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Strategies & Market Trends : Rande Is . . . HOME -- Ignore unavailable to you. Want to Upgrade?


To: Rande Is who wrote (7445)5/23/1999 12:59:00 AM
From: Baton  Read Replies (1) | Respond to of 57584
 
Rande: I just confirmed my reservations for the Venetian for next month. I asked about the shops downstairs (Toys International). The receptionist said they were running a little behind (to be expected when you spend 100 gazillion dollars on a hotel and 500,000 square ft. mall). She said they were hopping for early next week, but at the absolute latest by June 7th. I hope the momentum of the stock will continue this week.
One question we all might benefit from: What positions do you feel comfortable taking on vacation? If you are going to be out of touch for a week or two what strategy for cash/hold would you use? I feel fine about holding PLCO/P/W and BDE as the big plays for them probably won't happen until mid-summer, but I am inclined to go to cash on most everything else. Your thoughts on vacations (other than needing one). Thank you.
Baton



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



To: Rande Is who wrote (7445)5/23/1999 11:23:00 AM
From: Ga Bard  Read Replies (1) | Respond to of 57584
 
Rande ... stick to your guns son... Follow your own teachings ... do NOT do what I did. Please do not ignore the filings and the information contained there in. This postponment of the shareholder meeting is causing massive flags to go off.

The SEC has approved the proxy statement and May 5 was the date. Now I am unfamiliar with the time restrictions of a Delaware corporation but I believe it is 10-60 days ... ANyway I read the 14A and got a real eye opener!!!

This is the amount fo shares NOT included in the proxy that has no voting and the insides have enough holdings to vote the items of the shareholder meeting through as of the record date.

Again look at the consolidated dilution....

(3) Does not include 35,303,418 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 5,883,903 shares of Series E
Stock outstanding.
(4) Does not include 150,000 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 25,000 shares of Series E Stock
issued as a bonus in March 1998. The shares of Series E Stock vested 100% on
April 1, 1999.
(5) Mr. Rashbaum, the Company's Chairman of the Board, is also the
president and the sole director of Breaking Waves, Inc. ("BWI") which is a
wholly-owned subsidiary of Hollywood Productions, Inc. ("Hollywood"). Mr.
Rashbaum is also the president and a director of Hollywood.
(6) Represents those shares underlying an option which have vested. An
additional 10,000 shares underlying such option shall vest on July 1, 1999, and
the final 10,000 shares underlying such option shall vest on July 1, 2000.
(7) Does not include 1,950,000 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 325,000
shares of Series E
Stock. The president of United Textiles & Toys Corp. ("UTTC"), a publicly traded
company which is the Company's controlling shareholder, is Ilan Arbel who is
also the president, chief executive officer, and a director of Multimedia
Concepts International, Inc. ("MMCI"), a publicly traded company which is the
parent company of UTTC (owning 78.5% of same). MMCI is owned 62.2% by U.S.
Stores Corp., a company of which Mr. Arbel is the president and a director. U.S.
Stores Corp. is owned 100% by American Telecom PLC, a British corporation. By
virtue of its ownership of UTTC, MMCI may be deemed a beneficial holder of the
Company's common stock held by UTTC.
(8) Does not include 4,818,420 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 803,070
shares of Series E
Stock.
(9) Does not include 9,199,998 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 1,533,333
shares of Series E
Stock.
(10) Does not include 7,035,000 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 1,172,500
shares of Series E
Stock.
(11) Does not include 4,500,000 shares of Common Stock issuable upon the
conversion (any time two years from issuance) of 750,000
shares of Series E
Stock.dilution...


Rande, you are one of the good guys and I hate to see you take a hit on this one. Heck most stock have a problem when they merely issue consultants shares to get the image of the company noticed. This one is unbelieveable ... the authorized is already issued and they need MORE!

Please stick to you guns... BE careful cause at anytime this dilution stock can come in and destroy you.

When that 150K block went off and NITE was on the ask and NITE does not have personal account and is merely a clearing house that should have sent off a flag something was wrong. I am not naysaying the stock cause all this is public information which all investors should know about already except for the 1.4M 13D which came in Friday. NEVER believe the story. If they can get the shareholder meeting messed up they can pass even more authorize shares and go on selling shares for dilution just on inside vote as of the shareholder of record date. Another words if you bought after April 22 you have no vote....

PLEAE BE CAREFUL!!!

:-)

GB