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To: Bruce A. Thompson who wrote (73)12/12/1998 2:02:00 PM
From: Bruce A. Thompson  Respond to of 360
 
What's a Million Dollars Between Friends?
by: bathompson (47/M/Greenville, NC) 441 of 455
The following is a fictional Story..........

Cast of Characters:

Miracles Inc................The Company

Joe Investor................You, Me, The General Public

Corporate Wenie.............Any one of several insiders

Death Spiral................Holders of the Floorless Convertibles

Hypester....................A Mysterious Insider

Act One

The story opens with Corporate Wenie and Death Spiral having coffee one morning on Death's yacht, Bahama Mama, somewhere in the Carribbean. The subject of the mornings discussion is how to walk away with a million dollars each, not go to jail, and live to do it again. Death has an idea about something called floorless. Corporate has a new corporation that just got NASDAQ approval and is selling miracles so the stock price and volume is rising every day.

Two weeks later.....,




To: Bruce A. Thompson who wrote (73)12/12/1998 2:04:00 PM
From: Bruce A. Thompson  Respond to of 360
 
What's a Million Dollars Between Friends?
by: bathompson (47/M/Greenville, NC) 444 of 455
Two weeks later...

Miracles Inc., today announced $6 million in new financing. The money will be used to supply miracles to their newest huge customer that will be buying more miracles than ever sold before. This will be an on going relationship and will result in huge record profits landing immediately on the bottom line.

"OH MY PORTFOLIO LOOKS FANTASTIC NOW" shouts Hypester on the message boards. "BUY NOW BEFORE THIS ONE GOES TO THE MOON"

Joe investor starts toe wetting positions in the stock while doing due diligence. The company looks pretty good on paper and it just got $6MM in new financing so it must be OK. Buy more.

Meanwhile, back on The Bahama Mama, Spiral asks Wenie if he got the Convertible Preferred Floorless issue ready to go yet. The stock price has doubled in the last week and should double again in another week. Wenie says YES, so Death Spiral picks up the satelite phone and calls his broker in New York.
"Short $6 million in Miracles Inc" he says. "Make the proceeds check payable to Miracles Inc. and hand carry it over to them today. They should have some Preferred Stock certificates for you to Pick up when you get there".............



To: Bruce A. Thompson who wrote (73)12/12/1998 2:06:00 PM
From: Bruce A. Thompson  Respond to of 360
 
What's a Million Dollars Between Friends?
by: bathompson (47/M/Greenville, NC) 446 of 455
Floorless Convertible Preferred Stock: A stock issued in security for a loan to a large investor. It carries an interset rate at or above the market payable usually quarterly and in shares of common stock. It is convertible into shares of common stock. While it is unconverted, it is not equity so the stock is not diluted. Since the conversion is figured in dollars but payable in common shares, it is to the advantage of the convertible holder that the share price be as low as possible when converted. This maximizes the return in shares of the company.............

Two weeks later aboard The Bahama Mama.......

"The stock price is getting up there" says Death Spiral. "I think it is time to short some more". "I'll just use the Preferreds as secutity" Picking up the satelite phone, Spiral calls his broker and shorts another $6 million worth of Miracles. The upward momentum stops and moves to the negative zone.

At the same time Corporate Wenie has been busy........

Miracles Inc., today announced the IPO of 6 million new shares of common stock. With the announcement miracles also announced that all of the insiders have filed form 4's notices of intention to sell all shares held by them in the open market. Stock Defective announces that thier research reveals that the insiders intend to short the 2/3 of their holdings that are restricted and can't be sold.

"DON'T WORRY, EVERYBODY DOES IT" Shouts Hypester on the message boards. Retreating from the pressure of all the insider selling, the stock price begins falling. It is now @ 90% of it's all time high.

"Short another $6 million" Death Spiral tells his Broker.......





To: Bruce A. Thompson who wrote (73)12/12/1998 2:09:00 PM
From: Bruce A. Thompson  Respond to of 360
 
What's a Million Dollars Between Friends?
by: bathompson (47/M/Greenville, NC) 449 of 455
Joe Investor goes into work and checks his portfolio on the Internet. Curious as to why the stock in Miracles has dropped 15% overnight, he puts down his coffee and begins to type.....

"IT IS ALL A MISTAKE. IT'S NOT TRUE" Shouts hypester on all the message boards. Joe pulls a Free Edgar and finds the S3's announcing the Floorless and the Insider sales. He panics and pulls up his Datek account. The sell at the market order takes 31 seconds. The stock price dropped another 15% while he was waiting.....

"Short another $6 million" Spiral tells his broker. This time Spiral is in Milan for the Flower Festival. "These satelite phones are wonderful" he says as he kisses the woman one more time and pulls on his jacket. Miracles drops another 15%......

Miracles inc., announced today they have no knowlege of the reason for their stock dropping to under $.25. "Why, just last week, the price was over $16" says Corporate Wenie as he boards the corporate jet. Destination not revealed.................



To: Bruce A. Thompson who wrote (73)12/12/1998 2:11:00 PM
From: Bruce A. Thompson  Read Replies (3) | Respond to of 360
 
More from TSC
by: portfolio_mngr 450 of 455
Top Stories: Coyote Insiders Register to Sell Shares
By Kevin Petrie
12/9/98 10:07 AM ET
Just a month after securing a listing on the Nasdaq, Coyote Network (CYOE:Nasdaq) has given notice that some of its backers and executives will be free to sell as many as 5.4 million shares as various warrants are converted into stock. Currently 10.5 million shares are outstanding.

Coyote stock has risen from about 10 to as high as 16 3/4 since joining the Nasdaq Nov. 5. On Tuesday, shares dropped 1/4 to close at 14 1/4

According to documents filed Dec. 3 with the Securities and Exchange Commission, numerous insiders are poised to sell huge chunks of their holdings. These stockholders say in the filing that they might make the unusual decision to short their own company's stock. By selling shares short, a person aims to profit on a fall in the share price.
Company spokesman Tony Squeglia says Coyote insiders are simply registering stock that underlies warrants they received in the summer of 1997. He denies that managers intend to sell, but that's exactly what this registration will enable them to do.

"You don't file an S-3 unless you plan to prepare your shares for eventual sale or some kind of trade," says Bob Gabele, president of CDA/Investnet, a service that tracks insider trading. He says those trades might include hedging, shorting or selling. "Somebody's thinking about selling stock."

At the time of the registration, the shares were trading at 16. Using that price, as much as $86.6 million in stock will be offered for sale.

CEO James Fiedler will be able to offer one-third of his position for sale, according to the S-3 document, which says he can sell up to 183,750 shares. That includes stock obtained through warrants that were priced under $3 per share when issued in mid-1997.
His spokesman and partner Tony Squeglia has the ability to sell about 16,000 of his 42,000 shares, some obtained through warrants priced under $3 per share. Still, he insists they will not pull out.

"The management of the company is not selling shares," Squeglia says, speaking only for himself and Fiedler.

Michael Fantetti, an outside investor, can choose to divest himself of 33% of his stake, worth $1.9 million if the $16 share price holds. Fantetti had obtained warrants that are exercisable at $2.86 per share. Squeglia did not call TSC back with a phone number or address for Fantetti.
But someone using the alias "mfantetti" has been an aggressive defender of Coyote on the Yahoo! and Silicon Investor message boards. "This company is poised for an explosion in revenue, and of course earnings," "mfantetti" wrote early on the morning of Nov. 26. According to SEC documents, Michael Fantetti on Sept. 8 filed a Form 144 -- a notice of the proposed sale of restricted securities -- to sell 22,000 shares.

Also filing to sell is the JNC Opportunity Fund, administered by Olympia Capital in Bermuda. JNC will be free to sell 2.6 million shares worth $41.6 million (again, assuming a price of $16 a share). An Olympia official took a message for JNC management, but JNC did not return inquiries by TSC.

New York-based hedge fund Strategic Restructuring Partners is registering all 1.3 million of its shares, although managing partner Richard Haydon says he doesn't intend to sell. Haydon's portfolio also includes warrants that are exercisable at less than $3 per share.

Another bearish sign: The SEC registration document says these stockholders might short shares of Coyote.
"From time to time the selling stockholder may engage in short sales [and] short sales against the box," the document says. Neither the SEC nor the Nasdaq has any rules barring insider short sales, but Gabele calls this type of provision a "yellow flag."
Sometimes insiders decide individually to short or somehow hedge their positions, Gabele says. But it is unusual for a company to state this possibility outright in an SEC filing.

--------------------------------------------------------------------------------




To: Bruce A. Thompson who wrote (73)12/12/1998 2:22:00 PM
From: Bruce A. Thompson  Respond to of 360
 
Whats a Million Dollars Between Friends?
by: bathompson (47/M/Greenville, NC) 451 of 455
Miracles Inc., today announced they are looking for a strategic partner to help increase shareholder value. The stock price, which has been languishing at $.005 for the last two months has been decimated by the merciless conversion being done by the Preferred holders. To date they have converted $1 million to common stock which accounts for the shares outstanding increasing from 5 million to over 200 million shares.........

Miracles Inc., today announced they are filing Chapter 11 Bankruptcy. They blame the convertible preferred issue for their inability to obtain new financing to fund current operations. First in line for the assets of the company are the convertible holders (Bahamian Corporations all) who still are owed over $4.5 million dollars in unconverted Preferred shares....





To: Bruce A. Thompson who wrote (73)12/12/1998 2:35:00 PM
From: Bruce A. Thompson  Read Replies (2) | Respond to of 360
 
Whats a Million Dollars Between Friends?
by: bathompson (47/M/Greenville, NC) 452 of 456
Epilogue........

It is Carnival in Rio now and the weather is perfect. Wenie and Death Spiral are sitting on the upper deck of the much larger Bahama Mama II. They are discussing a recent venture.....

"Did you notice that we didn't have to pay Hypester anything?" says Wenie

"I told you so" says Spiral "One of them shows up every time. That is what makes this job so interesting".

"Do you think he will still be there when we bring the company out of Bankruptcy?......................

Feel free to post this story anywhere and any time you feel it is appropriate.

Bruce