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Microcap & Penny Stocks : Rocky Mountain Int'l (OTC:RMIL former OTC:OVIS) -- Ignore unavailable to you. Want to Upgrade?

To: Ditchdigger who wrote (23166)	12/2/1997 7:46:00 AM
From: Ditchdigger	Read Replies (3) \| Respond to of 55532

"As of November 2, 1995 the Company, through a subsidiary, acquired all of the outstanding shares of Nelson International Corp. (Hialeah, Florida) and Baron's Internacional, S.A., a textile manufacturing business located in Managua, Nicaragua. The consideration for the acquisition was 300,000 shares, valued at $1,500,000. As part of the acquisition, the Company assumed part, but not all of the acquired companies' liabilities which aggregated approximately $253,000. The total purchase price of $1,753,000 was reflected as property, plant and equipment. As part of the agreement, the Company warranted that the issued shares (which are restricted under Rule 144) will have a value of $1,500,000 at the end of the holding period. If the value is less than $1,500,000, the Company, at its option, may pay the difference in cash or additional shares. The sellers warranted that the equipment in the two factories will appraise at a value of no less than $1,000,000 or the purchase price and warranty will be adjusted accordingly." ----------------------------- It would appear there is plenty of litigation room for both sides,hinging on the appraised value of the equipment, at the time of the acquisiton. It would be interesting to know the filing date of the the lawsuit in question. The deal was done on 11/2/95 with 300,000 144 restristed shares, contingent upon having a value of $1.5 m at the time the shares became unrestricted and the equipment acquired has a value of $1.0m.(at the time of the acquisition?) How long were these shares restricted? One or two years? ONE YEAR after deal 11/4/96-stock price .22--$1.5m in equivilent shares-# shares 6,818,181 TWO YEARS after deal 11/3/97-stock price $2.62-$1.5m in equivilent shares-# shares 572,519 In Jan 97 :In as much as there were detailed listings of the equipment acquired, the appraiser through study and inspection was able to provide a value for the equipment at about the time of the acquisition. The appraised value aggregated $741,085. Note: appraisal appears to have been done 14 months after the deal was done(most recent appraisal). IMO, one would think there was an appraisal done at the time of or prior to the deal completion.Who did the original appraisal? Am I correct in assuming the 300,000 then went through a 1-30 reverse split,resulting in 10,000sh? At that time outstanding was 9m+.. DD