To: stockvalinvestor who wrote (136 ) 3/15/1999 12:04:00 AM From: VivB Respond to of 179
Kenneth, It is my understanding that Insider trading information is generally for "new purchases" of stock or, as in the case of Vice President Dan Muttart, an initial filing. The company's president and CEO, as of 1997 form 10K, controlled 94% of the voting power since he owns all of the Class B common shares and 65,100 of the Class A common shares. That certainly seems like a significant stake in the company to me. I have not read all the old financial statements but information in the footnotes of the 1997 10K indicates that in 1993, the company switched from a "Subchapter S" corporation to a "C" corp. This switched created the existence of the Class B common and various other stock related agreements. Since there is a note due to a former shareholder, I assume that may have included a cash out of previously taxed retained income by the old "S" corp. FROM 1997 10K on file with SEC: "CONTROL OF COMPANY P. Michael Coleman, Chairman, President and Chief Executive Officer of the Company, and his family beneficially own 65,100 share of Class A Common Stock and all 3,435,000 shares of Class B Common Stock outstanding,representing approximately 94.0% of the total voting power of all classes of voting stock of the Company. As a result, Mr. Coleman will be able to elect all of the Company's directors, amend the Amended Certificate of Incorporation (the "Amended Certificate"), effect or prevent a merger, sale of assets or other business acquisition or disposition and otherwise control the outcome of actions requiring stockholder approval. See "Security Ownership of Certain Beneficial Owners and Management" and "Certain Relationships and Related Transactions." "