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Strategies & Market Trends : Anthony @ Equity Investigations, Dear Anthony, -- Ignore unavailable to you. Want to Upgrade?

To: Mama Bear who wrote (32234)	4/23/1999 1:05:00 AM
From: Dean Wilson	Respond to of 122087

RRRR Barb, you wrote: "I'd like to know . . . why the documents relating to the deal haven't been filed with the SEC." The April 15th press release clearly indicates the non-conclusive arrangement to date between Apollo and RRRR: ". . . have signed a letter of intent. . . ." Following the closing . . ." "Final terms of the investment are subject to completion of due diligence and final documentation." To me it's not a done deal till it's documented with the SEC. The Longs seem to assume it's a done deal under favorable terms for the company and the common stock shareholders. We'll see. I'm short. dean

To: Mama Bear who wrote (32234)	4/23/1999 7:18:00 AM
From: xcr600	Read Replies (1) \| Respond to of 122087

Barb, here is some work Christian did on RRRR. This is his explanation of how the floorless works. (Get a bit 'wordy' for me <g>) x --------- For your interest - excerpts of my original report, >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> Mon, 08 Feb 1999 05:01:34 Rare medium / Former names ICC Technologies / Rare Air ------------------------------- SPECIAL NOTE: This is a floorless issue. The floor is effectively waived by the complicated terms of the affixed warrants. The only restriction is the 5.0% rule, as the convertible holder is limited to conversion to hold that amount at a time. The exact terminus for the warrant erasing the floor is: 11. Exercise Price Resets. … (c) Upon Conversion of Debenture at Floor Price. .... ------------------------------- Note that no maximum amount of “Warrant Shares issuable” is noted here. The 639.642 mentioned at the beginning of the 8-k do not apply here. Hence the formula which waives the floor is: For variableCP < FloorP: NofShares(Conversion of Debenture) = Conversion Amount / floorP ….. as stated for the Debenture But: NoofShares(WarrantExercise) = Conversion Amount / variableP - NofShares(Conversion of Debenture) The sum is in any case the Conversion Amount / variableP with a cap and the warrant at $5.27 -------------------------------- a. Mandatory Registration. The Company shall file with the United States Securities and Exchange Commission ("SEC"), on or prior to the date (the "Filing Date") which is twenty (20) days after the Issue Date (as defined in the Debentures) a Registration Statement on Form S-3 (or, if Form S-3 is not then available, on such form of Registration Statement as is then available to effect a registration of all of the Registrable Securities, subject to the consent of the Initial Investor) covering the resale of at least 3,874,365 Registrable Securities, … An example for the conversion at a price below the floor: Convertible holders seek to exercise 1M convertibles into shares. The price of the common is at $1 hence below the floor for 15 trading days. The variableCP gets 92% of the marketPrice. Hence $0.92 From the debenture conversion he gets $1.000.000 / 2.49 = 401,606 shares The warrant is good for $1.000.000 / $0.92 =1,086,956 minus the 401.606 shares euqals 685.350 additional shares The sum is 1,086,956 which is the same amount if no floor is included in the debenture. That's it. A new floorless…. <<<<<<<<<<<<<<<<<<<<<<<<<<