To: Rande Is who wrote (7445 ) 5/23/1999 10:22:00 AM From: Ga Bard Read Replies (1) | Respond to of 57584
Rande ... due to it movement up I did a qick 30 minute DD on PLCO ... I do not know if you all read this but I am not sure why everyone isso up on this stock... You make dang sure you BTS this puppy .. The float is NOT what you think in my opinion in any of the securities and expect a major dilution to occur. Direct from the filings.The Company had planned to finance the costs of opening those new stores through a combination of capital lease financing, use of the Company's working capital, and the sale of additional equity. The Company received approximately $420,000 in lease financing on December 30, 1998 and recently received another $150,000 in commitments for lease financing. The Company continues to seek additional capital lease financing. On November 24, 1998, Breaking Waves, Inc. ("B.W."), a wholly-owned subsidiary of Hollywood Productions, Inc. ("Hollywood"), a related party, purchased 1.4 million unregistered shares of the Company's common stock in a private transaction. The President of Hollywood is also the Chairman of the Company. Hollywood is a publicly traded company. The shares purchased by B.W. represent approximately 25.4% of the total common stock issued and outstanding after the transaction. The consideration for the stock was $505,000, which represented a price of $0.36 per share.(BTW this is 15M shares) This price was a 50% discount from the then current market price reflecting a discount for the illiquidity of the shares, which do not carry any registration rights. $300,000 of the consideration was in cash and the remaining $205,000 was in product from B.W., primarily girl's swimsuits. The Company had previously carried swimsuits from B.W. in its stores on a trial basis. In November 1998, the Company entered into agreements ZD Group, L.L.C. ("ZD"), a related party, and Frampton Industries, Ltd. ("Frampton"), an unaffiliated British Virgin Islands company, to secure additional financing. ZD is a New York trust, the beneficiary of which is a member of the family of the Company's Chairman. an offshore account ... warning Pursuant to the ZD agreement, ZD issued a $700,000 irrevocable standby letter of credit ("L/C") in favor of FINOVA Capital Corp ("FINOVA"), the Company's working capital lender. FINOVA then lent a matching $700,000 to the Company in the form of a term loan. The term loan expires on August 3, 2000 and bears interest at prime plus one percent. As consideration for its issuance of the L/C, ZD will receive a profit percentage after application of corporate overhead from three of the Company's stores. Under the Frampton agreement, Frampton will loan $500,000 in the form of a convertible, subordinated debenture due December 31, 1999. The debenture will bear a 5% interest rate and will be convertible into the Company's Series E preferred stock at a price of $0.10 per share at Frampton's option. This price was a 50% discount from the then current market price (November 13, 1998) reflecting a discount for the illiquidity of the shares, which do not carry any registration rights. The Company has entered into leases to open eight new stores in calendar year 1999. The Company anticipates that the cost of opening those new stores will be approximately $3,000,000, net of landlord TI contributions. The Company plans to finance the costs of opening those new stores through a combination of capital lease financing, use of the Company's working capital, and the sale of additional equity. In January 1999, the Company and Frampton executed a letter agreement pursuant to which Frampton has agreed to act as the exclusive placement agent and financial advisor for the Company in connection with a proposed offering of $5 million in convertible subordinated debentures on terms similar to the debenture discussed above. The agreement is for a term of six months (with a potential two month extension at Frampton's option) and provides that Frampton shall be provided an investment banking fee of 8% of the face amount of each debenture funded. There can be no assurance that the Company will be able to obtain sufficient financing to successfully open the planned new stores. Man I hope you knew this already. Also a 13D was filed on Friday for 1.4M in a benefit ownership. Also in March a shareholder meeting was called in a 14A and now postponed. This are the exact same signs I started to discover in MIDL. Dilution and never could get the planned shareholder meeting and we still have not gotten it. In the planned shareholder meeting there is this also which concerns me greatly because of the denbentures and selling the equity in the company.2. To vote on the proposal to amend the Company's Certificate of Incorporation to authorize an increase in the number of authorized shares of the Company's (a) Common Stock, par value $0.01 per share, from fifty-one million shares currently authorized to one hundred sixty million shares and (b) Series E Preferred Stock, par value $0.01 per share, from ten million shares currently authorized to twenty-five million shares; and Also they just became current on all their filings so they get more shares voted on and these filings could be made. Bottomline is nothing but solid dilution. PLEASE BE CAREFUL!!! :-) GB