To ALL:
Here is Part 2 of 2 of Larry Stockett's post on the Yahoo message board:
7. In order to utilize the $25 million tax-loss-carry-forward currently on the March 31, 1998 books, plus any additional tax losses which have occurred to date, it is important that the company not have a change of control until the value of the stock has been restored to at least the value of the tax-loss-carry-forward. This means that unless the approximate 5 million shares outstanding are valued at $25 million or more, the tax losses will not be transferred to the new owner. In order for Brush Creek Stock to be valued above $5 per share at the time of change of control, I propose the following: I will cause the acquisition of my majority ownership of U.S. Cement Company to be transferred to Brush Creek Mining and Development at a price of $5.00 per share. I will receive shares equal to the audited book value of U.S. Cement at the date of the transfer. I propose to have U.S. Cement audited with a minimum book value of $27 million and a potential book value of $50 million by December 21, 1998. I want to
complete the acquisition before Christmas, 1998, which is my birthday.
8. I cannot make any assurances that this will be accomplished, but I will certainly use my best efforts and dedicate my energies to resolving all of the outstanding problems and pursuing the opportunities available to Brush Creek Mining and Development.
9. Time is of the essence in this proposal. My offer to pursue this course of action will remain open until Friday, November 13th at 5:00 p.m. P.S.T. This will give me less than 30 days to resolve the problems of Brush Creek before its scheduled hearing with NASD to be de-listed.
10. I will be available for a telephone conference call with your Board of Directors at any time. I am also available for a meeting of the Board of Directors in Las Vegas or any other designated location as soon as possible.
11. I have been asked by many Brush Creek shareholders to make my
proposal available to them so that they will hold off on any legal action against the company or its officers and directors. I have decided to make this proposal available to concerned shareholders and post it on Yahoo. If you have an alternative proposal which can be implemented in a timely manner, I recommend you communicate it to your shareholder immediately. Thank you for your consideration of this proposal. I await your response.
Sincerely,
Larry Stockett
The White Knight
Posted: Nov 11 1998 9:23PM EST |
