Re: [RTIN] Summary of Press Releases re Defamation Complaint
Tuesday October 5, 10:23 am Eastern Time
Company Press Release
Investors Amend Defamation Complaint Filed Against ConSyGen and Restaurant Teams
Mark Weiss, Tom Dreaper, Harry McMillan, Lee Walsh and Other Internet Posters Named as Additional Parties in Amended Complaint
NEW YORK--(BUSINESS WIRE)--Oct. 4, 1999-- Sovereign Partners Limited Partnership, Dominion Capital Fund Limited and Stephen M. Hicks have prepared an amended complaint in their defamation action against Restaurant Teams International, Inc. (OTC BB: RTIN), ConSyGen, Inc. (OTC BB: CSGI) and others.
The suit charges both companies with making false and defamatory statements accusing plaintiffs of unlawful short selling, in a malicious effort to blame plaintiffs for the results of their own business and management failures. The amended complaint, which was submitted for approval to the federal district court in New York on Tuesday, September 28, 1999, expands on plaintiffs' original claims against Restaurant Teams, its officers Stanley and Curtis Swanson, ConSyGen, and its former CEO Thomas Dreaper. Since the original complaint was filed, plaintiffs discovered that Dreaper was responsible for Internet postings under the screen name ``TradeIQ.'' Therefore, the amended complaint expressly seeks damages from Dreaper for those postings, as well as for his public statements as CEO of ConSyGen.
The amended complaint also adds charges against several new defendants, including: Restaurant Teams' former financial advisor Harry N. McMillan; ConSyGen shareholder Mark Weiss; and two Internet users who have frequently posted messages defamatory of the plaintiffs and who, plaintiffs discovered, were provided with Restaurant Teams stock purportedly pursuant to its Employee Stock Option Plan. The two new proposed defendants are Lee Walsh, a resident of Arkansas, who received 15,000 shares of stock in early 1999, and Mark Stager, a resident of New York City, who received 800 shares of stock in late 1998. Finally, the amended complaint seeks damages from Internet posters ``FranW,'' whom plaintiffs have identified as Francis Worst; ``NJInvestors,'' who is Eric Davidson; and two posters whose identities are not yet known, ``Tech'' and ``falcon74.''
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Contact:
The MWW Group
Public Relations - Tel. (201) 507-9500
Robert Ferris -- rferris@mww.com
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Wednesday October 6, 10:09 am Eastern Time
Company Press Release
Restaurant Teams International Debenture Holders Lose Bid to Set Aside Injunction
LONGVIEW, Texas--(BUSINESS WIRE)--Oct. 6, 1999--Restaurant Teams International, Inc. (OTC BB: RTIN) announced today that the order granting an injunction barring Sovereign Partners LP., Dominion Capital Fund Ltd., and Canadian Advantage LP., from receiving over 300,000 shares of RTIN free trading common stock will remain in force until December 7, l999 when a final hearing will take place.
The Company said that the decision was handed down at a hearing held October 4, l999 before Honorable Judge Jim Ammerman II, of Harrison County, Texas. The Court also granted the Debenture Holders' motion to intervene and ordered the parties to mediation prior to the final hearing.
Attorneys for RTIN, Speno & Cohen LLP of New York commenting on the decision, said, ``The continuation of the Court's injunction barring the Debenture Holders from receiving over 300,000 shares of RTIN free trading common stock is a significant milestone in our continuing pursuit of justice on behalf of the shareholders Restaurant Teams International.'' They added, ``We also believe that the Debenture Holders issued a misleading announcement on October 4, l999, when it attempted to declare that their defamation suit has been amended to include additional claims and parties, when in fact, there is no Court Order granting such relief.''
Pending litigation in the Federal District Court in New York involves Restaurant Teams and the Debenture Holders in a dispute arising from a 1998 convertible debenture deal funded by Mr. Steven M. Hicks, Mr. Mark Valentine, Thomson Kernaghan and their affiliates in which Restaurant Teams alleges fraud and the Debenture Holders claim defamation.
About Restaurant Teams International, Inc.
Restaurant Teams International, Inc. operates the ``Street Talk Cafe'' and the ``Fresh'n Lite Cafe & Grill'' restaurant concepts in Texas. The Company has also entered an agreement to acquire the Fatburger chain of fast food restaurants which consists of 13 company owned and 22 franchised units plus commitments and deposits for an additional 24 units. The chain operates in Southern California and Las Vegas, Nevada.
This press release contains forward-looking statements, which are generally preceded by words such as ``believes'', ``expects'', ``anticipates'', or ``intends''. Such statements are subject to risks and uncertainties, including but not limited to competitive conditions, real estate zoning and permitting complications, government regulations, and general conditions in the restaurant market.
For further information contact: Curtis A. Swanson, chief Financial Officer at 1-800-259-2675.
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Monday November 15, 10:09 am Eastern Time
Company Press Release
Investors Amend Claims Against Restaurant Teams International
Accuse Curtis and Stanley Swanson and Others of Stock Fraud and Self Dealing
Texas Court Dissolves Preliminary Injunction Issued In Connection With Investors' Rule 144 Stock
NEW YORK--(BUSINESS WIRE)--Nov. 15, 1999-- On November 3, 1999, Sovereign Partners Limited Partnership, Dominion Capital Fund Limited and Canadian Advantage Limited Partnership filed with the Federal District Court a motion to amend their counterclaims against Restaurant Teams International, Inc. (OTC BB: RTIN) and its CFO, Curtis Swanson, and to add counterclaims against the company's CEO Stanley Swanson, its former President Henry Leonard, its directors Robert Lilly and Edward Dmytryk, its consultants and advisors Harry McMillan, Stephen Cavender, Joseph E. Poe Jr., Thomas N. Aigner and Lee Walsh, and others.
The counterclaims charge that the Swansons and other Restaurant Teams officers, directors and advisors schemed to prop up the price of the company's common stock during 1998 and 1999. Their methods included placing strategic bids designed to move the market higher, publishing materially false and misleading information concerning the company's business and prospects, hyping a phony recommendation by an analyst whom they provided with company stock, and creating additional artificial demand for the stock by offering one free share for every four shares purchased by investors willing to further disseminate falsely positive rumors concerning the company's business and prospects. The free shares were unlawfully issued through the company's employee stock option plan, which was supposed to be used only for employees. The counterclaims further allege that as a result of these schemes the insiders were able to sell large amounts of their own Restaurant Teams stock at the inflated prices they created. Since December 1, 1998, the Swansons, together with Leonard and Cavender, sold or informed the SEC that they planned to sell almost 1.8 million shares of RTI common stock, representing over 27% of the company's total of 6.5 million shares issued and outstanding as of year-end 1998.
The counterclaims also charge the Swansons and other Restaurant Teams officers and directors with violating their fiduciary duties to the company and its shareholders through mismanagement and self-dealing, including the issuance of over 3.5 million shares of new stock for little or no consideration to the Swansons themselves, Leonard, Cavender, and many of their advisors and consultants, the payment of unreasonable cash fees to other advisors, the pursuit of impracticable acquisitions on unreasonable terms, which have resulted in large cash losses to Restaurant Teams, and the providing of loans and other financial favors to companies owned or controlled by the Swansons. For example, Restaurant Teams loaned almost $1 million to Four Seasons Marine and Cycle, a Swanson-owned ``sister'' company that recently went bankrupt, leaving Restaurant Teams with another large cash loss.
The lawsuit was originally filed by Restaurant Teams itself in November 1998, in an effort to avoid its obligations under the $3 million in convertible debentures that it sold to Sovereign, Dominion and Canadian Advantage earlier in the year. The investors filed their original counterclaims in December 1998. In May 1999, Restaurant Teams sought court permission to dismiss all of its claims, leaving the counterclaims pending. To date, however, Restaurant Teams has kept the $3 million paid by Sovereign, Dominion and Canadian, and still refuses to honor the terms of the debentures.
On November 10, 1999, in another lawsuit brought by Restaurant Teams, a Texas court dissolved a preliminary injunction that it had issued at Restaurant Teams' request. While the injunction was in place, it prohibited the company's transfer agent from issuing unrestricted certificates for shares owned by Sovereign, Dominion, and Canadian. These shares were originally issued by the company as a result of partial conversions of the debentures by the investors in the fall of 1998.
For more information with regard to the foregoing, please contact Robert Ferris, at The MWW Group (212) 704-9727.
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Monday November 15, 1:51 pm Eastern Time
Company Press Release
Restaurant Teams Responds to Claims by Debenture Holders
LONGVIEW, Texas--(BUSINESS WIRE)--Nov. 15, 1999--Restaurant Teams International, Inc. (OTC BB:RTIN) announced today that it categorically denies the allegations made in a release issued earlier today by Debenture Holders.
The Company said it will continue to aggressively pursue the original claim against the investors and seek to restore the shareholders value. Additional actions may be taken with respect to the defamatory release made by the defendants.
With respect to the specific allegations in the release Curtis A. Swanson, Chief Financial Officer, stated, ``This information is absolutely false and an obvious malicious attempt by the debenture holders to further damage our shareholders value. Neither myself nor any of the other named parties have ever been involved in a scheme to prop up the price of the Company's common stock. Of the 3,500,000 shares issued to officers and others, all were done so properly and the Company received full compensation for all shares purchased. Stan Swanson, Henry Leonard, nor myself ever took any money from the sale of shares, 100% of the proceeds from the sales pursuant to our 144 filings were reinvested into the Company. Further the claim that over 1.8 million shares was sold pursuant to 144 is false.'' Mr. Swanson further stated, ``There have never been any unreasonable cash fees paid to consultants or advisors and the $1 million the investors claim was lost to Four Seasons Marine & Cycle, Inc. is absolutely false. The Company was 100% repaid for any money owed to it and will not realize any loss associated with this issue.''
With respect to the injunction the Company obtained in Texas, a determination was made by the Company not to further pursue the injunction after RTIN's attorneys' discovered in court filings admissions by Stephen M. Hicks and the Debenture Holders that in July, 1999 they sold short over 200,000 shares of RTIN stock. This share block became the subject of litigation in Harrison County, Texas before the Honorable Judge Jim Ammerman. Curtis Swanson, further stated ``The County Court at Law dissolved our Injuction since we did not post a 100% cash collateralized bond while Stephen M. Hicks and the Debenture Holders appealed. Management believes that continuing to incur expenses in this proceeding would not be in the best interests of our shareholders.''
This press release contains forward-looking statements, which are generally preceded by words such as ``believes,'' ``expects,'' ``anticipates,'' or ``intends.'' Such statements are subject to risks and uncertainties, including but not limited to competitive conditions, real estate zoning and permitting complications, government regulations, and general conditions in the restaurant market.
For further information contact: Curtis A. Swanson, chief Financial Officer at 903-295-6800.
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Monday December 27, 11:41 am Eastern Time
Company Press Release
Restaurant Teams International, Inc. Settles Law Suit With Debenture Holders
LONGVIEW, Texas--(BUSINESS WIRE)--Dec. 27, 1999--Restaurant Teams International, Inc. (OTC BB:RTIN ) announced today that it has reached an agreement with Thomson Kernaghan, Canadian Advantage, Sovereign Partners, Dominion Capital, Stephen Hicks, and Mark Valentine (the ``Debenture Parties''), to settle the litigation between the parties. The company is delighted to return to the business of operating a restaurant holding company and pursuing acquisitions.
The company announced that after performing due diligence and conducting extensive discovery, management has determined that there was, and is, no basis fact for any statements made by RTIN alleging wrongdoing by the Debenture Parties. There was no actionable conduct or any wrongdoing by the Debenture Parties vis a vis RTIN or its shareholders. In recognition and acknowledgement of this fact and RTIN's undisputed financial obligation to Sovereign Partners, Dominion Capital, and Canadian Advantage, the holders of RTIN debentures, RTIN has reached a settlement with the Debenture Parties. This settlement fully and finally resolves the debenture holders' claims asserting that RTIN defaulted on its obligations arising from RTIN debentures held by them and RTIN's claims of wrongdoing by the Debenture Parties. The settlement stays other litigation, including, the defamation action, pending the repayment of all the principle and interest due under the debentures and a portion of the penalties accrued thereunder. RTIN's Board of Directors have determined that the settlement is mutually beneficial both to RTIN and its shareholders, on the one hand, and to the Debenture Parties, on the other. RTIN acknowledges that the intention of the retraction is to undo whatever negative appearance, impression or harm that has been caused to the Debenture Parties by the allegations made as to them by RTIN.
Curtis A. Swanson, Chief Financial Officer of RTIN, commented that, ``Restaurant Teams deeply regrets any harm caused to the Debenture Parties as a result of our allegations of wrongdoing.'' Mr. Swanson added, ``We are all relieved to put this matter behind us so that we can move forward and implement our business plan.''
Stephen Hicks, a spokesman for the Debenture Parties, stated, ``We are pleased to put this matter behind us and look forward to working with RTIN in the future so that they can effectively move forward with their business plans.''
Stanley Swanson, Chief Executive Officer of RTIN, stated, ``We are all pleased with the agreed settlement. This now frees up all our energies and resources to focus on our current efforts to finalize the Fatburger acquisition as well as other opportunities that are currently under review.''
This press release may contain forward-looking statements, which are generally preceded by words such as ``believes,'' ``expects,'' ``anticipates,'' or ``intends.'' Such statements are subject to risks and uncertainties, including but not limited to competitive conditions, real estate zoning and permitting complications, government regulations, and general conditions in the restaurant market.
For further information contact: Curtis A. Swanson, chief Financial Officer at 903-295-6800.
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Tuesday December 28, 1:03 pm Eastern Time
Company Press Release
Restaurant Teams International, Inc. and Debenture Holders Reach Settlement
LONGVIEW, Texas--(BUSINESS WIRE)--Dec. 28, 1999--Restaurant Teams International, Inc. (OTC BB:RTIN) announced today that it has reached an agreement with Thomson Kernaghan, Canadian Advantage, Sovereign Partners, Dominion Capital, Stephen Hicks, and Mark Valentine (the ``Debenture Parties''), to settle the litigation between the parties. The company is delighted to return to the business of operating a restaurant holding company and pursuing acquisitions.
The company announced that after performing due diligence and conducting extensive discovery, management has determined that there was, and is, no basis in fact for the statements made by RTIN and it's officers, directors, and other representatives alleging wrongdoing by the Debenture Parties. There was no actionable conduct or any wrongdoing by the Debenture Parties vis a vis RTIN or its shareholders. In recognition and acknowledgement of this fact and RTIN's undisputed financial obligation to Sovereign Partners, Dominion Capital, and Canadian Advantage, the holders of RTIN debentures, RTIN has reached a settlement in principal with the Debenture Parties.
If RTIN honors it's obligations under the settlement and debenture, the settlement will fully and finally resolve the debenture holders' claims asserting that RTIN defaulted on its obligations arising from RTIN debentures held by them and RTIN's claims of wrongdoing by the Debenture Parties. The settlement stays other litigation filed against RTIN, including, the defamation action, pending the repayment of all the principle and interest due under the debentures and a portion of the penalties accrued thereunder. RTIN's Board of Directors have determined that the settlement is mutually beneficial both to RTIN and its shareholders.
Curtis A. Swanson, Chief Financial Officer of RTIN commented that, ``Restaurant Teams deeply regrets any harm caused to the Debenture Parties as a result of our allegations of wrongdoing.'' Mr. Swanson added, ``We are all relieved to put this matter behind us so that we can move forward and implement our business plan.''
A spokesman for the Debenture Parties, stated, ``We are pleased to put this matter behind us and look forward to working with RTIN in the future so that they can effectively move forward with their business plans.''
This press release may contain forward-looking statements, which are generally preceded by words such as ``believes'', ``expects'', ``anticipates'', or ``intends''. Such statements are subject to risks and uncertainties, including but not limited to competitive conditions, real estate zoning and permitting complications, government regulations, and general conditions in the restaurant market.
For further information contact: Curtis A. Swanson, chief Financial Officer at 903-295-6800.
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