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Strategies & Market Trends : Value Investing -- Ignore unavailable to you. Want to Upgrade?

To: Lazarus who wrote (18966)	11/16/2004 11:53:18 PM
From: Lazarus	Respond to of 78673

well been holding this since the last post... got shares as low as .015 looks like its gonna pay off: Entry Into a Material Definitive Agreement Effective November 15, 2004, the registrant entered into an Agreement and Plan of Merger. Pursuant to the merger agreement, Snow King Interests LLC ("SKI"), an entity controlled by Manuel B. Lopez and James M. Peck, two officers and directors of the registrant, have agreed to pay $0.32 per share, in cash, for each share of common stock of the registrant not currently owned by Messrs. Lopez or Peck or their affiliates and the registrant will become a wholly-owned subsidiary of SKI. Consummation of the transaction is subject to various conditions, including, among other things, the approval by the registrant's stockholders and the obtaining of various regulatory approvals. If the transaction fails to close because of SKI's inability to obtain financing, the registrant will be entitled to debt forgiveness in the amount of approximately $100,000. The transaction is expected to be consummated early in the first quarter of calendar 2005 and the merger agreement provides that the transaction must be completed by March 31, 2005. If the registrant obtains a superior proposal, its Board of Directors may accept such proposal although the registrant must pay a $50,000 break-up fee. Messrs. Lopez and Peck and their affiliates own beneficially 5,438,212 shares, or approximately 54%, of the registrant's issued and outstanding voting common stock. Messrs. Lopez and Peck and their affiliates have agreed to vote their shares in accordance with the majority of shares cast for or against the merger proposal by unaffiliated stockholders of the registrant. stock closed .28 X .30 Lazarus