To: Steve who wrote (1113 ) 3/31/1998 12:21:00 PM From: Psycho Killer Read Replies (2) | Respond to of 2232
Yep -- I think he turns 67 in May! I did a little digging into the HNLY board, and here's what things look like, at least according to the public records I could find. As of HNLY's May 17, 1998 "Annual Report" filing with the Florida Department of State (a report which is an undetailed one-pager), there were 3 directors: (1) Martin B. Swarzman (who, interestingly, included in the report a change from "Martin B. Swarzman" to "Martin Swarzman" without the middle initial); (2) John A. McNiff; and (3) Daisy Campos. Daisy Campos appears to be the youngster of the group; I think she's about 40. She's been with HNLY and its predecessor companies for some time (earlier under the name Daisy Puns). I can't find much information on her, other than that she was involved in owning and/or running a pet shop with some relatives for a while. My best guess (and it's only a guess) is that she is essentially an employee of HNLY who exercises little independent judgment. I could be way off, however. John A. McNiff, Sr., according to the Advent Technologies Form 10-KSB for the FY ended 3/31/94 (containing last audited financials provided by the company to the public, I think!), is (among other things) the president of the Off-Shore Investment Fund, Ltd., "a mutual fund listed on the Bermuda stock exchange." His address is listed as being in Bermuda. [The Advent board was different from the HNLY board in that (at least as of the last 10K-SB), Daisy Campos was not a director, and a guy named Bernard Wolfson was a director -- so the board was Swarzman, Wolfson, and McNiff.] My impression, from the 10K-SB and other things, is that shareholders should not count on HNLY's board to keep Mr. Swarzman's self-aggrandizement under control. I also find it kind of scary to see a director who runs a mutual fund in Bermuda -- has the feel of a conduit for who knows what kind of buying and selling. Here's one deal that Advent directors Swarzman and Wolfson cut with the company they controlled: In 1992, Advent borrowed $50,000 each from Swarzman, Wolfson, and two other shareholders, Fred Buschbaum, and Dao M. Lee. The company issued each of these guys a promissory note with a 10 percent interest rate, and made the debt convertible into stock at 50 cents a share, "subject to adjustment in certain circumstances." Advent repaid Buschbaum and Lee, but Swarzman and Wolfson "agreed to extend the maturity date of the promissory notes" -- with the price for this gracious act being that the conversion price was dropped to A DIME A SHARE (meaning that Swarzman and Wolfson each could get 500,000 shares in return for their original $50,000 "loans" to Advent!). I don't know for sure what happened to the Swarzman and Wolfson "loans" to Advent. It appears that Swarzman took the 500,000 shares, since the Schedule 14A field by Advent in August 1994 shows him with 500,000 more shares than does the earlier 10-KSB. (The 14A shows Wolfson with the same number of shares as does the 10-KSB.) The self-dealing disclosed in Advent's public filings is amazing. Heaven knows what Swarzman et al. have been doing in the three-plus years since they've made an SEC filing! -- Jim