To: Gary Lutz who wrote (3663 ) 6/16/1998 12:32:00 PM From: Dusty Respond to of 4142
To All: Tuesday June 16, 10:51 am Eastern Time Midland Inc rescinds merger with Arcon DENVER, June 16 (Reuters) - Midland Inc. said Tuesday that it is rescinding its reverse merger with Arcon Energy Inc. and that John Spriggs, who replaced Dan Fisher as chief executive last week, has resigned. Comment: Gary explained reasons for this and it is my understanding that John Will step back in as soon as feasible. As I understand it, John Spriggs is the COO of Arcon, and the one with the patent rights. If so we are back in business. All we lose is excess baggage (Dan Fisher). In January, Midland said it had acquired Arcon -- a company that makes a high quality gasoline blendstock that is rich in octane and oxygen -- in a transaction valued at $50 million, paid for with the company's preferred stock. As part of the ''reverse merger,'' Arcon was to take over management of the combined company. Arcon's Dan Fisher was named chairman and chief executive, and John Spriggs was named president and chief operating officer. Last week, Dan Fisher resigned and John Spriggs was named chief executive. Midland said it has stopped transfers of stock to Dan Fisher and has hired a lawyer to assist with litigation. The company said Spriggs has agreed to cancel his 50,000 Preferred Series ''B'' shares. Comment: This act on John's part indicates to me he is greatly concerned about the shareholders and the mess DF has made. I think he deserves a chance to do what he can to salvage things. Midland, a holding company, said it is negotiating with other parties about acquisition and joint venture possibilities. Midland stock traded at $0.53 a share Tuesday morning, down $0.09. Comment: It is my guess that Midland is looking for a JV partner to market the product and that is not all bad either. I think it was mentioned that there are others who do not wish to take on a JV partner because of losing control of assets, money etc.. I would think if it were possible to market the product without a JV partner, that would be the way to go as it would leave all control, assets and money with the company. It might take longer to accomplish some goals but it could be done and would also benefit the company and the shareholders. Remember, it is not over yet. It is in the best efforts of all to avoid pointing fingers and making accusations. Let's all pull the wagon and unite! We invested in a shell and had nothing. Then Arcon came along and we all continued to accumulate based on a product, DF-144 that still exists! It will take time to sort it all out but that is part of investing in GROWTH companies on the ground floor. The rewards can be high but so can the risk. I will be holding firm and staying the course, patience is always the better choice. If it takes 5 weeks or 5 years I will remain a long term holder. I believe in the end those who remain steadfast will be a winner. Dusty :o)