Mr. O'Shea's remarks from Friday night..
Wanted to have Mr. O'Shea's remarks in the order he offered them so have copied them in sequence. Thought you might also like a copy (included questions when intent unclear).
By: MFO
Friday, 24 Sep 1999 at 3:47 PM EDT
O.K! I have now clarified. I will do my best, within legal bounds, to answer questions about 20:00 EST tonight.
Friday, 24 Sep 1999 at 5:11 PM EDT
TOUGH CROWD! In response to your suggestion. Feel free to call 864-962-8638. I will actually be out - going to dinner but will be back by 20:00. I also note "legal" concerns and will not be posting "inside info." I just wanted to find a way to answer your questions.
Friday, 24 Sep 1999 at 8:18 PM EDT
I hope to be able to get the audits signed off by the 7th. However, I can not guarantee it until the auditors finish their review. We will be working all weekend on that.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Is anyone associated with the old Chester still involved with you? More to the point the ones who were under investigation for pumping dumping this stock? If they are, will it play a role in the filings? Will your records be overly scrutinized putting further delays in the process?
And, what do you feel if everything goes as planned, this stock should be sitting at?
Friday, 24 Sep 1999 at 8:33 PM EDT
No! As you may or may not know I was involved with Chester for a time as a "clean up" which is how I wound up here again. Other than that there are no other members or backers and that problem will not be an issue with the filings. The real issue with the filings is accounting for all of the changes that occurred during the last six months of business.
Friday, 24 Sep 1999 at 8:38 PM EDT
Gladstone is the entity that sold Pharma to Chester and they continue to work with us to bring the system on line. They are not doing it themselves because they are about to go public and they want to focus on their core business of disease state management. The senior management of Gladstone have been assisting me with the project in the UK.
As far as the Growth Fund project is concerned - they have an enormous asset base which will require a lot of DD. One asset alone is 3 million acres of land in Brazil. We are still interested in this merger but it will have to wait until after the filings are done.
Friday, 24 Sep 1999 at 8:45 PM EDT
Pharma is a wholesale pharmacy ordering system which is intended to be distributed, free of charge, to pharmacies so that they can then access the lowest price and best availability on any particular drug. Pharma derives its' profit from a commission from the wholesalers. At the present time we have just about completed our pricing agreements with wholesalers and hope to go into distribution within 6 to 8 weeks. A modified version is now being prepared for use in the UK. In this version a group of nursing homes would use the system to centrally order all of their drugs. In the case of the group we are about to join up with they have about 60 homes and do an annual volume of about 20 million US.
Friday, 24 Sep 1999 at 8:48 PM EDT
We are considering a number of options at this time but we need to complete the filings and some other "clean up" before we determine which way to go. In the mean time we have completed the Pharma deal with a note and several investors have put up the money for Probity.
Friday, 24 Sep 1999 at 8:50 PM EDT
You can reach me at Chester Holdings Ltd. c/o Countdown PO Box 80014 Simpsonville SC 29680. Please keep in mind that I am a staff of one on this project so, as many of you know, it is difficult for me to get back to people.
Friday, 24 Sep 1999 at 8:53 PM EDT
While I know Cohen I was not and am not a broker. I was involved with a number of companies since I try to make a living cleaning up small companies. I am no longer associated with Corniche or Fidelity Medical.
I have recently had some involvement with the parent of Fidelity Medical - Medical Laser Technologies, Inc.
Friday, 24 Sep 1999 at 8:55 PM EDT
The job of Pharma is to bring customer and distributor together and, as such, we do not handle the product or the order.
Friday, 24 Sep 1999 at 8:57 PM EDT
It has been suggested that we set up a Chester Site to deal with updates and one of your own has already registered
ChesterHoldings.com and offered it for our use. I intend to take him up on his kind offer and then publish a monthly update.
Friday, 24 Sep 1999 at 9:01 PM EDT
The transaction is with the attorneys at this time for completion. We have already paid the first cash portion and are due to complete in mid October. I believe that this is a tremendous opportunity. The demand for internet security has never been greater and Probity has a great product. It has been in use at the Phila. Stock Exchange and we have
had a number in inquires from all over the world. On my last trip to Europe I had a request to negotiate a license for Italy. As soon as the deal closes I believe that we will generate a good revenue stream for Chester.
Friday, 24 Sep 1999 at 9:07 PM EDT
Back in 1995, as President of Chester, I arranged for the purchase of Fidelity Medical in exchange for the release of a lot (several million) of Chester debt connected with its' UK operations (I inherited it). Wanting to protect Fidelity I on - sold it to MLTI (a shell) in exchange for the majority of the stock in the shell. Since that time Fidelity Medical ceased doing business and a group of investors in MLTI approached me about getting the shell current in its' filings. I will have more info. after we get Chester sorted.
Friday, 24 Sep 1999 at 9:09 PM EDT
At this time Chester is my only "clean up" project. I am also running the US operations of a UK company that, among other things, operates a mail order pharmacy system.
Friday, 24 Sep 1999 at 9:12 PM EDT
I am looking at two options at this time. Chester is not in a position to issue very many shares since 95% of the authorized is already issued. One option, which is how the transaction is currently structured, is to acquire for debt. The other is to sell Probity to another public entity in exchange for shares as well as profit participation.
Friday, 24 Sep 1999 at 9:16 PM EDT
I am very hopeful that we will be able to file by the deadline but some of the issues are out of my hands and in the hands of the auditors who ultimately sign off on the audit.
We do expect to complete Probity during October.
The details of the acquisitions will be disclosed in the filings.
Friday, 24 Sep 1999 at 9:18 PM EDT
I don't believe that a potential delisting will effect the acquisitions. It will only mean some additional work and time to get relisted. Remember, the acquisitions will produce a revenue stream for the Company no matter what.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Outstanding shares are somewhere between 87-90 mil.
Float is somewhere between 42-45 mil. Is this correct?
Have any of these numbers changed in the last few months.
Friday, 24 Sep 1999 at 9:21 PM EDT
Your numbers are correct. We will be publishing all numbers with the filings. To the best of my knowledge there are approximately 2,500 to 3,000 shareholders with no known 5% holders. Addressing an earlier question I do not own shares or options at this time and I am not being paid but I assure you that once things are sorted I will be looking for a good option package.
Friday, 24 Sep 1999 at 9:25 PM EDT
I believe that we have sufficient documents to file. It is now a question of being able to complete in October, which I still believe we can. There are other variables as well. As you know these are all new regulations, most of which were not even in effect when we started last February. I
understand that there exists the possibility that we could be temporarly delisted while the documents are reviewed.
Friday, 24 Sep 1999 at 9:27 PM EDT
As in the past, as soon as we have something to announce we will. I believe that we will soon complete a deal to begin putting our assets to work for the Company. I would hope that that will be within the next week or two but I will not announce anything until it is complete.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
WILL THEY HAVE TO RIGHT TO PULL OUT IF WE ARE DELISTED?
Friday, 24 Sep 1999 at 9:28 PM EDT
The way the transactions are structured - NO. It would just be that much extra busy work.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Is the following a fair assessment of what MAY happen
with Probity and Pharma:
A minority position may be sold to other Publicly traded companies, for shares of those companies. Chester would keep the majority ownership of both Probity and Pharma, and would distribute SOME of the shares in the other Public companies to the shareholders of Chester. I assume this would be done based upon percentage ownership of Chester
shares. Is this the general idea?
Friday, 24 Sep 1999 at 9:31 PM EDT
Your thoughts are quite good but I feel that I can not tread to deeply into this area at this time. The last thing we want to do is rush into something that creates more problems that it solves but the general concept would
be good for everyone.
Friday, 24 Sep 1999 at 9:34 PM EDT
Thanks for the confidence but please remember, I don't ever want to be in a position of having influenced your investment decisions. I am taking a shot at this and only want to keep you, the shareholders, informed as to what is going on - Good or Bad.
Friday, 24 Sep 1999 at 9:38 PM EDT
I wouldn't want to Sell you anything. I am just presenting the facts and you have to make your own decision.
Friday, 24 Sep 1999 at 9:40 PM EDT
I appreciate all your questions hope that I have been of some help. If you have any other questions feel free to post them at CHESQUEST@aol.com And we will try to do this again soon. Thanks again.
- - - - - - - - - - - - - - - - - - - - - - - - - -
Thank you. Since you have not responded to some of my other
questions, I assume that you are simply unable to comment on them at this time -- is that an accurate statement? Thanks again.
Friday, 24 Sep 1999 at 9:41 PM EDT
Correct.
-- Hungry |
