To: VALUESPEC who wrote (25430 ) 1/19/1998 9:27:00 AM From: VALUESPEC Respond to of 41046
In an earlier posts I made two comments, which seemed, to me, to have received valid complaints from those on this board. The first comment was on the ATT litigation which I immediately agreed might be in error, and would repost my opinion on that issue after further review. Today I offer that review. My second comment was my opinion on the private placement, I'll give that second review in another post soon. First the legal proceeding which can be found in the most recent 10Q, dated Sept 30, 1997: << Legal Proceedings On July 28, 1997 the Company was named as a defendant in an action brought by AT&T Corp. ("AT&T") against Connect America, a reseller of "800" number service, its officers and affiliates, and several Internet Service Providers, including the Company. The action was brought in the U.S. District Court for the Central District of California. In general, the complaint alleges that Connect America and its officers fraudulently acquired 800 numbers from AT&T, failed to pay for them, and resold them to the Company and the other Internet Service Providers on a "flat rate" basis, notwithstanding the fact the AT&T's charges for 800 service are typically based on time utilized. The claims against the Company and the other Internet Service Providers are based on unjust enrichment, on the theory that the Company and the other Internet Service Providers knew or should have known that flat rate 800 service was unavailable. In addition to injunctive relief against Connect America and its officers, the complaintseeks damages of $7.4 million, punitive damages and attorneys' fees. The Company has filed an answer to the complaint denying the material allegations thereof, and plans to vigorously contest the action. There can be no assurance that the Company will be successful in its defense of the action. Because of the large amount sought in the complaint, an adverse outcome would have a material adverse effect on the Company's financial condition.>> I stand corrected. The issue was not that FTEL was selling 1-800 numbers over the internet and, therefore, cutting ATT out of long distance revenue unjustly by the nature of making long-distance calls over the internet. The issue appears, to me, to be that FTEL is accused of accepting service from a company on terms that appeared too low, and billed in a way which was obviously against normal industry practices, so that FTEL should have looked further to see why the charges were so low. Maybe FTEL's situation is like a car dealer being offered 10 new corvetts for $1,000 each from someone who claims to be a supplier when they usually go for $25,000 each wholesale. Was that car dealer unjustly enriched at GM's expense if he buys them, knowing those terms aren't normal? That seems to be the same situation FTEL is in with recieving the cheap 1-800 numbers (though I don't know how much cheaper the rates were then normal. Did the company say?). The lawsuit is for $ 7,400,000. What is the chance of ATT winning? Is FTEL likely to settle? If so, for how much? Maybe Raleigh can answer these questions since he's been studying this company for a while. Lawsuites like this are generally considered a yellow flag. VALUESPEC valuespec.com