To: John Hensley who wrote (11183 ) 3/2/2000 3:04:00 PM From: Norman H. Hostetler Respond to of 13091
John, the primary reason the processor is not running is money. It will take a minimum of $75,000 and about six weeks of maintenance, training, buying waste oil, etc., before the processor could go into permanent operation. GOE does not have, and has never had since the SEC trading halt, the ability to put that much money into the processor at one time. Since the processor became fully permitted in August 1998, the relationship between the limited partners and the general partner have deteriorated, much like the relationship between the stock owners and the CEO. Partners have been unwilling to advance more money until they found out where their previous money went (there has never been any serious accounting to partners, despite South Carolina partnership law, which requires at least one such accounting every year), unless they had control over the uses and expenditures of the funds. The general partner (GEO, hence Bill) has steadily refused to consider any modification of the present general partner's functions, and would consider accepting money only under the current conditions, which give the general partner total control over the disposition of the funds. In theory, the limited partners could dismiss the general partner for malfeasance, misfeasance, and nonfeasance, since no part of the partnership owned by GOE could vote on that matter. However, as soon as that is accomplished, GOE's limited partner units, which exceed more than 50% of the outstanding LP units, could simply dictate the successor general partner, or refuse to agree to anyone and thus force the dissolution of the partnership, an event which would not be favorable to the other limited partners. Suggestions of how to get out of this impasse are welcome. =+=+=Norm