To: Milk who wrote (4507 ) 5/4/1998 6:18:00 PM From: Milk Respond to of 6654
** CROSS POST FROM RAGING BULL ** (converted to lower case, easier to read - M.) Title : calls to cvia office//thoughts author : george1111 date: monday, 4 may 1998, at 5:26 p.m. in response to : re: let's do it, posted by king kaa the viii on sunday, 3 may 1998, at 11:59 p.m. hi i am a cvia shareholder who is looking for price appreciation of this public shell. I am speculating that it will occur, although it still remains to be seen whether wotd can or can not bring value and price appreciation to cvia and its shareholders. i have been lurking on the si thread for some time now, however i am not a member, so i cant post there. it seams that all parties have been on a rollercoaster ride as the details of the pending merger/split have been announced and 'adjusted'. since i began investing in the market, i am learning just how ****important**** it is to perform my own dd. Often times in the past i have not done enough dd, or i have relied too much on the dd of others (which is very easy to do when following the si threads). I urge everyone with a financial or educational interest in cvia, to due their ***own dd***. One should not rely on the words of a third party, when one can go straight to the source(s). for all of the challenges that cvia and its shareholders have gone through, jack arnold has been open to hearing and discussing the relevant issues. There are not many otc:bb companies who are willing to be as available as jack has been. I may not agree with all of the details of the cvia/wotd merger/split, but at least i have had the opportunity to discuss the issues with jack, and for this i am grateful. i am posting some of the notes from my discussions with cvia. I have learned a lot from other posters, and i am trying to do my share to add to the pool of 'information' (even if this 'information' is freely available to anyone who chooses to inquire about it from the numerous resources available). And still, i urge everyone to do their own dd. There is no excuse for investing your money, and then refraining from your due diligence. all of the following notes are my paraphrased impressions of what jack or keith have said to me: wednesday 4/29/98 w/jack arnold 1) if cvia/wotd deal dies, then jack will look for another company that would be interested in the cvia shell 2) all the work over the past few months will make it easier to actually do a deal with another co 3) jack is trying very hard to make the wotd deal work 4) currently cvia's best deal is with wotd 5) cvia/wotd corp reorg going through many incarnations 6) tax code reorg a and b wont work (could cause $400,000-500,000 tax hit for wotd) 7) tax code reorg c is the most tax advantagous (cvia buys wotd with cvia stock) 8) if deal goes through, than it will be cvia acquiring wotd through a c reorg 9) share reorg may change due to shareholder concerns 10) reverse split ratio (1:300) may change, but probably wont 11) warrants/options may be issued as part of share reorg 12) working on 10-k 13) easily received an extension for 10-k filing from the sec 14) news will be out as soon as deal is finalized 15) if there is a major corporate reorg, then most of the $2m taxloss carryforward will be lost 16) jack working for the benefit of the shareholders 17) jack does not own enough of cvia to file with the sec (5% or more) 18) jack reads the si thread everyday, at the end of the day 20) many si posters who are negative don't speak with jack monday may 4,1998 w/keith news due out this week (earliest tuesday 5/5/98, latest friday 5/8/98) deal is on as an acquisition here are my thoughts about the notes: a) if the current share reorg remains as it is, the opportunity for the business model and for all invested parties is very limited and will probably fail b) if the corp reorg takes place with an appropriately adjusted share reorg, then the business model has a much better chance of succeeding, and there will be a greater chance for a financial upside to the invested parties. The next step to sucess, would be to see how well wotd management wil be able to execute the business. c) if the corp reorg does not take place, then jack may be in advantagous place to shop around the cvia shell. Hopefully with the experience of the past 6 months, many pitfalls could be avoided with prospective acquisition/merger partners. d) if cvia acquires wotd with cvia stock as opposed to cash, there is a much greater incentive for wotd principals to reduce share dilution with a 'large' share reorg, because the wotd principals will be diluting their own worth (although, if they plan on issuing themselves 'large' amounts of post split shares, then the pre split share dilution may not mean much to them). Additionally, if cvia buys wotd with cvia stock, then in order for wotd principals to make any 'real money', they will need to execute the business in a manner that will make cvia a profitable growth company. things that i would like to see: 1) more transparency in wotd management to the public 2) more consistent news releases with relavant followup info in a timely manner (preferably through newswire pr's, though postings on the www.cvia.com, and perhaps the forthcoming www.wotd.net website, would be better than nothing) 3) restaint in posting personal attacks on others who each of us may be frustrated with 4) an 'appropriate' share reorg that benefits all parties 5) success for all those materially invested in cvia/wotd. thanks for bearing with me during this ***long post***. i wish you all well... george p.s. remember, do your own dd, and investing is a very risky endeavor. p.p.s please feel free to cross post on si.............thanksragingbull.com