SteveG:
I've been trying to get some feel on the reasoning and cost of the 14.9% of ARTT. As you will see, they bought it in two amounts. From a J Pinto they bought 555000 of his 560231 shares. From a Zimmerman they bought 2758864 shares. therefore, the 14.9% total 0f 3,313,864.
Seems they, Winstar, formed these two limited liability companies LLC1llC and LLC2LLC to do it. Maybe you or someone can put it in simpler terms than the stuff I got from the 13d.
Also, I'm trying to determine the real 200 million deal that ARTT has with Lucent to have Lucent start to build a network. Lucent has some financial conditions that ARTT must meet for Lucent to proceed. I think WCII comes into play here. ARTT has nothing basically as far as resources to build a network.
Sorry for the length of this one. Well here goes the parts of the filing by Winstar on ARTT.
(a) Name. This Schedule is filed by WinStar Communications, Inc.
("WinStar") and WinStar LHC1 LLC (the "LLC").
***** Insert by me--Later on there is a LHC2 that deals with Zimmerman.*** (b) State of Formation and Citizenship. WinStar is a Delaware corporation.
The LLC is a New York limited liability company.
The LLC has been formed to acquire the shares of common stock of the
Issuer which are reported in this statement. The LLC is a wholly owned
subsidiary of WinStar. WinStar is the sole member of the LLC.
Source and Amount of Funds or other Consideration.
The consideration to be used by the LLC to acquire the shares of common stock of the Issuer to which this statement relates will be shares of common stock, par value $.01 per share, of WinStar, which will be issued by WinStar i nsatisfaction of a capital contribution to the LLC.
Item 4. Purpose of Transaction.
The LLC will acquire the common stock of the Issuer with the present intention of making an investment in the Issuer and not with the present intention of acquiring or influencing control of the Issuer's business.
After the acquisition of the common stock, the LLC intends from time to time to review its investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other
developments and other investment opportunities. Based upon such review, the LLC will take such actions in the future as it may deem appropriate in light of the circumstances existing from time to time.
If the LLC, WinStar or other affiliates of WinStar believes that further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, the LLC may dispose of such shares or the
LLC, WinStar or other affiliates of WinStar may acquire additional shares
On April 24, 1998, WinStar and the LLC, and in the case of the agreement referred to in paragraph
(b) below, with WinStar LHC2 LLC, a New York limited liability company and wholly owned subsidiary of WinStar, entered into the following agreements to acquire an aggregate of up to 3,313,864 shares of common stock of the Issuer (14.9% of the outstanding shares of common stock of the Issuer on March 25
Agreement with James J. Pinto with respect to 555,000 shares of common stock of the Issuer.
(b) Agreement and Plan of Reorganization with Landover Holdings Corporation ("LHC") and Laurence S. Zimmerman, with respect to 2,758,864 shares of common stock of Issuer (and certain other assets of LHC which will be acquired by WinStar LHC2 LLC).
End of cut and patch for now.
Seems LHC1 gives Pinto 252272 WCII shares for 550000 ARTT shares.
LHC2 gives Zimmerman ( LHC ) 1273029 shares for 2758864 ARTT shares and Historic Business Assets ( HBA )of LHC. As far as HBA, I found the following:
(d) The LLCs shall acquire solely the Historic Business Assets and shall assume solely the following liabilities and obligations of the LHC Parties: (i) the obligations of LHC pursuant to the agreement with JPW Consulting, Inc. described in Schedule A (the "JPW Agreement"), (ii) margin debt in certain of the accounts listed in Schedule A as specified therein, not to exceed $1,000,000 in the aggregate on the Closing Date, and (iii) solely at WinLLC1's election pursuant to Section 5(o), the obligations of LHC pursuant to the Second Restated and Amended Registration Rights Agreement dated July 3, 1996, among ARTT, Advanced Radio Technologies Corporation ("ARTC"), the stockholders and warrantholders of ARTT and the stockholders and warrantholders of ARTC (the
"Registration Rights Agreement") (collectively, the "Assumed Liabilities"). All of the Assumed Liabilities shall be assumed only by WinLLC2 other than the Registration Rights Agreement, which shall, at WinLLC1's election pursuant to
Section 5(o), be assumed by WinLLC1 .
End of quote.
I did read that the HBA will be reported to IRS as a Reorganization. The 17.39 agreed upon will be adjusted as required. Further, if Winstar buys 80 % of ARTT within 18 months for over 20, there is another adjustment.
ac |
