a book value of appx. $C1.00 and Cooper with nothing more than financial sleight of hand made a last minute move to reestablish Gravis' book value closer to AMB's offer...this was no cooincidence nor was their ANY reason for Cooper to have done what he did in the interests of shareholder value maximization...no, Cooper was motivated purely by alleged greed and self-dealing...this has already been firmly and unequivocally established pursuant to the Nam Tai investment and concomitant Information Circular and fiscal 96 Form of Proxy...Again, the 'special committee is comprised of Cooper-holds no shares, Groome-holds no shares, Russell-dumped a major portion of his holdings in Dec '95-Jan '96 at $C1.00 precipitating a free fall in Gravis share price prior to the imminently pending bad news and the abrupt departure of two directors, Baab and Miller...
I called Cooper and Fairweather of Richardson Greenshields this morning...Cooper, still, says nothing and eventually hung up on me when I asked him why he never urged my assistance when he cried the sky was falling and the fact I was a former director and Gravis' largest private investor and only individual director investor..and why he never communicates with those shareholders whose lives he has ruined....Cooper hung up on me...Of further significance, Robert Fairweather of Richardson Greenshields (604)602-2019, the name designated on the smoking gun Sept 16 1996 news release, was let go and when I asked his replacement, Daniel Nocnte, Dominion Securities whom recently acquired RG (604) 257-7623,...Mr. Nocnte replied what happened to Mr. Fairweather was "...none of my business..."...very interesting and significant...I respectfully submit Fairweather's departure after 12+ years was not a cooincidence and was immediately after the ACCO tender offer, i.e. in the last 30 days...I have also learned from Smith Barney that (NYSE:AMB) aka ACCO has not paid the commissions to any Broker Dealer RG aggresively lobbied to persuade Gravis s/h's to tender...pursuant to page 20, paragraph 14. Dealer Manager and Soliciting Dealer Group of said OFFER TO PURCHASE FOR CASH TENDER CIRCULAR...
The gravis shareholders further allege they are the victims of further alleged causes of action including but not limited to further criminal gross negligence and proxy and tender fraud,further fraudulent misrepresentation and fraudulent concealment, further undue influence, furhter violations of corporate opportunity, and the RICO act as sole and proximate cause in the irreparable harm and unspecified damages sustained by the gravis shareholders.
The shareholders further maintain and allege this is one of the biggest alleged stock fraud schemes in the recent history of the TSE and NASDAQ and NYSE...
by order of the shareholders
/s/Norman A. Levinson,CEO
MCM Acquisitions Inc. |
