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

To: Joe Copia who wrote (32458)	4/23/1999 12:22:00 PM
From: makin_dough99	Read Replies (1) \| Respond to of 122088

<TPEGP>: . . . . .TPEGP. . . . Series "A" Convertible Preferred. . . .PT. III PREFERRED STOCK The Company's authorized capital stock includes 10,000,000 shares of Preferred Stock $.001 par value per share. As of the date of this Prospectus, the Company has no shares of Preferred Stock outstanding except for 1,000,000 shares of Series A 8 1/2% Convertible Preferred Stock (the "Series A Stock") described below. The Board of Directors has the authority, without shareholder approval, to issue the Preferred Stock in one or more series and to fix the relative rights and preferences thereof. The terms of such Preferred Stock could include the right to vote, separately or with any other series of Preferred Stock, on any proposed amendment to the Company's Certificate of Incorporation or any other proposed corporate action, including business combinations and other transactions. Such rights could adversely affect the voting power of the holders of Common Stock. The Board of Directors does not currently contemplate the issuance of any shares of Preferred Stock. In addition, the ability of the Company to issue the authorized but unissued shares of Preferred Stock could be utilized to impede potential take-overs of the Company. SERIES A STOCK As of the date hereof, 1,000,000 shares of Series A Stock are issued and outstanding. Each share of Series A Stock is convertible at any time into 1.25 shares of the Company's Common Stock. Holders of the Series A Stock are entitled to annual dividends of 8 1/2% payable in cash or Common Stock of the Company, at the Company's option based on the market price of the Common Stock on the date of declaration of the dividend. See "Dividends" under this caption. The holders of the Series A Stock are entitled to receive $5.00 per share (plus accrued dividends) upon the liquidation, dissolution or winding up of the Company, prior to any distributions to the holder of Common Stock. The Series A Stock is nonvoting.