To: timmy e. who wrote (66 ) 12/9/1998 1:10:00 PM From: John Arnopp Read Replies (2) | Respond to
Yes, I agree. I posted this on Yahoo earlier, but I'd like to get this board going again. It's not the Internet, but they do capture a lot of eyeballs! ;-)Pursuant to the terms of the CAP Agreement, the Company was and continues to be obligated to issue additional shares of common stock (the "Adjustment Shares") to CAP. The number of Adjustment Shares to be issued is based upon (i) the recognition of any liabilities not disclosed as of August 31, 1997, (ii) certain expenses incurred and paid by the Company in connection with the contemplated transactions, (iii) any negative cash flow incurred by the Company during the period commencing August 31, 1997 and ending December 15, 1997, and (iv) operating losses experienced by, or costs of closing, the Company's Plaza Americana 10 facility in Tijuana (now in full operation and achieving operating profits) and San Bernardino Facility (still in development). The measurement of the operating losses and/or closing costs for the two facilities is cumulative, calculated in the aggregate and will take place on the earlier to occur of the closing of each such facility or December 15, 2000. The Company and CAP have agreed that 1,351,256 Adjustment Shares be issued by the Company to CAP pursuant to the terms of the CAP Agreement and such Adjustment Shares were issued in September, 1998. To the extent there are (a) operating losses at the company's Tijuana and San Bernardino facilities, calculated in the aggregate, for the three-year period ended December 15, 2000, and (b) expenditures in connection with the discovery of liabilities, or defense and/or settlement of claims, in either case relating to periods prior to August 31, 1997, the Company will be obligated to issue additional Adjustment Shares.
