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Technology Stocks : Able Telecom (ABTE) -- Ignore unavailable to you. Want to Upgrade?


To: Dr. Seuss who wrote (513)2/22/1999 10:26:00 AM
From: MangoBoy  Respond to of 700
 
[Able Telecom Holding Corp. Announces Additional Information Regarding Transaction]

WEST PALM BEACH, Fla., Feb. 19 /PRNewswire/ -- Able Telecom Holding Corp. reported today, in further explanation of its release Wednesday afternoon with respect to its 12% Senior Subordinated Notes (the "Notes") and its Series B Preferred Stock, that the Notes and a majority of the outstanding shares of Series B Preferred Stock have been purchased by a third party (the "Purchaser") from the original holders thereof. The original holders of the Series B Preferred Stock retained ownership of an aggregate of approximately 22% of the currently outstanding Series B Preferred Stock. Such original holders of the Series B Preferred Stock also retained ownership of all warrants to purchase common stock (the "Warrants") issued by Able in connection with the initial issuance of the Series B Preferred Stock.

The funds used to purchase the Notes and Series B Preferred Stock were advanced to Able by one of its largest customers. Able then loaned the funds to the Purchaser. The loan by Able to the Purchaser and the advance to Able are each due on the earlier of October 31, 2000 or such date as the Purchaser receives funds, either in redemption of the Series B Preferred Stock, payment of the Notes or sale of such securities.

In connection with the transfer of the Notes and the Series B Preferred Stock, the Purchaser and the remaining holders of the Series B Preferred Stock agreed to either waive all outstanding defaults under such securities or refrain from exercising any remedies with respect to any such outstanding defaults for a period of 90 days from February 17, 1999. During such period of time, Able has agreed to use its best efforts to have declared effective a registration statement covering the resale of shares of common stock underlying the Series B Preferred Stock and the related warrants.

The Purchaser also agreed (i) not to exercise any default remedy until March 1, 2000, (ii) to extend the maturity date of the Notes until March 1, 2000 and (iii) to establish a floor conversion price of $8.25 for all shares of Series B Preferred Stock held by the Purchaser under all circumstances. In exchange for these additional agreements, Able agreed to reduce the conversion price of any Warrants subsequently purchased by the Purchaser from the current holders thereof upon such purchase to a price per share equal to not more than 85% of the closing price of Able common stock on the date prior to such purchase and, if less, to a price per share equal to such closing price minus $3.00.

Further, in connection with the above-described transactions, the current conversion price of (i) Warrants to purchase a total of 375,000 shares of Able common stock has been reduced to $13.25 per share and (ii) of Warrants to purchase in aggregate of 625,000 of Able common stock has been reduced to $13.50 per share.



To: Dr. Seuss who wrote (513)2/22/1999 10:27:00 AM
From: MangoBoy  Read Replies (1) | Respond to of 700
 
[Asensio & Company: Able Recap Fraud Exposed]

NEW YORK, Feb. 22 /PRNewswire/ -- The following is being issued by Asensio & Company, a member of the National Association of Securities Dealers, CRD number 31742.

Last Friday afternoon, February 19th, Able Telcom Holdings Corp. released its seventh press release concerning the so-called Interfiducia Partners L.L.C. recapitalization transaction. Able claimed that this latest
release contained "additional information". In fact, the new release showed that Able's earlier disclosures concerning the alleged refinancing of its defaulted debts were false and fraudulent. Friday's release showed that neither Interfiducia nor any other party has provided Able with any new funding. Instead, Able's new disclosures showed it will reattempt the "pump and dumb" stock operation that it failed to execute last year. Able will attempt to allow the preferred holders to sell an unknown number of privately- obtained Able shares to the public. These sales, if allowed, will not be disclosed to the public buyers and will not provide Able with any new funds. If the "pump and dumb" fails again, Able may again be in default in 84 days.

Able's new release also showed that it had obtained an undisclosed amount of money and then simultaneously lend an undisclosed amount of that money to an undisclosed third party. Able claimed that this third party used the funds to purchase its defaulted notes and convertible preferred for an undisclosed amount. Able called the third party the "Purchaser". The Purchaser did not provide any of its own funds. Able did not disclose if the Purchaser had any ability to make repayment. In fact, the Purchaser may easily be Interfiducia or another shell entity. Yet Able granted the Purchaser certain rights and benefits, including the right to deep discount warrants and declaring a default. By using a "shell" Able has created an opportunity for the Purchaser to extract extraordinary, risk-free profits from Able's public shareholders.

Able has issued false and fraudulent statements concerning a non-existing closing of an asset sale, the benefits of this sale, its defaults and operating results. These false statement were highly promoted and material. We believe they have impacted Able's stock price and caused its current gross overvaluation. Therefore, Asensio & Company reiterates its Strong Sell and Short Sell recommendation on Able shares. Asensio & Company's Able research reports are available at asensio.com.

SOURCE Asensio & Company, Inc.
CONTACT: Manuel Asensio of Asensio & Company, 212-702-8805/