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Microcap & Penny Stocks : ROTI - Harvest Restaurant Group Inc -- Ignore unavailable to you. Want to Upgrade?


To: Edward Mamula who wrote (1016)1/3/1999 1:27:00 PM
From: chalu2  Respond to of 1702
 
Edward, the description of Redemption rights may be accurate.

However, the description of Optional Conversion rights is erroneous, or incomplete. The authoritative source of the ROTIP Preferred rights must be the Prospectus under which they were issued, which is the Cluckcorp Intl. 424B dated June 12, 1997 (available on EDGAR). Page 35 contains a thorough description:

Optional Conversion. The holder of Preferred Stock has the right, at the holder's option, at any time after nine months from the date hereof, to convert any or all such shares of Preferred Stock into Common Stock. The number of shares of common stock issuable upon conversion of a share of Preferred Stock (the "Conversion Rate") is equal to $10.00, PLUS ACCRUED AND UNPAID DIVIDENDS THROUGH THE DATE OF CONVERSION (to the extent unpaid within 15 days following the date of conversion), divided by $3.70 (the "Conversion Price").

The $10.00 divided by $3.70 gives us the 2.7 to 1 ratio.

Edward, it seems clear to me that no such rights were described in the Preliminary Proxy. When I recently converted 1000 ROTIP shares (just got notice of this yesterday), I got no dividends at all (perhaps I have to wait the 15 days). Others who post here seem to indicate that they got less than 30 cents per quarter per share in dividends, measured by the value of the ROTI common shares they received as "dividends." The fourth quarter traditionally ends on December 27, so two quarters should now be in arrears. I suggest that ROTIP holders double-check and triple-check to make sure the relevant formulas are being accurately applied.