To: TJG who wrote (1787 ) 6/30/1998 3:06:00 AM From: Kurt N Read Replies (1) | Respond to of 7039
Midland, prior to merger with Arcon was a clean shell (no assets/no liabiities). Liquidation deals with assets/liabilities only (ie. corporate shell intact). A dissolution entails a liquidation, money from the liquidation distributed to shareholders, and terminates the shell. >>In the event the Company is liquidated, dissolved or wound up, the Company is required to pay out of the Company's assets $21.00 per share of Series A Preferred Stock before any payment may be made to holders of the Common Stock.<< Comment: If the company does not make a payment to holders of MIDL, then they are not required to pay the MIDLP holders. So why, do a liquidating trust if in the end nothing is paid out to shareholders and the company keeps whats left??? Answers/reasons: #1: Cleans corporate shell #2: By getting the brokerages/firms to put those in a trust (the MIDLP fisher has in his accounts offshore/US and cash from MIDLP sold offshore/US) in addition to other Midland assets (ie. nothing) the money/MIDLP is protected. [fisher can't take it and run away never to be found, but neither can Midland take it outside the trust until ALL liabilities are settled/discharged/cancelled]. #3: fisher claims the money/MIDLP is his. In order for him to get it, he must sue the trust and not Midland. He must also prove that he is entitled to it in a court of law. Midland can prove that he is not entitled to it. #4: Assuming all liabilities (including fisher's claim) are eliminated/taken care off the trust can be terminated, after returning the assets (MIDLP shares + cash) to the company. MIDLP shares will probably be retired. Trust is like a safety blanket. Worst thing is that Midland is an empty shell. Better thing is Midland an empty shell with $$$. Even better is that $$$ in conjuction with Midland shares working a deal with John Spriggs and DF-144. [or some other excellent revenue/profit generator aquisition]. Kurt