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To: Jeffrey S. Mitchell who wrote (6591)10/19/2004 11:53:11 PM
From: Jeffrey S. Mitchell  Read Replies (1) | Respond to of 12465
 
Re: 10/18/04 - NY Post: Travelzoo's Skidoo

TRAVELZOO'S SKIDOO

By CHRISTOPHER BYRON
--------------------------------------------------------------------------------

October 18, 2004 -- PENNY stocks have come in for some much-warranted scolding in this space recently. Yet every once in a while a company with an authentic business plan and a workable strategy for executing it escapes from the land of the penny stock undead and into the more civilized environs of a listing on Nasdaq itself or even one of the Exchanges.

This week we look at one such stock — New York-based Travelzoo.com, Inc. - which began life on the swindle-soaked Over The Counter Bulletin Board only to wind up one of the hottest stocks of the year on the Nasdaq National Market quotation service, with an astonishing 1,612% gain over the past twelve months to a recent high of $76.58 per share.

For reasons that we'll get into in more detail shortly, Travelzoo's stock has lately begun to weaken, closing down last Friday at $61.74 per share. Yet that's probably not a matter of great concern to Travelzoo's somewhat dweebish-looking founder, chairman and CEO, one Ralph Bartel, who owns 87% of the company's stock and effectively suckered short-sellers attacking his company into one of the cleverest short-squeeze traps on record.

In the process, Travelzoo's stock took off for the moon, enabling Bartel to raise $30 million in cash through a deeply-discounted private placement of its shares last month with a group of hedge funds, while Bartel himself emerged as New York's newest stock market billionaire.

But before getting further into any of that, first an update on other, and less inspiring, developments in Wall Street's various arenas for low-priced stocks, which are on fire as never before in this otherwise drifting market.

To that end, we last week looked in on a New Mexico-based penny stock called CDC Systems Inc. and its Houston-based promoter, Patrick Arnett — and they still haven't gotten over the experience that resulted.

CDC Systems, Inc., claims to be in the capital-intensive business of producing sophisticated, state-of-the-art industrial compressors for the natural gas industry. But the company has no known business history earlier than its establishment as a Delaware corporation this summer. And just as is the case with nearly all other stocks that are quoted in the gray market "pink sheets," the company has no current financial reports on file with the SEC and its stock is not registered for public sale to anyone.

TO blunt these and other criticisms, the company issued a bar rage of press releases claiming, falsely, that I had not contacted the company for comment prior to publication. Previously, the company's principal press contact had been Arnett, who'd issued 14 separate press releases hyping the stock, beginning in late September. In the press releases, he was identified as a corporate communications official for a Web site called Stockcomm.com.

But in the wake of my column, new releases began pouring forth via an organization calling itself OTC Reports, under the signature of a person named C.P. Barry. That name also appears on press releases for various other stocks that Arnett has been touting, and surfaces regularly on press releases issued by several seemingly unrelated stock-touting operations, including Stocksplits.com, Iocircuit.com, and EarlyAlerts.com, which along with OTC Reports, all share a common address in the town of New Harmony, Pa.

This sort of games- playing is typical of the hype and malarkey that unfolds nonstop on the penny stock market, where the shares of thousands upon thousands of moribund, failing, and even defunct businesses are bought and sold daily by traders and promoters looking to profit from the naiveté and greed of the public at large.

Yet you'll find no such players swirling around this year's dizzying upward ride in the shares of Travelzoo.com. Instead, the patsies in this case have turned out to be one of the savviest groups on Wall Street: the market's so-called short-sellers.

Travelzoo was created in the spring of 1998 by a young fellow named Ralph Bartel, who had earned a doctorate in journalism and the media from a university in Germany and had been working as a management assistant at the Grunner und Jahr publishing house.

It was at that point that he hit upon an idea for an internet-based travel business that in retrospect looks both obvious and brilliant: start a Web site containing nothing but advertisements for the one thing every traveler wants to know — namely, what's the cheapest flight (or car rental, or hotel room, or package tour, or you name it) to anywhere.

Travelzoo began operations as a private company, based in the Bahamas, then moved to California and registered as a public company with the Securities and Exchange Commission, at which point it began trading, sporadically on the OTC Bulletin Board.

Meanwhile, with the bulk of the stock in the hands of Bartel, the company extended an intriguing and attention-getting offer to the public: anyone who wanted to register as a visitior to the Travelzoo Web site could receive, free of charge, shares in the company.

This led to the issuance of roughly 5.2 million such shares, reducing Bartel's stake accordingly. But this was followed in 2002 by the merger of the company into a new, Delaware0incorporated entity. And since fine print in the original offering of free stock to the public required recipients to certify that they 18 years of age and were U.S. or Canadian residents — something that few recipients bothered to do — Bartel had the right to cancel their shares after two years had passed.

By the spring of this year, Travelzoo had moved to New York and begun to gain traction as a real business. Subscribers to the website had nearly doubled from 2002 to 6.1 million, while revenues — nearly all of which was coming from travel industry advertisers promoting their deals — had likewise nearly doubled, to just under $18 million, putting $2 million on the bottom line as profit.

In reaction, the stock began to move from less than $5 per share at the start of the year to $10 by the start of spring.

THINKING perhaps that it was rising too fast, short-sellers began to circle. And when they did Bartel sprang his trap, announcing that of the roughly 19 million shares outstanding, more than four million were being cancelled because the recipients had never bothered to certify their ages and countries of residence.

This automatically reduced the public float by 80%, lifting Bartel's control back to more than 87%, while causing suddenly anxious short-sellers to begin chasing the stock that still remained public in order to close out their positions, which of course simply caused the stock's rise to accelerate.

It was the start of a classic short squeeze, and it is only now beginning to unwind as one short-seller after the next gets carried out, feet-first, reducing demand for the shares accordingly.

There were no laws broken in any of this. No trickily-worded press releases were sent out by anyone. The only thing that happened was that a group of clever professionals got over-confident in what they were up to, and began shorting a stock without ever bothering to read the fine print that had been attached to it.

But this is the penny stock market, where even the pros can get hosed — and all on the up-and-up. So imagine the chances an investor enjoys when he's up against opponents, unlike young Herr Bartel, who are unburdened with scruples of any sort.

Copyright 2004 NYP Holdings, Inc. All rights reserved.

nypost.com



To: Jeffrey S. Mitchell who wrote (6591)11/1/2004 5:16:08 PM
From: Jeffrey S. Mitchell  Read Replies (1) | Respond to of 12465
 
Re: 11/1/04 - [Elgindy] NY Times: Broker Who Aided U.S. Going on Trial for Fraud

Broker Who Aided U.S. Going on Trial for Fraud
By ERIC DASH

Published: November 1, 2004

The federal court in Brooklyn is no stranger to stock fraud cases. But while the federal court in Manhattan typically gets the headline-grabbing Wall Street and corporate accounting scandals, the Brooklyn court is often home to the grittier, more shadowy investing world of penny stocks.

One of the more unusual of these cases goes to trial today. Anthony Elgindy, who for more than a decade has been a controversial figure in the world of cheap and thinly traded stocks of small companies, is accused of conspiring with an F.B.I. agent to obtain information about government investigations and using that information to manipulate stock prices. Prosecutors contend that Mr. Elgindy also used that information to persuade companies to pay for his silence.

But the case against Mr. Elgindy, who was known as Amr Ibrahim Elgindy before legally changing his name last year, has also attracted attention because of a prosecutor's suggestion at the time of his arrest in May 2002 that Mr. Elgindy might have had prior knowledge of the Sept. 11 attacks.

At a court hearing that month, the prosecutor, Kenneth Breen, said that Mr. Elgindy, who was born in Egypt, contacted an unidentified broker at Salomon Smith Barney on Sept. 10, 2001. Predicting that the Dow Jones industrial average would soon collapse by about two-thirds, the prosecutor said that Mr. Elgindy asked the broker to sell $300,000 in his children's trust funds. Mr. Elgindy, however, was unable to sell that day and did not sell until the markets reopened for trading on Sept. 18.

"Perhaps Mr. Elgindy had pre- knowledge of Sept. 11, and rather than report it, he attempted to profit from it," Mr. Breen said at the hearing.

Mr. Elgindy's lawyers have called the contention ludicrous, and the judge at the hearing disregarded it. Prosecutors have not since raised the possibility of a link, and Mr. Breen declined to comment about that assertion and all other matters related to the case before opening statements begin today.

The trial in Brooklyn may be the end of a long dance Mr. Elgindy has had with regulators and prosecutors. In the early 1990's, Mr. Elgindy, who had worked at several so-called pump-and-dump brokerage firms, confessed to authorities that he and others had accepted bribes from stock promoters seeking to manipulate shares. In exchange for immunity, he agreed to work as a government informant.

At a time of rampant fraud in penny stocks, Mr. Elgindy showed investigators how the schemes worked and helped prosecutors win several convictions for white-collar crimes. Around the same time, though, Mr. Elgindy defrauded an insurance company by collecting disability benefits while working at two Texas brokerage offices in 1994 and 1995. In 2000, he was convicted and served four months in federal prison.

By the late 1990's, Mr. Elgindy, who also went by the names Tony Elgindy and Anthony Pacific, had gained a loyal Internet following as a stock picker, selling tips for $600 a month. And he carved out a new role for himself: a short seller, or one who bets on a decline in a stock price, who was not afraid to tell the truth about corrupt companies and shady promoters.

At the same time, according to the indictment, Mr. Elgindy and his associates had "corruptly induced" an F.B.I. agent for personal gain. Mr. Elgindy's lawyers contend that their client is a victim of Justice Department and Wall Street venom for his own corporate detective work.

"Like Howard Stern on the radio, he outgrew the government,'' said Joel R. Isaacson, one of the two lawyers representing Mr. Elgindy. "He was just too much of a personality, and he was like the little boy at the parade that kept pointing out the emperor's naked.

"He developed a lot of enemies and a million allegations have been made against him. We are looking forward to getting into a courtroom and responding."

The jury trial is expected to take about six weeks. It comes more than two years after Mr. Elgindy and four associates were arrested and faced charges related to obstruction of justice and securities fraud. Jeffrey A. Royer, an F.B.I. agent who is accused of going into the agency's confidential databases to provide Mr. Elgindy with tips and eventually became a business partner, will be tried with him. Jonathan Daws, a hedge fund operator; Lynn Wingate, a former F.B.I agent; and Troy M. Peters, a stock trader, are expected to stand trial separately sometime next year. Derrick W. Cleveland, another trader who worked with Mr. Elgindy, has pleaded guilty to one count of conspiracy to commit securities fraud.

But Mr. Elgindy, who has been in jail since last April after trying to board a domestic flight with two fake identification cards, remains at the center of this case.

In the 33-page indictment, prosecutors contend that between November 2000 and May 2002, Mr. Royer was paid to provide Mr. Elgindy and Mr. Cleveland with information obtained from confidential government databases about the criminal histories and continuing investigations of tiny, publicly traded companies.

Based on that information, the complaint said, Mr. Elgindy and Mr. Cleveland sold the stock of those companies short - borrowed and then immediately sold shares in anticipation of buying them back at a lower price for a profit. Mr. Elgindy then published the negative information on two Web sites he operated, hoping the price would plummet further.

Federal prosecutors also charge that Mr. Elgindy and his associates engaged in extortion, telling several small companies they would disclose bad news about them if they did not give them heavily discounted, and sometimes free, stock.

Mr. Elgindy's lawyer said his client often investigated fraudulent companies on his own and noted that the information he obtained, though negative, was often truthful. "Working hand-in-hand with many government agents, he learned of many phony companies, and he did not ever believe that he was being given confidential or secret information that he shouldn't have," Mr. Isaacson said.

Federal prosecutors, however, are expected to tell a somewhat different story during the trial. Mr. Elgindy and his associates, the indictment said, were manipulating the market by "trading on material, nonpublic information that had been misappropriated from law enforcement databases."

Copyright 2004 The New York Times Company

nytimes.com