To: Bill Fuller who wrote (9812 ) 8/31/1998 2:29:00 PM From: Norman H. Hostetler Respond to of 13091
Bill, some comments on your interpretation of the lawsuit against Gambrell & Stoltz (all the following are my interpretations of public information, except in the case of two instances where I specify otherwise; I have no knowledge of the specific claims and data that lie behind the complaint filed in the Charleston District Court): 1. The depressed stock price has seriously hurt GRNO by depriving the company of the capital they expected from the exercise of warrants and options that have or will expire worthless, and by making it impossible to register and sell treasury stock without creating massive dilution. 2. The SEC actions and the depressed stock price certainly caused the cancellation of the contract to purchase the Commerce City, CO, waste oil collector, which was to be paid for primarily by newly issued stock, and install plants at that site. The potential revenue losses are substantial, particularly when you include the leveraging effects from the investment of free cash flow into further sites. 3. I don't know the specific reasons other agreements failed, except that in some cases particular other events also contributed (such as the internal reorganization at Evans Systems), but the SEC action would naturally cause any prospective purchaser to pull back, and there may well be explicit evidence about other entities not following through because of the SEC action (strictly hypothetical example: suppose Citicorp provided a deposition to this effect). I presume that the various law firms working on this case since the summer of 1997 haven't put it together without massive amounts of confirming, and I hope convincing, data. I was told once that, at some level (South Carolina law, if I remember correctly), one law firm cannot be involved in suing another law firm without at least one opinion from a disinterested expert affirming probable cause. Hence the deposition from Jones. Other evidence comes out in discovery, court hearings, etc. 4. I doubt there was any attempt to negotiate with Andersen, Gambrell & Stoltz, or their unknown malpractice insurance company, prior to filing the court case. For example, Jones was not deposed until August 24, 1998. So the fact of the filing presumably does not indicate in any way the response of the defendents to the allegations of the plaintiffs. 5. I once asked Bill Carraway about the handling of GRNO's and his legal bills, and was told that there is a careful and strict accounting, overseen by the two entirely different legal committees representing GRNO and Bill & his family, and that at no time since the dismissal of Andersen as corporate attorney in May of 1997 has any GRNO money been spent on defending his actions as an individual (as opposed to his actions as an officer and director of the company, which are covered in the GRNO consent decree). The SEC complaints clearly attribute the alleged fraud to the individuals involved, and not to the company, for example. I admit to a bias in favor of GRNO and Bill (my pocketbook is involved)--I note that it became harder and harder for Charles to keep his opinions out of his summaries as he cranked them out!--but I think the intent of both of us is to apply rational processes to known information in order to develop the most likely explanations. So in the spirit of fair play, I will point out one place where Bill's personal attornies made a mistake: paragraph 160 of the SEC complaint alleges that "By mid June 1998, Green Oasis was trading between $.25 and $.50 per share." Bill's response states "Denied; it traded at $2-1/2 to $3 in mid-June, 1997." =+=+=Norm