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Gold/Mining/Energy : Arconenergy, Inc. (Long Term Investors and Fundamentals) -- Ignore unavailable to you. Want to Upgrade?


To: Binder who wrote (87)2/9/1998 6:15:00 PM
From: Ga Bard  Respond to of 1757
 
Ok here we go ... I have apprx. 11 pages of questions and answers ... if after this you have anymore please let me know.

SUMMARY

What are all the associated business locations for Arcon?

The main office of Arcon is Dallas, Texas with a branch office in Houston, Texas. The locations for the first large-scale production plants of DF-144 will also be located in Houston and then Dallas. The Bob West acquisition is 2290 acres in Starr and Zapata counties of south Texas. There are six producing oil wells with two reworks scheduled for March in the Michigan Basin, with leaseholdings to support an additional 80 to 100 wells.

How has the description of the business changed?

The original focus of the company was to develop bypassed oil in the Dundee formation of the Michigan Basin, by taking advantage of modern horizontal drain technology. Since then, that focus has expanded to conventional drilling of gas wells in Texas, and the acquisition of the patents and world rights to an octane enhancer in the gasoline industry.

What other associated industries does Arcon intend to explore?

Focus is only on the upstream and downstream segments of the petrochemical industry. This includes other drilling and production acquisitions, the blending of gasolines, manufacturing and marketing of petrochemical products, marine fuel and Avgas (aviation gasoline).

What are the subsidiaries associated with each arm?

The structure will be Arcon International Corporation which is the old Midland company, and under that will be the wholly owned subsidiary Arcon Energy which will be comprised of three divisions: Octane Blending, Oil and Gas Production division, and hopefully an Avgas division (aviation gasoline).

Are they operating?

Currently, only the Michigan Basin drilling program is ongoing.

What is the time frame to operation if not?

The first DF-144 production plant is under construction in Victoria, Texas with completion scheduled in May, test runs in June and fully operational in July. Work in the Bob West field will also commence second quarter with the re-work of the first of two to three existing wellbores, and the drilling of the first newly drilled location scheduled to commence thereafter, most likely late third to early fourth quarter.

Do you have a list of all facilities operating and future operations?

At this time, we have 6 producing wells in Michigan with two more scheduled for additional work in March. Plans are to continue development of additional wells, especially emphasizing the new discoveries in zones beneath our initial target within the Devonian complex. With regards to the Octane division, currently a DF-144 plant is being built in Victoria, TX with completion scheduled in April, operational on a trial basis in May and full production in June. The acquisition of the gas play in the Bob West field of south Texas will be to initially re-complete 3 existing wellbores, then expand development with new drilling activities.

What is the current status of the company?

We are basically a start-up company that has completed the due diligence stage of the Octane Enhancer and have acquired 2290 acres in the Bob West field of south Texas that will close in February and begin operations in April. The Bob West acquisition will close at somewhere between 4 to 7 million dollars depending upon the due diligence and will be financed through equity in the company. These two areas will be the primary focus for the rest of the year.

********* To be continued ******************



To: Binder who wrote (87)2/9/1998 6:17:00 PM
From: Ga Bard  Respond to of 1757
 
What is the primary industry Arcon is going to focus on?

Anything that is in the petrochemical industry, e.g. oil, natural gas, gasoline, marine and aviation fuels. This is totally different from the old Midland structure: a shareholder won't need to be concerned about whether we are looking at any casinos, no orange juice, no popcorn, nothing that is not directly related to either the upstream or downstream segments of the petrochemical industry. It's what we know and what we do. Speaking specifically of the Bob West field, there are risks as are always associated with any drilling venture, but they are managed risks within the domain of our experience and have a high reward potential, in the $300 to $500 million range.

Do you have a current business plan?

We have a pro-forma business plan on the Octane division only at this time, and we have recently expanded the Exploration and Production division and have potentially one more acquisition, so a more encompassing business plan is expected end of February, most likely close to the 28th.

What are the near-term objectives?

Our objective is two-fold: get the Octane plant up and running full production second quarter for the Octane division and close and re-work one of the existing wellbores in the Bob West field for the Exploration and Production (E&P) division, also a second quarter project.

What are the long-term objectives?

A shareholder should really look at holding the shares for the next year. The next 90 days are just the first step for acquiring assets and getting into position in both of these divisions. Bear in mind that we have proprietary rights in 134 countries and the United States for the octane enhancer in the gasoline industry and would expect that upon getting the first plant operational, a shareholder could expect a significant growth of the company. With respect to the Bob West field, it is one of the most remarkable fields in the United States with Arcon being basically the only non-NYSE company operating there. We expect some good revenues in the second half of the year, but in the mind of us as officers and directors of the company, our year is really going to begin taking off beginning July 1998 and a shareholder should really look at a year from then until June 1999.

We have made some money in 1997 and don't have to sell stock to keep our doors open, however with the magnitude of these two projects we are looking to raise some equity. We have some institutions that have basically offered 80% financing for 20% equity. What we are seeking to do is raise between 10 to 15 million dollars to do what we want to accomplish. Obviously, any time you sell shares it dilutes the company, but any equity we are looking to raise will be in the preferred, not in the common shares. The preferred has approximately 500,000 shares that have a year hold on them and another 300,000 are convertible to common in October '98, however they are being offered to high-profile industry type people who don't need to sell their shares. These people are not exactly institutional, but could probably best be described as individuals who have a very high net worth.

How much hard assets do you have in the company at this time?

The patents are evaluated at $15 million. As such, if we tried to sell them we might get $50 million, we might get $3 million. We have another $1.2 million in paid up capital and assets. The balance sheet shows $16.2 million in paid up capital and assets with $112,000 in liabilities as of December. It is not current, we are looking a little better than that at this point.



To: Binder who wrote (87)2/9/1998 6:17:00 PM
From: Ga Bard  Respond to of 1757
 
EXPLORATION AND PRODUCTION DIVISION

Can you discuss the Bob West acquisition?

We are under contract at $1800 per acre, with the total acquisition at about $12.1 plus 1 million dollars per well for the three existing wells if we exercise that option, to be paid out over 18 months, and the first payment to be roughly $1.7 million to close which will be taken out of equity funds. We have about $1.2 million in receivables, and another $1 million in and commitments on another $3-4 million with equity which we expect to have in between now and about the middle of March.

OCTANE DIVISION

What are the user benefits of DF-144?

First and foremost, major metropolitan areas across the United States are under a federal mandate to reduce ozone causing emissions by utilizing oxygenated fuels. DF-144 is an ethanol based octane enhancer added to gasoline feedstocks to meet this mandate. As an ethanol based enhancer, DF-144 is a renewable fuel made from corn, wheat, oats, and other biomass so it decreases our dependence upon foreign oil, while at the same time increasing the marketplace for American agriculture. In addition, DF-144 can consistently obtain octane ratings as high as 168 octane, meaning that it can be blended with lower grade gasoline to obtain the desires rating. In the past, the adding of lead to gasoline did this. Being both environmentally friendly and high octane, DF-144 finds other markets such as Avgas (aviation gasoline) and marine gasoline where it does not pollute the water.

Are there any other customer benefits?

Absolutely. Federally mandated metropolitan areas are not the only ones who benefit from DF-144 blended fuels. With the lower cost of production, DF-144 blended gasoline can reduce the cost of gasoline to the refinery, resulting in lower costs at the pump. In addition, early tests indicate that DF-144 blended gasolines raise the mpg from a conventionally fueled vehicle, whereas mpg performance is typically decreased with MTBE blended fuels.

In summary, DF-144 is environmentally friendly, less expensive, renewable, applicable in warmer weather than the competition, and supports the U.S. agricultural economy as well as the petrochemical industry.

Is there currently a market for DF-144 and is it currently being sold?

It has a huge market. In the United States alone, consumption is 332,000,000 gallons daily. Currently it is being sold sporadically in Kentucky from the original pilot plant, and has been for the past two years. With regards to the market, every drop of DF-144 is pre-sold before the plant is ever constructed. All of the DF-144 to be produced by the plants scheduled to be built between now and June 1999 is pre-sold. We won't build a plant without a contract in place. Keep in mind that a single plant will produce 350,000 gallons of DF-144 daily.

What is the market near-term?

Initially, the DF-144 plants will be placed in the Houston area to meet pre-sold demand. The initial location will be on the state-of-the-art facility of Oiltanking, the world's largest privately held tanker in the world. From a logistics standpoint, there is ample market demand to support several plants locally without the need to look for additional markets, and from the Houston location, DF-144 can be tankered to the eastern and western seaboard or barged up the Mississippi.

What is the market long-term?

California demand alone can support up to seventy plants, and negotiations are underway in Colorado, New Jersey, and several other areas. In December, a sample of DF-144 was sent to Oiltanking's
Amsterdam location for evaluation with their feedstocks. There is strong evidence to support that the European market may be even more attractive than that of the U.S. Negotiations are already underway with several European petrochemical refineries.

What is the summary of the projected market?

Clearly the vastness of the world market for gasoline makes projected market virtually incalculable within a five-year plan, and the rapid growth of hydrocarbon consumption in China alone makes any projections beyond that time frame practically impossible. What can be said however is that with daily U.S. consumption at 332 million gallons daily, a one year projection of four plants operational with 350,000 gallons per day each represents only 0.4% U.S. market penetration and places company gross revenues at $578 million.

What is the competition?

Immediate competition is for the oxygenated fuels market in those metropolitan areas of the United States where federal mandates dictate the use of such blended fuels, where MTBE currently comprises the lion's share of the market. MTBE is currently under fire for contaminating groundwater sources, lakes and the like, so while it aids in improving air quality it contaminates water, so much so that it has already been banned in a number of states. DF-144 is ethanol based and has been EPA tested as releasing no harmful residues.

From a cost standpoint, MTBE has a blend value of 108% and sells for roughly $1.30 per gallon whereas DF-144 has a blend value of 128-168% and is planned at being marketed at around $1.20 per gallon, therefore it takes less of the DF-144 to obtain the same results and is lower in cost on a per gallon basis to boot.

From a refiner's standpoint, not only is his cost lower and his volume requirements lower, but there is an additional 5.4 cents per gallon federal rebate for blends that are comprised of 10% or more of renewable fuels which is not available to hydrocarbon based additives such as MTBE.

MTBE stands for methyl tertiary butyl ether. It is petroleum based, the majority of which is imported into the United States. For the lay person, what is important in the name is that last "E", ether. In several cases, MTBE blended gasolines have been blamed for causing headaches and discomfort to people exposed by as little as filling a car's fuel tank. Several studies have been made as to MTBE being carcinogenic, and a televised news program recently reported a significantly high incidence of engine fires in several older, poorly tuned cars. Clearly, consumer awareness is causing much heat in the direction of MTBE, with no alternative in sight prior to the advent of DF-144.

MTBE comprises roughly 85% of the oxygenated fuel additives, with the second place going to ETBE, an ethanol based additive, also ending with that troublesome last "E", ether. ETBE brings nothing significantly new to the competitive gasoline arena, except that it is a renewable fuel.



To: Binder who wrote (87)2/9/1998 6:19:00 PM
From: Ga Bard  Respond to of 1757
 
What are the projected sales and market share?

As stated earlier, four DF-144 plants fully operational represent only a 0.4% market penetration in the U.S. market and represent $578 million annually at $1.20 per gallon

What are the specific targeted markets?

The principle market is anywhere that ethanol is already established as a feedstock. Primary emphasis is in making industry alliances and partnerships with pre-existing refineries where feedstocks, storage tanks and production infrastructure are already in place. From an economic standpoint, this allows Arcon to spend only $6.5 million per plant where a stand alone facility would increase the cost to $30 million each. In the short term, 21 states, principally in the Midwest are targeted.

What sales strategy will be used to reach these markets?

Approach ethanol blenders and end users to improve their profit margin.

How many locations are there totally at the present?

With regards to the octane division, the first large scale plant is currently being constructed in Victoria, Texas with its location scheduled for Houston, Texas. The plant was re-engineered and patented from a smaller, 100,000 gallon per day unit, constructed in Kentucky and shipped to Dallas, Texas

How many locations are scheduled in the future and the time frame?

We actually have a 15 year signed agreement to lease with Oiltanking out of Houston, with two five year renewable options. To give an insight as to the worth of the DF-144 Octane Enhancer, that facility is a $300 million site and they have leased to us 20 acres for $4,000 a month, which is incredible. The reason we affiliated with them is that they are the largest private tanking company in the world. From a capital point of view, we only have to construct a plant there for $6.5 million whereas if we were to construct one for ourselves with storage tanks for feedstocks and the like, the cost would escalate to roughly $30 million per plant.

Do you have product performance data?

Yes. From a compositional standpoint, we have had extensive testing of DF-144 by independent laboratories confirming its make-up, as well as Reid Vapor Pressure, Octane ratings, and blend values with various feedstocks. Also, the EPA has tested DF-144 blended gasolines for emissions and NOx levels.

Do you have the product economics and advantages?

Yes. An economic proforma has been made on the initial plants and is available for review. Product advantages are more fully covered in the questions concerning user benefits and competition. Simply put, DF-144 is environmentally friendly, is more versatile in its application, accomplishes higher octane blend values with less product required, and has a better pricing structure than its competition. It is derived from ethanol so that it is a renewable fuel, decreases dependence upon foreign oil, supports the U.S. agriculture segment, and has a 5.4 cents per gallon federal tax rebate for those gasolines that contain at least a 10% renewable fuel composition.

What is the present product status?

Both the process and the apparatus have world-wide patents in 134 countries, including the United States. The product has been extensively tested by independent laboratories and the EPA.

Just who is going to buy your products?

DF-144 is an octane enhancer. As such, refineries will purchase it to blend with their lower octane gasolines or it can be blended and sold as a finished product, gasoline to convenience stores, jobbers, gas station chains and the like.

What is your current selling methods?

Primary emphasis is to enter into alliances and partnerships with pre-existing refineries where the infrastructure is already in place and the product is pre-sold before construction of the plant ever begins.

What are the selling methods near-term?

Due to the size of the gasoline market, a continuation of the current method of industry alliances and partnerships is expected to continue.



To: Binder who wrote (87)2/9/1998 6:20:00 PM
From: Ga Bard  Respond to of 1757
 
How does Arcon hope to change the history of bad business dealings associated with the Midland ticker?

The positive business activities of Arcon have completely replaced the business activities of Midland.
Arcon is not a subsidiary of Midland, but is taking it over. The acquisitions coming in are going to be subsidies to Arcon International.

What exact steps does the company plan to take?

We are in the process of changing the name of the company from Midland to our name of Arcon International and getting a new symbol approved, so hopefully Midland can fade off in the sunset.

What is the time frame to complete this takeover?

The shareholders meeting to make that change is scheduled for the first week in March 1998. A filing with the SEC with the new name and ticker symbol will be submitted after that meeting.

Are there any leftover complications from American Coffee Cup?

It has one complication of a $45,000 debt that is owed by American Coffee Cup, which we are currently working to resolve with a $12,000-$15,000 cash settlement.

How many of the old American Coffee Cup directors are still associated with the company?

There is one director on the board, Mr. Wayne Duke who basically came from the New Departure structure from September, but there is no one from the American Coffee Cup side. Mr. Duke will remain on the board for probably one more month and then he will be replaced. With the Arcon directors, there is probably 100 years of experience in the energy industry. With Jim Clark on our board, he took Larcon from roughly $500,000 a year in sales to a billion dollars annually as chairman, doing basically the same thing that we do. John Spriggs was the North American Exploration and Production Manager for Panhandle Eastern and spent 17 years with them. Will McAndrews has roughly 15-20 years in the investment side of the industry, and Dan Fisher has 21 years experience in managing, oil and gas leases and financing. The board of directors right now consists of Mr. Fisher as Chairman, Jim Clark, Robert Fisher, and Wayne Duke, with a couple of high profile industry people that will be brought on to replace Mr. Wayne Duke. There will also be a technical board of four of five that will be brought on which will basically read like a who's who in the industry, with negotiations currently going on in that area. We anticipate making an announcement of those names on or around March 15th.


Will there be a shareholders newsletter that comes out periodically?

Yes. Right now we are planning an update to come out roughly nine times a year, and are thinking of calling it the Arcongram. A shareholder only needs to let us know their fax number or e-mail address, or if they don't have one, we will mail them out. We don't have any intention of becoming news release junkies, but information will be disseminated out on two basic points; when something new occurs, such as a new contract signing on the octane side, and updates on an ongoing project. The nature of the Bob West field fits well within the scope of the latter. If we have something worth saying, we'll say it.

We have signed a five-year contract with Will McAndrews to maintain shareholder communications for Arcon International. He is coming on board as Senior Vice President exclusively for Arcon International. Simply put, Mr. McAndrews has thought enough of the Arcon management to place all of his other activities on hold for the next five years.

Will Arcon use spell checking on its news releases?

The first couple of news releases by Midland on the Arcon reverse merger did have a couple of mistakes on them. Arcon was misspelled by the Texas Business Newswire. We didn't get a copy of the release so we had no control on the misspelling of the name. This is an important issue with many shareholders and we do use spell checking and will continue to use spell checking on all future news releases that originate from Arcon, or any that we have any degree of control over. The second one was a mistake from our office in the urgency and rush to get a release out the day of the reverse merger. The dollars were right, which we were careful and attentive to, but a mistake was made on the bcf (billion cubic feet) of gas reported on the Bob West field which can happen when you think of gas in terms of mmcf and bcf, while dollars are generated per mcf, but rest assured that at least one additional key officer will review all press releases before going out from here. Fortunately for us, the error was to the short side. A correction was made on the third release to address the misstated value.

Is Midland still a holding company?

No.

What about the existing locations throughout the world that Midland owns?

Midland is just a shell. Our due diligence revealed no other holdings or liabilities. The company is now Arcon solely.

What is the time frame for moving to the national listing on the NASDAQ or NYSE?

1998.

How does Midland expect to accomplish this?

By meeting the equity requirements.



To: Binder who wrote (87)2/9/1998 6:24:00 PM
From: Ga Bard  Read Replies (1) | Respond to of 1757
 
How many brokerage houses are presently looking into MIDL at this time?

We don't know how many market makers are looking at Midland at this time, but the market makers have gone from two to twelve. We don't know how many brokerage companies have associations with those.

Do they have any agreements?

We do not have any signed contracts with any brokerage houses. We do have two signed contracts with investment bankers, one being Cornerstone which is acquisition and money oriented and the other being Equity Partners, being ex-Drexel people looking to fund us with convertible debentures and the like.

Can we expect friendly market makers in the future?

Yes. We already have contact with over thirty broker-dealers.

What steps are in the works to close up the spread of the stock?

The key to that is to provide news releases on a timely basis. The strength of the octane enhancer and the Bob West field will speak for themselves.

Sorry but this was all I could get. I did receive everything else inclyding the lab and engineering reports. Again if I missed something let me know but remember this is just getting started.

Thanks

Gary

BTW I will email out the trading log today for those that want it. It was a hoot today after 3 o'clock.