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Gold/Mining/Energy : American Eco (ECGOF, ECX on Toronto exchange) -- Ignore unavailable to you. Want to Upgrade?

To: gsun who wrote (1702)	2/14/1998 1:59:00 PM
From: Duncan	Read Replies (1) \| Respond to of 2841

It's my belief that ECO's acquisition of DBCO will go through...in time...primarily because ECO has the majority backing of DBCO's board...except for Marangere and/or Matossian...not to mention the backing of a disenchanted and vocal group of DBCO shareholders...hence the reason for the drop in DBCO's stock price yesterday. From my experience in semi-hostile takeover situations, I don't believe this shareholder Committee will be successful in removing Marangere or Matossian...but their behind the scenes pressure will almost certainly help ECO's attempt to buy out DBCO. On a different note, let's not be surprised by the latest DBCO move. As I noted here or on the Motley Fool board...can't remember which, management's golden parachutes were not that significant...relative to some that I've seen...so it's fair to assume that Marangere and/or Matossian botched this deal because they are 1) certain they will be terminated and 2) want a larger payoff. It's amazing how individuals can put their own interests in front of shareholders'...but that's greed for you...and that's the very reason DBCO has performed so lousy...but it's also the very reason ECO has a huge opportunity. So I thank those greedy bastards...and am happy to wait on the sidelines through this soap opera. Furthermore....<<By ROBERT GIBBENS For The Financial Post ÿSources near the talks said the main sticking point is Dominion management's claim for compensation for being ousted under the bid. ...>> Bingo!!! If ECO is working with good legal counsel...and I assume they are...it's my guess that ECO's Letter of Intent offer specifically asked for a reduction or delay in paying out the golden parachutes. This is one of the many conditions / negotiating points usually put in Letter of Intent arrangements...and the very one that upset Marangere and Matossian...just speculation on my part. It's a chess game. Perhaps Mike McGinnis knew Marangere would shoot himself in the foot...create a faction within the DBCO shareholder ranks...and ultimately lower the value of DBCO. If so, McGinnis may have just pulled out his trump card. Looking good from my vantage point. Duncan

To: gsun who wrote (1702)	2/14/1998 2:00:00 PM
From: Duncan	Read Replies (2) \| Respond to of 2841

Does anyone want to guess ECO's EPS release date--I do---It's going to be Thursday, February 19th...in the morning. Good news is usually released on Tuesday's and Thursday's. By the way, this date has not been confirmed by anyone at ECO. It's simply my best guess...based on the following circumstances. Why do I assume this date? Did you see the EIF press release on February 12th...confirming the completion of their $10 million credit facility with La Salle Bank? Do you remember the fine print in EIF's last 10Q? The language that stated the following--paraphrased of course--EIF has until February 18th to pay back ECO's $17.6 million note payable...or convert that amount plus interest into common shares of EIF. In addition to the $17.6 million note payable to ECO, ECO also owns 8.8 million shares in EIF with a buy back clause of $0.65/share...for a nice tidy profit to ECO. That's $5.7 million of cash to ECO...which could be paid with the $10 million credit facility. Now, has anyone seen the February 18th date from EIF's 10Q extended? I certainly haven't. So...ECO will probably wait until Thursday to announce their year-end results...and combine the solid earnings announcement with good news regarding their investment structure in EIF. So...you may ask, will EIF pay off the $17.6 million note in cash...or will they convert the note payable into EIF shares? Maybe a combination of both...but at this point in time, EIF doesn't have enough cash to pay off the full note plus buy back ECO's shares in EIF ($5.7 for the 8.8 million shares + $17.6 million in notes payable = $23.3 million). Here's what we do know from Fradella's statements, his interests, and from other EIF posts on this board. Fradella wants ECO out of the picture completely...and EIF is apparently turning itself around with the Manta acquisition...but needs more capital or access to a capital rich investment partner. So what's the best strategy for EIF (and ECO) as of February 18th. Here's my guess--- 1) announce the conversion of the $17.6 million ECO note payable plus the accrued interest amount into EIF's common shares. This conversion needs EIF shareholder approval (hence a proxy filing) to increase the number of authorized shares in EIF. The conversion price of this Note into common shares shall equal "85% of the five day weighted average closing price of the common shares of EIF", as quoted on the "pink sheets immediately prior to the conversion date." I suspect once the new shares have been authorized, EIF will buy back the 8.8 million shares currently owned by ECO. Why wait? EIF probably wants ECO's affirmative proxy vote with the 8.8 million shares they currently own. Now for some more speculation. Once the EIF note payable is converted into EIF shares, I suspect EIF will have an outside investment partner buy out ECO's shares at a profit...and that partner will take a controlling interest in EIF...but give EIF the necessary capital they need for long term growth. Seeing as the February 18th date was noted in EIF's last 10Q, I suspect this investment partner has already been lined up. Therefore, if EIF converts the $17.6 million note payable at a price which approximates $0.39 (yesterday's close) * 85% conversion rate = or $0.33/share...EIF will need to authorize another 53 million shares. Now assume an outside investment partner has already been agreed to buy out ECO's newly converted shares in EIF at $0.45/share for $23.85 million...ECO will see a profit on these shares of about $6 million....and have a lot of cash going towards the DBCO acquisition---$5.7 million from the 8.8 million shares + $23.85 million = approx. $30 million. Obviously this amount could be more or less, but this appears to be the direction ECO / EIF are going...and that's why we won't see any earnings announcement from ECO until Thursday, IMO. ECO apparently wants to hold a conference call regarding their year end earnings...and I suspect they also want to tell the investment community what's transpiring with their EIF investment / loan and how they will finance a potential acquisition/merger with DBCO. And by the way, don't send me to butcher shop if the aforementioned guess is wrong. Duncan

To: gsun who wrote (1702)	2/14/1998 6:42:00 PM
From: R. M. Rosenthal	Read Replies (1) \| Respond to of 2841

>>My belief is that the "committee to revitalize DBCO" is the worst kind of predator a public company can encounter.<< Especially in this case, where the ringleader is, IMO (from close-up experience), as much a greedy, lying, sleazebag as any of DBCO management. Messrs. McGinnis et al better have this fully in mind should they have any dealings whatsoever with "The Committee." Below is part of what DBCO mgmt had to say about The Committee via last summer's Business Wire: >>''The Committee, composed of three members, who own a mere 2000 shares of Dominion Bridge, offers no plan to revitalize or restructure the company, provide any new financing or offer any premium to other shareholders. However, the Committee proposes changes in the company's bylaws that would invest in its chairman John D. Kuhns all powers to appoint officers, divesting board members of their ability to fulfill their fiduciary responsibilities. The proposal contravenes the provisions of the Delaware General Corporation Laws." ''Public and court records indicate that members of the Committee and their advisors have been involved in violations of security laws and have destroyed the companies with which they have been associated."<< Buzzards of a feather in my book. RMR