After careful consideration we have come to the conclusion you believe has been yours all along.
We did not choose to debate the issue in public forum, however, we chose to respond in the manner which we did and are doing so because the rescission was announced in a public forum and came as a complete surprise to HK BONER et al. CSMA Management never once attempted to contact HK Boner, let alone discuss or negotiate for information or confirmations regarding any matters they announced as their so called reasons for announcing a rescission of the LPS transaction.
HK Boner finally finds some contemporary ground with you Greg, in that you are correct. This matter should have gone to arbitration initially and after the results, CSMA would have had the responsibility to announce the decision. Since there was no arbitration the announcement was incorrect (false) and was designed to damage HK Boner et al and, as usual, inconsistent with good management and/or good judgment. It seems to HK Boner that you may want your management team to have at least minimum skills and just a touch of good judgment. We believe CSMA Management chose this forum deliberately to provide you false and misleading INSIDER INFORMATION in furtherance of a cause they know they can't win in arbitration.
We know that at least one of your Dave Smiths is a man who has been paid with stock of CSMA and is delivering you INSIDER INFORMATION when, in fact, he is the man who sold LPS Ltd. on CSMA and received a 400,000 share fee for doing so. We wonder what he is getting paid to be one of your Dave Smiths now. We went to his home yesterday to deliver the information he requested to be sent to his home fax, since he requested the information from Brian Hooks and was told we would deliver the information personally. No one was home or at least no one answered the door. We were in hopes of having a visit to learn what the going prices for this kind of work are.
Since arbitration is now considered by all, (including HK BONER et al) to be the proper method for solving the matters before us, we are now stating we will take this matter to arbitration. The timing for initiating arbitration will be immediately after the planned August 22, 1998 shareholder meeting, at which time HK Boner will vote its shares and the proxies it holds to approve the Buffalo Capital IV transaction and to approve a new identity for CSMA and most importantly to approve a new slate of Directors for CSMA as will be shown later in this post.
Just so you know, we are not stupid, as you may pick up on when you read the resumes (this will be a real test) of our proposed slate of Directors. HK Boner et al doesn't believe CSMA will actually hold this shareholder meeting since it is eminent that the transaction will pass and this management will finally be accountable. We don't believe CSMA's Management will place itself in jeopardy of losing the golden goose.
HK Boner challenges CSMA Management to actually hold the meeting and approve the transaction. We promise you, the minute they do so we'll file for arbitration, but not until the playing field is level and these people are accountable. See how effective you are! You've made us see the light. Thank you! We are certain you will be happy with your results.
The resumes for our proposed slate of Directors includes, but may not be limited to the following:
David Beynon
CEO-FPC Alliance Ltd., (Jersey)- Mr. Beynon graduated from Warwick University in the United Kingdom with a degree in Education and Dramatic Arts. He began his career in the Financial Services Industry in 1973 as a Company Representative for two U.K. companies. He spent 17 years with Allied Dunbar, the largest direct sales insurance organization in the U.K.
He began as a commission based salesman and progressed to become one of six main Directors, running a 9,000 person strong Company. He was then recruited to take over all the insurance business for Midland Bank in the U.K. as Chairman and CEO of the products company.
He was then asked to join the Rothschild organization, initially to set up a specialist mergers and acquisitions group for the maturing U.K. Financial Services Market. Following the formation of this Company he then took over as CEO of J Rothschild International Insurance, a Dublin based offshore insurer. He developed distribution outlets across South America and Southern and Eastern Europe.
In January 1996 he resigned from the J Rothschild group to set up his own consulting operation, working in the U.K. USA and Europe. After 23 years of experience in the Financial Services Industry, he has developed wide experience in all aspects of the business as a CEO.
Hugh J. McDonald
Hugh J. McDonald, is a profit oriented chief executive and executive leader with over 30 years of experience in domestic and international management, with emphasis on financial control, sales, over marketing and manufacturing strategies and productivity. Currently Mr. McDonald is President and Chief Executive Officer of Financial Motivation International, and an Executive Officer of Pacific Prudential Properties, Inc.
From 1982 to 1991 Mr. McDonald served as an executive of Jeffries Banknote Company, serving the last four (4) years of his Jeffries employment as President. Mr. McDonald spent in excess of thirty (30) years as a printing executive.
Mr. McDonald received a B.S. in Marketing from the University of Southern California in 1961 and completed the Graduate School of Business from the same University in 1974. Some of his affiliations include, Jonathan Club of Los Angeles, Delta Sigma Pi, past Director of the Intra-Science Foundation, Los Angeles Central City Association, Flint ridge Sacred Heart Academy, Printing Industries of Southern California, and he is a Regent of Cathedral High School and the Grandview Foundation.
Timothy H Frisby
Timothy H. Frisby, age 52, has over thirty years of varied business and management experience in both manufacturing and financial services. As an owner/manager with his own family business, Mr. Frisby served in several capacities over twenty years, including VP GM for what was considered one of the most successful and highly regarded companies within their industry.
After the family business was sold in the mid eighties, and upon completion of a five year management contract, Mr. Frisby left the manufacturing business to develop a business in financial planning and investment management for the entrepreneur and small business owner. Today Mr. Frisby and his partner, provide strategic financial and investment management services through two companies which emphasize "risk adjusted" investment strategies and "tax advantage" planning for their clients. His business is located in southwest suburb of Chicago.
Mr. Frisby holds various securities and insurance licenses, and is a graduate of Marquette University where he majored in Marketing with a minor in Economics. Mr. Frisby is married with four adult children, and two grandchildren.
John M. Coutta
1991 to Current Date - President of Bizcom Corp. an insurance marketing company specializing in marketing various types of insurance products to this country's 50 Million Plus Man & Woman Union Market.
1988 to 1991 - Vice President/Product Manager with a publicly traded New York Stock Exchange Corporation, Sensormatic Corp (SNSR)) who is the world's largest electronic theft prevention firm who had purchased my corporation, Rail Mfg Corporation in 1983 for several million dollars.
1971 to 1983 - President Rail Mfg Corporation. A corporation that I formed to fill a unique market niche in this country's multi-billion "Internal and External Theft Control" market. Among my responsibilities as the founder and head of Rail Mfg Corp's Research Department, I was awarded nine (9) US and foreign patents from which I received royalties from Sensormatic Corp for five years.
1964 to 1974 - I was an engineer with various Aero Space firms such as GE Corp, NASA, Arnold Engineering Development and worked on various projects that contributed to put man on the moon.
1958 to 1964 - Attended the University of Tennessee and worked through school majoring in Mechanical Engineering.
Steve Biggs
J. Steve Biggs, founder and owner of J. S. Biggs & Company, Inc, (JSB&Co) has over 30 years of management experience in a wide variety of manufacturing operations. Mr. Biggs' management experience includes world scale production of synthetic organic compounds (ethylene, propylene, butadiene, propylene glycol, ethylene oxide, ethylene glycol), management of one of the worlds largest production sites for plastics and specialty polymers (low density polyethylene, linear low density polyethylene, high density polyethylene, chlorinated polyethylene, methyl cellulose, styrene-isoprene block co-polymers), management of fabricated products manufacturing (polyethylene film products, styrene film products, Ziploc brand plastic bags), and management of world scale inorganic manufacturing operations (soda sh, sodium bicarbonate, borax, boric acid, sodium sulfate, and potash).
Prior to establishment of JSB&Co, Mr. Biggs performed a number of management duties for large, global manufacturing companies.
During his 4 years with Harris Chemical Group, Inc., Mr. Biggs performed consulting duties as Vice President of Engineering for Harris Chemical, N.A., was the first Vice President of Operations for North American Chemical Company, Vice President of Operations for White River Nahcolite Minerals, Ltd and Chairman of the Board of The Trona Railway Company, Inc.
Mr. Biggs spent 23 years with The Dow Chemical Company in various management capacities. He had manufacturing management responsibility for some of Dow's largest and most profitable businesses including ethylene, polyethylene and consumer products. Mr. Biggs was a member of the Joint Venture Team, the Operating Committee and served as Director of Manufacturing for DEXCO Polymers - a Dow/Exxon Partnership. Mr. Biggs had responsibility for the design, construction, start-up and operation of the company's only manufacturing facility.
Mr. Biggs holds a B.S. degree from the University of Alabama in Chemical Engineering. He has successfully completed programs in the Executive Education System of the Harvard University Graduate School of Business Administration.
Mr. Biggs is a Distinguished Fellow of the College of Engineering of the University of Alabama, and an Outstanding Fellow of the Department of Chemical 'Engineering of the University of Alabama. He serves as a member of the Board of Directors for the Capstone Engineering Society and as a Chairman of the Advisory Board for the Department of Chemical Engineering of the University of Alabama. Mr. Biggs is a member of the Board of the Fellowship of Christian Athletes in the Mobile, Alabama district.
These men have agreed to serve CSMA as Directors through a turn around phase as is required to legitimize this companies' management and establish a strategy for making CSMA the company its shareholders believed it was. Stay tuned Greg, even genius' are learners who have a never ending need to grow wiser and more sage over time.
HK Boner |
