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Yeah Duke, hang around a bit longer. Artie and Loufrani both want to have a word with you and the gang. They are all watching. In fact, I believe that was just a slanderous comment. But we know it will get better.
Well, there's yet another assinine claim that goes to the "WTF were you thinking" file:
http://www.michiganbrewing.com/Contact%20&%20Hours/Applicant%20Letter.doc
MBC is hiring, training, and expanding with warp speed.
Kid Rock Beer is beyond huge.
All I see is a concise well thought out answer to YOUR question about the money for the beer. I personally don't see any slams in this previous post. There are references to a Financial reporter, journalist, LIQR stockholder. But in no way is BCInvestor slammed. Surely you don't expect the DKAM shareholders to keep track of their own stock, its longs, and its bashers, and then be held accountable for bashing their additional aliases also?
Additional to that information posted. 27000 beers will be served at Comerica. Not everyone will be of legal age attending the event. But that is not germain here since the beer will sell out to those of legal age. Let's then assume from various venue numbers in the public domain that 20000 fans will have bought the beer and will like the beer. One event. One day. One city. One state.
Fifty states. That is 1 million people buying an average of 4 cases per year. Now we're at 4 million cases.
But, for the sake of argument, we will say that 25% of those will try it and never buy the beer again. That puts us back to that all important 750,000 beer drinkers again.
Except for one thing....
The ones that did try it, and loved it, will go tell all their friends, and their friend's friends. Then all those people will see it in bars and restaurants, and will order it when they see it, or hear it ordered. Then they will love it, and buy their four cases a year.
Now suddenly that 20000 people becomes 200,000 people. What is that times 50 states? 10 million Kid Rock Beer drinkers. That is $400 million in sales.
Now the brand is worth, and transacts at $2 billion.
Or is it $1 billion?
Or is it $500 million?
Or less than its meteoric growth based on America loving the parody against Bud, Corona, Miller, and St. Pauli? Best Super Bowl Ad that Kid buys and pays for?
The value of DKAM today is $11 million. That is based on DKAM NEVER selling a drop of Kid Rock Beer. Actually, it is based on Kid Rock never being born.
First off, the math is all wrong. And it is amazing that anyone supposedly so adversed in the beverage arena, and one who is a supposed Financial Journalist in the "Beverage Sector" would somehow concoct a way to make "a case" of beer" 12 bottles when it has NEVER been 12 bottles anywhere.
Bobby Mason, the President of MBC, told a reporter that he hoped they would sell 100,000 cases of KR beer the first year. First off, any bump on the log anywhere would know he is NOT going to give real numbers to the press in such a tough environment. Especially an environment that is so cutthroat that the bigger beverage moguls would hire bashers and hedges to drive the smaller companies out of business. (Thought I would include that so a few lab rats would have something to work on). 100K cases is just Michigan, and a light number. I mean, think about it. The State of Michigan just granted MBC $700K in tax incentives, MBC is reating close to 400 jobs, and Bobby Mason is dumping $7 million into a project "that he hopes" will generate $1 million a year in sales? Not even close. Especially when the cost of those "jobs" will force a production cost alone of close to $36 a case on 100,000 cases.
Now, take Comerica Park for the Kid Rock Concerts on July17-18. One city. One event. Sold out both shows. Comerica Park has a capacity with added seats after the 2005 All-Star game of 40,950. 5000 seats are added to the outfield for concerts making it 45950 total for each show. The director of concessions confirms "they have approved and are allowing" 300 kegs of BadAss Beer for the event, in the kiosks. A limited amount. That is 595,000 ounces of BadAss Beer flowing AND SOLD for the event. It is expected that the beer will be SOLD OUT during the first concert. One size, a 22 oz, Kid's staple $10 a hit. That is 27000+ beers sold.
http://www.gotickets.com/concert/kid_rock/detroit_827771.php
That is also 2066 cases of "limited supply" release through the same SINGULAR one distributor that pre ordered 100,000 cases alone for the Detroit area in Michigan. One city. 100,000 cases "to start." Just to start. You hear me? For starters?
Kid Rock's albums number 25+ million worldwide. His fans number well over 5 million. The states of MI, OH, IL, TX, and CA alone will generate a MINIMUM of 100,000 cases in initial orders from those SO CALLED distributors that DO....DO....DO want to do business with us. Well, I have news for you. The REASON Drinks DOES NOT do business with the idiots at SunBelt, Charmer, National, etc. is for this very reason. They are paid BY the big boys to keep the likes of DKAM out when a product like this comes along. Just read all the lawsuits my good friends at Maris had to go through with BUD for doing such a thing. Yeah, free market capitalism at its finest. One step above the mafia.
Therefore, it's expected that 750,000 Kid Rock fans, Harley riders, Heartland America, working blue collar joes that are pissed BUD sold out to the Belgians will buy the beer and will buy a MINIMUM of 4 cases a year. Four cases a year? Yeah, just four cases a year. (More like 12-15). But for the sake of argument, four cases. That is 3,000,000 cases per year at a DKAM to distributor price of $10 per case. That is $30 million in sales.
$30 MILLION IN FIRST YEAR SALES
$30 MILLION IN FIRST YEAR SALES
$30 MILLION IN FIRST YEAR SALES
DKAM WILL BUY THE BEER FROM MBC! YOU HEAR ME? THEY WILL BUYYYYYY THE BEER FROM MBC. This isn't the glorified Ebay Store concept LIQR is using to wash their products into the market whereby they book sales and never carry a dime of inventory. They book sales on NOTHING that they purchase for resale. Nope. DKAM will buy the finished product and sell to distributors. All those infamous taxes on beer are the sole responsibility of the distributors and retailers. LIQR spews junk about such a huge tax loss carryover they "bought" when they reverse merged. Well, DKAM has the same tax loss carryover. So, no taxes! All the advertising is being born by Kid and MBC. DKAM has sales costs for product, personnel, and shipping and that's it. And it is shipped out of MBC. As for the difference over the NEWLY EXPANDED CAPACITY OF 1 MILLION CASES AT MBC? DKAM HAS FIVE, I REPEAT FIVE CO PACKERS THAT CAN EASILY HANDLE THE EXCESS DEMAND/CAPACITY FOR KID ROCK BEER. This was known going in to the deal that MBC would not be big enough. Kid demanded "Michigan Made" and that was the trade off that excess capacity would fall to larger breweries.
So, anybody can play around with any manufacturing numbers they want to on the beer. Those are MBC's numbers and the concern for those is ZERO with respect to DKAM. The same holds true for advertising and taxes. Any financial journalist that even had a clue would know this...all of this...and not cloud the issues for personal gain. And when it comes down to it, it makes all the sense in the world that anybody who thinks they are somebody would spend countless hours trying to drive a paper square stake into a steel hole with a LIQR lawsuit when $30 million, and a 1000% increase in sales is happening for Drinks right now. That is why you get "No Comment" when a LIQR Investor poses as a Financial Journalist looking for information to feed to LIQR executives. It would seem that is the goal in the whole process right now. Akin only to a mosquito looking for blood in a room full of rather large hands. You just don't go up against 150+ years of beverage experience and think you'll come out looking anything more than what you were going in. I'll leave the descriptors to the less than knowledgable...which number many for sure.
Posted by: BCInvestor Date: Wednesday, June 10, 2009 2:23:21 PM
In reply to: None Post # of 35773
Kid Rock Bad Ass Beer Math:
Let's say DKAM sells 100,000 cases x 12 (which would be a stretch in my opinion) = 1,200,000 bottles the first year.
If the retail of a 12 pack of higher end domestic beer retails at $14.00, so let's say the Kid Rock Beer is equal to that.
The Beer Institute (BeerInstitute.org) says 40.8% of retail price of beer is taxes, soon to be more under the current regime, so that leaves $0.69 per bottle left to split between DKAM, retailer, distributor, Michigan Brewery and Kid Rock.
If DKAM wholesales the product at $0.39 per bottle:
So this is a potential scenario of break down of what is left:
Brewery (glass, package, box, label, ect): $0.30
DKAM: $0.05
Kid Rock: $0.04
Distributor: $0.20
Retailer: $0.25
That leaves no consideration toward advertising, marketing or promotion the product.
$0.05 x 1,200,000 bottles = $60,000.00
Any thoughts about that?
There is no doubt in my mind now that is what they are doing. Great find by the way.
LIQR has the dubious distinction of being purely and simply...
"Self Storage USA"
That's it. Nothing more. Nothing less. A joke that really any 5 year old with a lock and key could perform.
And with 100 shares yesterday, and 105 today, it would appear everyone else has figured it out also.
It would then stand to reason anyone who is holding stock in LIQR would do or say anything just to have a prayer of unloading their position and minimize the losses. It could take months to get a fill.
But that would mean somebody would have to sit on the bid for months wanting to buy...
And that will never happen.
This case is really a "non issue" for Drinks. They will prevail. Plus, they have the luxury of time on their side. After all, LIQR has to still be a company in order to proceed. That is subject to change on a moment's notice. And, they cannot roll themselves into yet another reverse merger to keep their head's above water until it's resolved.
Exactly right. Pretty obvious the game LIQR is playing. Even worse is when somebody meets with insiders at LIQR, gets info on a lawsuit being filed because they are pre emptively going after a supplier before the supplier(s) file lawsuit against them for non payment. Then even worse, to sell a DKAM position on that inside information, and get recruited to begin bashing DKAM before the lawsuit is filed.
At least the people with class talk about the lawsuit here, and the customer PK walked away from that is screwing everybody they come in contact with by not paying them for services and products rendered. We don't go to other boards bashing LIQR. After all, nobody ever bashes a bad stock or company.
A far cry from the scum that comes here to post all their ridiculous nonsense to support the paycheck they are receiving from LIQR and their hedge buddies.
Not bashing one bit.
I can guarantee all of you one thing. LIQR represents 1700 different items for sale in the liquor arena. A myriad of companies are represented. Per my due diligence, LIQR has big sales increases and $460 in cash, and a Going Concern Rating.
None of this will be in Brandy Christine's unbiased investigative jouralism report. Of course, "reporter" means she reports news....she doesn't create news to support an investment. That is punishable by jail time per the SEC.
But I will guarantee you this. I can affirm there are several companies doing business with LIQR that have not been paid for products provided and rendered.
Brandy Christine's investigative report will not cite a single one of those companies. Therefore, her report will be slanted and will actually contain virtually zero investigative journalism.
And in fact, if she puts out a report that contains information that was not included verbatim in the lawsuit filing, and she cites any source at LIQR with that information, then she will be in possession of inside information of non public information on a stock she presently owns.
As I said, looking so forward to her report.
This company, and many others like it have always taken a stance of "No Comment" when the media, or those posing as media when they are simply shareholders looking to bolster their own positions in stock for personal gain, attempt to try a case in the Court of Public Opinion.
This is nothing new. Thank goodness like 10 people really pay any attention to anything Brandy Christine says. And eight of those are aliases for the same person.
This could be the best news all week. Waiting with anticipation for the "report."
And PS. Grandstanding only does one thing. Gives DKAM even more visibility. Thanks for sharing.
The beer is in the kegs gang! Happy 4th of July and the birth of a new DKAM for everybody.
Well, what would even be more immensely funny is if PK had wanted to buy LIQR to pick up their Control State presence. In the process though of doing further investigation, saw how they kept their books, held their books, and how they did business with a track record of destruction in their wake decided to back off. Remember, he has been on the acquisition trail for some time. Not being paid by LIQR was just icing on the cake. Seeing that he wasn't going to "save them" and he wasn't going to do business with them until they "created" the money they stole from DKAM to pay us for products received, they could easily have drummed up this whole lawsuit as retribution.
All IMO of course.
In the liquor industry, companies take every measure they can to gain further business. They form alliances, joint ventures, and sub distribution agreements to further their presence in the marketplace and gain more sales and visibility. With that said, Drinks cannot be concerned "on face value" whether a company is a reporting company, or a private company. When the LIQR contract with DKAM first came about and was formulated in its initial stages, LG was a small private company operating predominately in Florida and some mid western states with their so called bailment method as their hook to gaining a presence in the Control States.
In 2003, East Coast Beverage Corp filed for bankruptcy and was in receivorship. The company then attempted to emerge from Chapter 11 bankruptcy by changing its name to North American Food and Beverage Corp. They moved their headquarters to the residential community of The Villages in Florida. The two principals of NAFB were William Smith and Arnold Rosen.
In 2007, the company of East Coast Beverage Corp, which was now known as North American Food and Beverage, was notified that pursuant to their deemed bankruptcy, and being deficient in reporting financial results to the SEC for more than 6 years, they were being ordered to cease trading in any fashion on any exchange.
http://www.sec.gov/litigation/admin/2007/34-55205.pdf
From that order, the NAFB company then worked a deal with Liquor Group to reverse merge and reappear as a publicly traded company under the symbol LIQR. This also included the roll in of VIGOR, a company solely held by C.J. Eiras, President of Liquor Group. With that, came the carry over loss provisions of well in excess of $20 million from NAFB, and the same basis for business operations that led to their previous bankruptcy filings. All that changed was the cast of characters with Rosen and Smith remaining in the shadows as board members and directors.
http://www.secinfo.com/duWA1.t8w.htm?Find=Arnold+Rosen#3rdPage
From there, LIQR was born, as a publicly traded PINK SHEET company, as a liquor and beverage wholesaler. It should be noted that the company was still not a fully reporting company, and not in compliance with the SEC. They emerged as a Pink Sheet company as a result. Further, it should be noted that all financial results for Liquor Group are prepared by Jason Bandy who is domiciled in the Cayman Islands. Numerous precedence exists to indicate financial reports prepared offshore are not to be relied upon for actual conditions of any company when they are not audited results for a US reporting company.
It is then a natural course of action to assume that a company operating under this sort of checkered past, with current reporting guidelines that could be deemed as "less than accurate" could use tactics to bolster their own presence in the marketplace at the expense of their customers and other reporting companies like DKAM.
To this end, it is not impossible to assume the following:
1. At the most recent financial filing for LIQR, they list charges as: "We experienced increases in professional, consulting, and administrative costs related principally to our operating as a publicly traded company."
This could easily be a payment not listed for a financial reporter to write positive articles about the company. Since the company has not been forthright in providing who their payments went to, it could be for a very specific reason like paying a financial reporter to tout the company under the guise of "a media consultant."
2. At the most recent filing for the company, they list Other Income in that filing. The process is quite simple. The company forms vendor agreements/contracts with various companies. In those contracts, there are certain marketing costs that are associated with not only distributing those products through LG but also for promotion of those products either through print or their website.
Companies then ship their products through LG for distribution in various states, including Control States. Monies are received through LG as they are paid by their customers for those products. LG then is required to pay their suppliers for those products they received. In this case, one of those major suppliers is DKAM.
It was also noted in the most recent financial report for LIQR that several of their vendors were deficient in shipping to LIQR products that were sold by LG that their customers were waiting for. Of those, DKAM was singled out specifically for not shipping products that LG had orders for.
3. In this most recent economic meltdown, many companies were forced to become creative with the way they did business. Most companies saw a dramatic increase in both their Accounts Receivable and Accounts Payable balances held on their books. Everyone needs to be aware that DKAM has no obligation to pay LIQR ANY monies, I repeat ANY monies beyond those monies contractually agreed upon as "marketing costs" for promoting DKAM products. DKAM then provides product only for which it expects to get paid.
It would be natural to assume that LG had a number of their customers that were deficient, and/or delinquent, in paying for their orders of which they had received product. Yet, LG was responsible for paying their suppliers for the products shipped to their bailment warehouses that had been sold.
As of the most recent filing for LIQR, LG had $460 in cash. Cash that is required to pay their suppliers. Yet, they had six figure sales reported. Where did the money go?
In that same filing, the company DOES NOT show its sales from this period, or the year ago period. Rather, they report all their numbers in increases and decreases versus a year ago. They cite $123K increase in sales. They also cite a $130K increase in Gross Profit. Nowhere is it possible to show a Gross Profit in Operations higher than your actual Sales increases. Especially since the cost of sales only decreased by $7K for the reporting period. They do show $96K in "Other Income", which essentially is "stolen money" where they terminate vendor contracts and keep their inventory for themselves.
It is only natural then to assume that LG is using the monies received from sales to their customers for other purposes. Therefore, they would be highly deficient in paying their suppliers, including DKAM. If DKAM is due a substantial amount of money by one of its vendor customers, it is a natural course of business, as with any company, to cease to provide additional shipments of product to that vendor, and in this case LG, until they are paid the balance due from that vendor.
It is also natural to assume, as has been already reported by LG, that during this process of no product being received by their suppliers, that LG is still charging those customers for the marketing costs associated with promoting their products. LG has already reported that they have been liquidating their suppliers inventories to defray these costs that they feel they are due. Of course, of which they have not paid the supplier for, so therefore in breach of their own contract with their supplier.
The bottom line here is LG forms supplier agreements. Those suppliers then ship product to bailment warehouses so LG carries no inventory. As product is sold, they then are required to pay their suppliers with the monies received. LG was not getting paid accordingly, or in fact, used the monies they received for product sold for other purposes. They in turn were and are not paying their suppliers for those products as they are sold. As a natural course of action, the suppliers will be forced to seek other methods to secure the monies they are due as a course of doing business. This will include certified letters and the threat of legal action against LG. LG then reciprocates by, one, offsetting their books by charging the supplier with marketing costs, so they can "create" a way to keep as much money as they are due on THEIR DELINQUENT ACCOUNTS PAYABLE, and, two, preemptively striking back against their suppliers with a lawsuit for Breach of Contract. In other words, to draw attention away from not paying the monies due their suppliers, and citing the supplier for not providing products LG has orders for from their customers. Rather than incite a long drawn out court battle, LG simply hopes to settle the case whereby they can keep any or all of the money they stole from their suppliers without having to pay, and in the process they cite all these orders that were not filled as a result of their own delinquencies to pay their own suppliers. This in no doubt will be a case DKAM will vigorously defend, and will win.
4. It should also be noted that LG, or LIQR, has received a Going Concern rating which, for all intents and purposes, is issued to those companies that are one step away from bankruptcy. They are suffering from losses and do not have the cash to sustain operations for the foreseeable future.
http://sec.edgar-online.com/liquor-group-wholesale-inc/sb-2a-securities-registration-small-business/2008/02/01/Section27.aspx
In reviewing this filing, one can easily see that NAFB, and LG, have a track record of being DEFICIT in paying their suppliers for monies they are due.
4. This year, LIQR, or LG, began a new game of seeking to "grow by acquisition." They are looking for small, underfunded liquor distributors that they can acquire to grow their business. They have nothing to offer these companies except stock in LIQR for the express purpose of rolling their organization into LIQR. It should also be noted that the main principles of LIQR, who hold a substantial amount of LIQR stock, saw their shares come off restriction at the identical same time the company announced they were seeking to offer shares to would be acquired companies in a market where their stock price is severely depressed.
5. There is a Financial Reporter who operates under the name of Brandy Christine who claims to be representative of a number of alcohol and beverage companies within the beverage sector. However, this reporter has not published ANY articles other than for the public visibility of LG or LIQR. This would include, and is not limited to, published articles proclaiming trade shows for those companies interested in being acquired by LG, as well as, promoting the substantial growth prospects for LIQR.
http://www.realpennies.com/home/BCInvestor/profile.html
http://www.realpennies.com/home/groups/viewbulletin/1-Substantial+Distribution+Companies+Prepare+To+Merge+Into+Liquor+Group.html?groupid=2
This reporter owns shares in LIQR, as well as moderates more than a dozen beverage related message boards on the internet, where she has been documented to be touting LIQR on those other forums.
In addition, this reporter was a self proclaimed holder of DKAM stock until about a month ago wherein she attended a conference that deemed her to sell her shares in DKAM and further proclaim herself as a devout LIQR stockholder. In the past two months, DKAM has not participated in any alcohol or beverage conferences. In the past two months, however, LIQR has participated in conferences whereby they have solicited other distributors to "let them have their company" by issuing them shares in their pink sheet company that is still deficient in reporting to the SEC.
http://www.globenewswire.com/newsroom/news.html?d=164409
Subsequent to visits to these "trade shows" was a follow up article written by Brandy Christine whereby she visited the offices of LG.
http://www.liquorgroup.com/press/2009/06/substantial-distribution-companies.html
Since one Brandy Christine, as a self proclaimed shareholder of LIQR stock had visited the headquarters of LIQR, it is natural to assume that outside of her normal journalism duties, she may have been privileged to information relating to DKAM, and the current situation of LG's relationship with DKAM. She was a shareholder of DKAM and then something changed to warrant the sale of DKAM stock. These individuals at LG could have told her anything and it crossed the line from investigative journalism to inside information. Her position in DKAM was completley sold. It is natural then to assume she could have had prior knowledge that a lawsuit against DKAM was being prepared, and was subsequently filed on July 1, 2009.
As a final note to DKAM shareholders. Regardless of assumed sales that we have no knowledge of never being filled, or the fact that they ever even existed, it is with merit that our CEO has and will maintain our best interests in doing business with any company that does not pay us for services rendered. Additionally, anyone can immediately argue that there is no evidence to suggest that DKAM was not getting paid by LG. However, DKAM has a line of credit, they hae product available, they have replenished inventories, and they have cash. The company is shipping products to Israel and to other customers. Therefore, it is natural to assume then that they would ship $830,000 of product to LG, and LIQR, for those orders they had received. That is of course, unless something prevented them from doing so. That one thing is that our CEO will not ship ANY orders to ANY customer where they have a blatant and with malice track record of not paying DKAM, or their other self proclaimed "deficient" vendors for products received.
You must be kidding! When I posted the letter I received last night from PK that said LIQR was a scam and that they owed, like my post stated yesterday, a large portion of DKAM's entire Accounts Receivable balance and that is why DKAM was not shipping any product to them, you immediately jumped up to scream to everyone that it was fake and I fabricated the whole thing. Now I post the labels and you absolutely love them. What makes you think those aren't fabricated?
By the way, I had that post removed because, even though it was material all contained in the public domain, I felt it contained too much information relevant to ongoing litigation and upcoming lawsuits regarding individual message board posters.
You know. A fairness thing. :)
Ohhhh yooohoooo ladies! Surprise! Surprise!
Happy Born on the Fourth of July!
I have to believe that DKAM is not the only company that LIQR does business with that is owed a substantial amount of money. That is a pretty darn good game. Get a bunch of companies to sign agreements with you, then ship them a bunch of products that they do not ultimately pay for, suddenly you have a pile of cash, get a reporter to write a story of all the companies you are going to acquire with all the "found" money you suddenly have, watch your stock price go higher, then watch everybody dump their shares for massive profits.
Especially when Liquor Group already admitted that "many other suppliers" were not filling orders. This would indicate those companies were not getting paid either:
RESULTS OF OPERATIONS
For the Three Months Ended February 28, 2009 Compared to the Three Months Ended February 29, 2008
Material changes in items in our Statements of Operations for the three months ended February 28, 2009, as compared to the same period in the prior year, are discussed below:
Increase (I)
Item Decrease (D) Amount Percentage Explanation
---- ------------ ------ ---------- -----------
Sales I $123,211 117.4% One of our largest and most geographically-diversified
unaffiliated suppliers, Drinks Americas, was unable to fulfill all
of the confirmed sales orders that we generated during the last
quarter, as did many other suppliers leaving more than $250,000
of orders unfilled as of the close of the fiscal quarter ended
November 30, 2008. Some of those orders spilled over into the
quarter ending February 28, 2009 causing an increase in sales,
making it a late selling season and increasing sales and profit-
ability for our three months ended February 28, 2009.
Cost of sales D $7,748 8.3% Increased sales equate directly to increased cost of sales.
2
No, this is not a class of people we need to do business with, nor those who write the stories claiming their ultimate success in this industry.
I applaud Mr. Kenny for putting his foot down and recognizing a shyster when he sees one, and getting rid of him before he does us more damage!
http://www.ojr.org/ojr/ethics/1017968845.php
And also...because it's against the law...
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These employees must not own stock, equities or have any personal financial investment or involvement with any company, enterprise or industry that they regularly cover for the AP. A technology writer, for example, must not own any technology equities; a retail industry writer must not own the stock of any department store or corporate enterprise that includes department stores. Staff members who are temporarily assigned to such coverage or editorial duties must immediately notify a manager of possible conflicts to determine whether the assignment is appropriate. If necessary, employees might be asked either to divest or to suspend any activity involving their holdings.
Editors and writers who regularly cover the financial markets may not own stock in any company. They may invest in equity index-related products and publicly available diversified mutual funds or commodity pools.
Financial news employees must also avoid investment activities that are speculative or driven by day-trading or short-term profit goals because such activities may create the impression that the employee is seeking to drive market factors or is acting upon information that is not available to the public. Instead, the personal financial activities and investments of these employees must be based upon the longer term and retirement savings. For these reasons, an employee covered by this policy should not buy and sell the same financial product within 60 days, unless he/she gains the permission of the department manager and is able to demonstrate financial need that is unrelated to information discussed or gained in the course of his/her employment. This trading limitation does not apply to equity-index funds, broadly diversified and publicly available mutual funds and commodity pools.
All employees must comply with federal and local laws concerning securities and financial transactions, including statutes, regulations and guidelines prohibiting actions based upon "inside information." All employees are reminded that they may not act upon, or inform any other person of, information gained in the course of AP employment, unless and until that information becomes known to the general public.
Employees should avoid any conflict of interest or the appearance of a conflict of interest in the investments and business interests of their spouses or other members of their household with whom they share finances. They are expected to make every effort to assure that no spouse or other member of their household has investment or business interests that could pose such a conflict.
Employees should be aware that the investment activities and/or financial interests of their spouses or other individuals with whom they share financial interests may make it inappropriate for them to accept certain assignments. Employees must consult with their managers before accepting any such assignment.
Employees who are asked to divest holdings will be given one year from the date of the request to do so, in order to give them the opportunity to avoid market fluctuations.
When this document requires the sale of stock holdings, an employee can satisfy this requirement by putting the shares into a blind trust (or into an equivalent financial arrangement) that meets the same goal: preventing an individual from knowing, at any given time, the specific holdings in the account and blocking an individual from controlling the timing of transactions in such holdings. If AP assigns a staff member to a new job where mandatory divestiture would impose a financial hardship even after the one-year grace period, AP will reimburse the staff member up to a maximum of $500 for the reasonable costs of setting up a blind trust.)
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These are clear and concise rules of conduct that if violated, are grounds for immediate dismissal from the AP. Why? Because they are legal grounds for front running, libel, slander, felonious attempt to defame to name a few. They are actionable in any court of law, and when it comes to front rrunning by the media, grounds for disgorgement, and jail sentences.
The AP will protect their employees to a certain degree. Freelance reporters are on their own, and of course, open to a myriad of lawsuits.
The "tailor" will be arriving tomorrow for your fitting.
I will be. A certain privileged few will be picking up theirs at the plant on Saturday for their Sunday BBQ's....All Summer Long.
"Born On Dating" is symbolic of the beer industry. Kid Rock is symbolic of heartland America....those people who know the value of a hard day's work for a hard days wage. Red, White, and Blue...through and through right to the troops fighting overseas.
There is no better marketing hook than the best "Born On Date" you can come up with....
"Born On The Fourth Of July"
Brilliant!!
Now, let's go find these immense beer sales in the old filings and see how they compare to the immense beer sales that begin after Saturday July 4, 2009.
The plot thickens...
Apparently, she is NOT a pseudo. It gets better:
http://brokers.hotstocked.com/brokers/b/brandy-christine-widener-284967.html
Huntington Investments...
http://brokers.hotstocked.com/brokerage-firms/t/the-huntington-investment-company-408.html
A thousand investment advisors? Certainly a proxy for the shorts, and more than likely a prime candidate behind the bashing campaign.
Oh, and for Brandy Christine(pseudo), I will be the first to jump up and file an SEC injunction against this individual, as well as charges of front running. Using the media to benefit her own position in a stock that she currently owns, without one single bit of disclosure is both illegal and actionable for jail time. It is illegal to report ANY kind of story about a publicly traded company without disclosing in advance that the author or reporter currently holds a position in that company in the form of stock, options, or free promotional shares.
And we now have proof of a member of the media trying to discredit Drinks in every way possible to further her own gains in one LIQR group position.
I'd say she's pretty much done. Everyone please prepare your SEC complaint this evening and send it in. If you don't know who I'm referring to, use her initials and of course, check out that forum...
http://www.bevnews1.com/stories/2009-06-01.htm
As of January 31, 2009, DKAM had accrued roughly $500,000 of unpaid Accounts Receivable that has more than likely increased well above that number due to the credit crunch. The bashers have tried this trick before to question the games that LIQR Group is playing i.e. their recent 10Q filing.
It is also my understanding in effect, with no one here that can counter otherwise, that LIQR is deficient in their payments to DKAM for products that were shipped to them throughout 2008. In other words, you don't pay DKAM, you don't get product. As such, there is more than a good chance that the Accounts Receivable number that currently resides on the balance sheet for Drinks Americas is majority born to The Liquor Group for services(goods) rendered, provided, shipped and not paid.
There is every reason to suggest that PK would vigorously pursue this amount due them, and the shareholders of DKAM, legally and there is every evidence to suggest that has been done so legally. PK does not issue press releases to announce lawsuits against other companies that they have filed. That gives the offending and guilty a party to grandstand and a forum that they do not deserve. But, if you went back through the Q's from the past four years, you will find the company won or settled in their benefit 6 different lawsuits without losing a single one.
Therefore, I along with a majority of the retail shareholders have no choice but to believe that the filing from The Liquor Group today is a frivolous counter suit against DKAM in their own attempt to grandstand, as well as provide a libelous attack against Drinks for their own inability to pay their own vendors during the credit crunch.
Once again, Drinks will prevail as it always has and prove that "if you don't pay your bills, you simply will not be doing any further business with Drinks Americas."
Kid Rock Staggerbomb Recipe...
THE STAGGERBOMB ~
In a plastic BOMBS glass in the middle section a full pour of RED STAG
in the outside section some of Kid's BADASS BEER.
TIP it back after 2 or 3 life gets FUN..
SwimSUIT BOTTOMS's " Optional " ;)
Yep. It's called an IRA. :)
But more to the point. I wouldn't entrust my kids to 98% of the parents in this country either. Yet, there still is no law preventing them from having children of their own. Very scary and a far greater problem than the "who's who" of the celebrity endorsement world.
Headquartered in Beverly Hills. Seems we have some real players trying to "sneak" in before the big news hits.
https://www2.stockcross.com/index.html
It seems like the bad guys aren't getting any love. One down, two to go and only the very savvy will know what I mean.
http://stxgtrading.net/shortSaleDisclosure.pdf
Next thing you know, the entire music industry will fall flat on its face because cassette tapes are being replaced by little flat discs with pretty colors, and nobody has the players to use with them. Quick! Sound the alarms!
I even heard a rumor that music stores will be closing everywhere because kids with their "Got To Have It Now" attitude are actually buying music online! it will never work! The entire music business is dying! Quick! Sound the alarms!
And if that wasn't enough, I heard a rumor that people are actually contemplating buying an alcohol brand simply because their favorite music artist has his name on it. Quick! Sound the alarms!
Now I heard this morning the most amazing story. Word has it that an entire genre of music responsible for selling over 5 billion albums worldwide is about to suddenly become extinct because one magazine that dispenses mindless dribble about that very genre is closing its doors at the expense of other options within that genre.
Call me crazy but if the Wall Street Journal closes its doors, I do believe the entire United States will implode as no one will know where to put their money. Will money just cease to exist altogether?
I mean it. Everybody gets their 15 minutes I suppose and unfortunately it's up to the rest of us to have to watch the clock with every incessant "tick"
Nationwide parties to begin popping up like the Monster Bomb party of 2008 where between 10-15 Monster infised drinks were served in nationwide parties.
22oz Kid Rock Bad Ass Beer and Red Stag....a Staggerbomb
Looks like the big buyer is still here. Trapping the price with 5 MMs at his disposal until he gets all he wants, and then gone, gone, gone...of course to the upside.
Orlando Sentinel’s Review Of Lynyrd Skynyrd & Kid Rock Live At The Ford Amphitheatre in Tampa, FL 6/27/09:
Kid Rock could be the biggest star in country music.
He could be a rapper. Or a rock ‘n’ roller.
Or, as the guy proved in a flashy, free-wheeling 100-minute set on Saturday at the Ford Amphitheatre, he could just do it all. One of the songs on his latest album, “Lowlife,” also would describe Bob Ritchie’s musical approach. The guy shamelessly borrows from everyone, which doesn’t make his music revolutionary. It just makes it fun.
On Saturday, Kid Rock’s hybrid of rock, rap and twang was bolstered by plenty of special effects. The opening “Rock N Roll Jesus” opened with the singer as a giant silhouette behind a mammoth white curtain. When it was removed, the chunky, chugging rhythms were accented by pyro, fireworks and enough spots and strobes to illuminate a small airfield.
Oh, and don’t forget the giant American flag in the background. A lot of acts would use such diversions to compensate for minimal musicianship, but Rock and his 9-piece band were tight and proud of it.
“There’s no tape recorders on stage,” Rock bragged at one point, tapping on his mic with his hand. “This microphone is actually on.”
The man’s mission statement was presented early on. “Son of Detroit” was a laundry list of his influences, from ZZ Top to Run-D.M.C. and Merle Haggard. Lots of old rock and R&B chestnuts were scattered throughout the show.
He tucked a blast of the Georgia Satellites’ “Keep Your Hands to Yourself” into “Lowlife,” delivered a dead-on “Tumblin’ Dice” and a bit of Sly & the Family Stone’s “Everyday People.” The Dukes of Hazzard theme found its way into “Cowboy.”
Of course, “All Summer Long” was the mother of all classic-rock combos, mashing together a whiff of “Werewolves of London” and “Sweet Home Alabama” together into a shameless dose of nostalgia.
That “Sweet Home Alabama” guitar riff has plenty of exposure with Lynyrd Skynyrd in the opening slot. The band’s 75 minutes was a revelation that exceeded expectations. With only three key members with deep connections to the band’s roots, the current incarnation of Skynyrd could be dismissed by cynics as perilously close to a tribute band.
Not so. Singer Johnny Van Zant and guitarists Gary Rossington and Rickey Medlocke still deliver with passion and energy. The band showcased a song from the upcoming God n Guns album, but the focus was wisely on old favorites: “Gimme Three Steps,” What’s Your Name?” “That Smell,” “Sweet Home Alabama” and, of course, “Free Bird.”
The latter became a memorial, with names and images of dead and departed band members on the video screen. It’s a big list, made longer by the recent deaths of keyboardist Billy Powell and bassist Ean Evans.
If these guys are tired of playing the oldies, they don’t show it. Like Kid Rock, they looked like they were having fun.
SOURCE: Orlando Sentinel
Rolling Stone Review The Rock & Rebels tour with Lynyrd Skynyrd/Kid Rock live in Tampa, FL 6/27/09
About halfway through his set at the Cruzan Amphitheatre in West Palm Beach, Florida, Friday night, Kid Rock saluted the Twisted Brown Trucker Band, the 10 excellent musicians backing him. “There’s no Pro Tools, no tapes, no trickery,” the man born Robert James Ritchie to a suburban Detroit auto dealer said. “This ain’t no American Idol bullshit; this is some American badass shit.”
It’s true: Kid’s band, anchored by dynamo orange-’froed drummer Stephanie Eulinberg, kept the opening night of the Rock and Rebels tour on high musical ground, rather than plummeting into parody. Was it nice to see a live concert that really felt live? Yeah, Auto-Tune is destroying music (arguably). Does that make Kid Rock more authentic — let alone badass — than Carrie Underwood? Ladies and gentlemen, Kid Rock is an entertainer. He’s got a lot more PT Barnum than Bob Dylan in him. But he puts on a solid show.
Kid took the stage silhouetted against a white sheet. Stooped over with his long hair hanging out of his trademark bowler, he looked not unlike the old cartoon hillbilly character that had played on the video screen behind Lynyrd Skynyrd about a half-hour earlier. Make no mistake: Ritchie is playing a character. He launched his career by being a white rapper from the Motor City while Marshall Mathers was still in puberty. But a few years ago, he began emphasizing the rock side of his rock-rap hybrid, and by the time he was singing “Sweet Home Alabama” on his ‘08 hit “All Summer Long,” Kid was embracing his backwoods FM radio-rock roots.
Kid played all the hits: “Cat Scratch Fever,” “Tumbling Dice,” “Everyday People.” He played his own songs, too — “Bawitdaba,” “Rock N Roll Jesus,” “Cowboy.” The funniest part of the evening was when he took a turn behind the turntables, scratching nimbly with one hand while pouring himself a shot of Jim Beam with the other. He also played piano, drums and guitar.
Lynyrd Skynyrd have been playing without Auto-Tune for a few decades now — and it showed when singer Jonny Van Zant warbled off pitch and pianist Peter “Keys” Pisarczyk (replacing Billy Powell, who died in January) stumbled over the keys in their final song, which was, of course (shout it!), “Free Bird.” Skynyrd, like Rock, paid tribute to troops overseas and the USA. Like Rock, they also flashed the Confederate Flag — a “rebel” insignia — around. It was not a stylistic statement echoed by the audience in any numbers.
Being a rebel, of course, is an iconic pop music pose. Skynyrd’s songs celebrate being alone and staying the same. That’s the myth of the cowboy/road warrior that they cling to, like change you can’t believe in. Kid Rock’s stance is slightly more evolved. He acts like a womanizing, anti-intellectual drunkard, but in a funny duet with Eulinberg, he also made fun of just what a silly character that is.
Kid played almost an hour and 45 minutes, with no encore. He and Skynyrd never shared the stage, not even during “All Summer Long.” Having already toured together last year, maybe the two generation of long-haired rockers no longer need to high-five.
Kid Rock’s Set List
“Rock N Roll Jesus”
“Son of Detroit”
“Tumbling Dice”
“You Never Met a Motherfucker Quite Like Me”
“Devil Without a Cause”
“Lowlife (Livin’ the Highlife)”
“Keep Your Hands to Yourself”
“Cocky”
“All Summer Long”
“Amen”
“Rock N Roll Pain Train”
“Everyday People”
“Cowboy”
“Blue Jeans and a Rosary”
“One More Time”
“Half Your Age”
“I Am the Bullgod”
“Picture”
“My Name Is Rock”
“So Hott”
“Bawitdaba”
SOURCE: Rolling Stone
Not much has changed in a year. Well, except for buying one for everybody, he is making one for everybody and EVERYBODY is buying one FROM him.
Pretty funny stuff....
MICHAEL ROSENBERG
Comedy ensues when Kid Rock ‘golfs’ at pro-am
BY MICHAEL ROSENBERG • FREE PRESS COLUMNIST • JUNE 26, 2008
There are only two reasons for a celebrity to play in a PGA Tour pro-am. One is that he is a golf nut. The other is that he loves people.
Kid Rock does not strike me as a golf nut.
“You nailed that one right,” he said.
Kid Rock showed up for his pro-am round Wednesday afternoon with John Daly in bib overalls and a white T-shirt. He cracked that “I didn’t know what the dress code was going to be,” but the truth is that if he had shown up in an actual golf shirt with a collar, his fans would have mocked him.
By the end of the day, he had amended his attire slightly: He’d gotten rid of the T-shirt.
“You wanted Kid Rock to golf,” he said. “Kid Rock is golfing.”
Kid Rock did not golf much. On the second hole, he hit his tee shot onto the 11th hole, then left it there. Some people donate their organs to science; Kid Rock gives his golf balls to nature. He has this habit of starting holes with a club and ball and ending them with a beer and cigar.
His main function Wednesday was being Kid Rock, a role he was born to play. He seems incapable of blowing off anybody. On one hole I saw him pose for a photo with the same adolescent three times.
I don’t know how many autographs he signed for the day, but between the first green and the second tee, he signed 58. If you do the math — a few dozen per hole, multiplied by 18 holes — pretty soon you’ll need a beer.
Kid Rock is here to help. At one point Wednesday he promised to buy everybody in the crowd a beer if he made a hole-in-one. He would have had one, too, if only the hole were on the adjacent fairway.
The funny thing is that he wasn’t even sure he’d play in the pro-am.
“I said I might,” Rock said, “And then Daly confirmed for me. It hit the AP wire and I started getting all these calls: ‘You’re playing in the Buick!’ I’m like, ‘I didn’t confirm yet!’ They’re like, ‘It’s in the paper.’ So then if I don’t show …”
He didn’t mind showing. Unlike most celebrities, Kid Rock adores crowds as much as they adore him. He often goes to Pistons games, sits in the front row and winks at the camera when it’s on him. Once in a while, Eminem shows up at the same game, and he always seems like he wishes he hadn’t.
“I’m a people person,” Rock said. “I love people and being around people. That’s just how I am. I think (Eminem’s) a little different. He’s an equally good guy, a great father and everything. I just don’t think he likes the crowds, which is understandable.
“I got in this to make some money and get some girls, originally. Little did I know I would end up on a golf course with John Daly and doing all sorts of charity work and going overseas. It’s been great. I’m very humbled and very privileged.”
If you didn’t know that Kid Rock and John Daly knew each other, you would just assume, wouldn’t you? They are, for better or worse, a perfect match.
Kid Rock had a beer in his hand on the first hole. By the fifth hole, he was on his third beer.
Daly tried to quit drinking once, but he couldn’t figure out another way to get the beer from his hand to his stomach.
How did they meet?
“He came to a show years ago in Memphis,” Rock said. “I remember them saying, ‘Hey, John Daly wants to come to a show.’ And I said, ‘I love John Daly! Rock ‘n’ roll golfer. Perfect!’ And the funny thing was he came by and had like four or five thousand dollars worth of T-shirts. Just bags and bags of them, for his family and stuff. He’s just that type of guy.”
Kid Rock is a member at Oakhurst in Clarkston (”they were kind enough to give me a discounted membership”), but he doesn’t play much. Sometimes he has a tee time set up when he’s touring.
“The hard part is just getting up and doing it,” he said. “By the time the afternoon rolls around and you get up, it’s usually time to go to dinner.”
Kid Rock is no stranger to celebrity golf. He once played in the Michael Jordan Celebrity Invitational in the Bahamas — barefoot. There was no PGA Tour Shotlink at the tournament, so I can’t say exactly how far he hit his opening drive. I’ll just have to take his word for it.
“About 12 feet,” he said.
The crowd naturally laughed at him. Kid Rock turned around and said, “Can anybody here do any better …?”
They all screamed yes.
” … after selling 22 million records?”
Um, no.
OK, so he’s not much of a golfer. But he is a heck of a motivational speaker.
“I told (Daly) before we started: ‘Let’s just go out and have a good time, and have fun. Just make sure we (bleeping) win,’ ” Rock said.
For a moment, I thought they would. On the first tee, Rock told the crowd “this is going to be just as interesting for me,” then hit his tee shot.
He crushed it.
“All I know is I cranked it off one,” he said. “Everyone was scared by that first shot. They were like, ‘Oh, (bleep), Kid Rock can golf!’ Which is all I cared about. I should have quit right then.
“That’s kind of been my thing in life. When it matters, I deliver. That was the big crowd of the day. I was nervous and rattled, and I cranked it. So I was more than ecstatic about that.”
Contact MICHAEL ROSENBERG at 313-222-6052 or mrosenberg@freepress.com.
http://www.freep.com/apps/pbcs.dll/article?AID=2008806260405
When those certain few fail us, we can always count on our icons for the rest of our entertainment value. Kid messing with a video camera:
http://vids.myspace.com/index.cfm?fuseaction=vids.individual&videoid=59745451
Funny the big board negativity seems to be reaching its climax at the precise instant the company is unveiling its largest product introduction in company history. Must be getting ready to take off.
I'll let you know how the beer tastes this weekend.
That's correct. There was an accumulation phase in the .68-.80 range on the stock after they came out with his interview. They locked the price and once they had their shares, off it went.
Then if it comes down to your opinion versus mine, I guess we'll find out after the fact who has to give their money back and who doesn't. And who goes to jail and who doesn't. That's the bottom line.
What makes it all the more interesting is who gets unsolicited messages versus just posting it on the board.
Should be "I am not"
I, nor anyone who has come into possession of any information, are officers or officials of the company. Therefore, they are not obligated to follow the rules of Reg FD, yet they will still be in possession of "material news" or "material information". Once posted, that information is viewable by THE PUBLIC, but is NOT MADE PUBLIC BY THE COMPANY.
On the flipside, anyone who does intense due diligence and comes up with a number of factors to justify a certain product introduction based on interviews given, or news stories already in print, is making "an educated guess." This could coincide exactly with the news the company later releases. That IS NOT inside information, or material non public news. It would only become material NON PUBLIC news if that same information came with an exact date the news would be announced. And then the news was in fact released on that date.
Wrong. Wrong. Wrong. Wrong. Wrong. Wrong.
Reg FD was enacted to make sure EVERYONE has access to material information at the same time. This was because brokers and analysts were getting info from companies and trading on it(front running) before the company disseminated such news. THIS IS MATERIAL NEWS THAT WAS MADE PUBLIC TO THOSE PEOPLE AT THE TIME THEY TOLD THEM ABOUT THE NEWS. OR, AT THE TIME THEY SENT E MAILS TO THOSE FIRMS THEY DO BUSINESS WITH.
A message board forum is not a proxy for any company. Fact and simple. Unless! Somebody from the company is posting here AND posts such information. That is not happening and will never happen.
I, nor anyone who has come into possession of any information, are officers or officials of the company. Therefore, they are not obligated to follow the rules of Reg FD, yet they will still be in possession of "material news" or "material information". Once posted, that information is viewable by THE PUBLIC, but is NOT MADE PUBLIC BY THE COMPANY.
In this matter, the company knows nothing, and continues to act is it normally would. Subsequently, anyone who makes a trade, or more, based on that information is acting on MATERIAL INFORMATION ONLY. It only becomes MATERIAL once the company announces the same news at a later time. It is non public news when it is posted here. It becomes PUBLIC NEWS when the company releases the same news at a later time.
Where most people lose their audience is when they get the idea in their head that anyone on a message board is a proxy for releasing news from the company. Up until that point, anyone who posts can only be viewed as rumor or innuendo at best. Where the SEC gets involved is when those postings identically match what the company says at a later time and there were trades by that same individual, or others who VIEWED it, that ended up being very profitable for all considered.
As a case in point. Let's say someone from SAB Miller told someone that SAB was making an all cash offer for Kid Rock Beer for $4.50 a share, and the entire company for $6.00 a share. And that info was posted on a message board with exact dates, etc., etc., and the company had accepted the offer in principle. They would put out the initial launch of KR beer and the existing executive management makeup would remain the same. SAB was purchasing the company take Bad Ass worldwide, with penetration into Asia and Europe to greatly bolster sales.
Now, in this case, material information regarding DKAM has been put out for public view, but this still remains non public information as it has NOT been properly disseminated by the guidelines of Reg FD. Therefore, anyone that trades on this information, would be trading on material non public information. Remember though, it only becomes "material non public information" once the company announces the same exacting news and makes it public.
Therein lies the struggle with an argument that makes no sense. Something is not non public until a force makes an identical statement that makes it public. Until then, it is a VERY concise set of items constituting information only.
Please don't ever try to contradict or quote me regarding SEC Rules and Regulations. The Rules are quite clear. A message board does not make ANY company's material news or information public. It remains material non public information.
Material Information is defined as: Information which would be likely to affect a stock's price once it becomes known to the public. Examples include a takeover, a divestiture, significant management changes, and new product introductions. also called material news.
Public Information is defined as: Information disseminated by a company through "acceptable means" as outlined by Rule 101(e)
4. "Public Disclosure" Required by Regulation FD
Rule 101(e) defines the type of "public disclosure" that will satisfy the requirements of Regulation FD. As proposed, Rule 101(e) gave issuers considerable flexibility in determining how to make required public disclosure. The proposal stated that issuers could meet Regulation FD's "public disclosure" requirement by filing a Form 8-K, by distributing a press release through a widely disseminated news or wire service, or by any other non-exclusionary method of disclosure that is reasonably designed to provide broad public access -- such as announcement at a conference of which the public had notice and to which the public was granted access, either by personal attendance, or telephonic or electronic access. This definition was designed to permit issuers to make use of current technologies, such as webcasting of conference calls, that provide broad public access to issuer disclosure events.
As a general matter, acceptable methods of public disclosure for purposes of Regulation FD will include press releases distributed through a widely circulated news or wire service, or announcements made through press conferences or conference calls that interested members of the public may attend or listen to either in person, by telephonic transmission, or by other electronic transmission (including use of the Internet). The public must be given adequate notice of the conference or call and the means for accessing it. The regulation does not require use of a particular method, or establish a "one size fits all" standard for disclosure; rather, it leaves the decision to the issuer to choose methods that are reasonably calculated to make effective, broad, and non-exclusionary public disclosure, given the particular circumstances of that issuer. Indeed, we have modified the language of the regulation to note that the issuer may use a method "or combination of methods" of disclosure, in recognition of the fact that it may not always be possible or desirable for an issuer to rely on a single method of disclosure as reasonably designed to effect broad public disclosure.
Rule 10b5-1 -- Trading "on the Basis of" Material Nonpublic Information in Insider Trading Cases
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Preliminary Note to Rule 10b5-1: This provision defines when a purchase or sale constitutes trading "on the basis of" material nonpublic information in insider trading cases brought under Section 10(b) of the Act and Rule 10b-5 thereunder. The law of insider trading is otherwise defined by judicial opinions construing Rule 10b-5, and Rule 10b5-1 does not modify the scope of insider trading law in any other respect.
--------------------------------------------------------------------------------
•General. The "manipulative and deceptive devices" prohibited by Section 10(b) of the Act and Rule 10b-5 thereunder include, among other things, the purchase or sale of a security of any issuer, on the basis of material nonpublic information about that security or issuer, in breach of a duty of trust or confidence that is owed directly, indirectly, or derivatively, to the issuer of that security or the shareholders of that issuer, or to any other person who is the source of the material nonpublic information.
•Definition of "on the basis of." Subject to the affirmative defenses in paragraph (c) of this section, a purchase or sale of a security of an issuer is "on the basis of" material nonpublic information about that security or issuer if the person making the purchase or sale was aware of the material nonpublic information when the person made the purchase or sale.
•Affirmative defenses.
•
•Subject to paragraph (c)(1)(ii) of this section, a person's purchase or sale is not "on the basis of" material nonpublic information if the person making the purchase or sale demonstrates that:
•Before becoming aware of the information, the person had:
•Entered into a binding contract to purchase or sell the security,
•Instructed another person to purchase or sell the security for the instructing person's account, or
•Adopted a written plan for trading securities;
•The contract, instruction, or plan described in paragraph (c)(1)(i)(A) of this Section:
•Specified the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold;
•Included a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold; or
•Did not permit the person to exercise any subsequent influence over how, when, or whether to effect purchases or sales; provided, in addition, that any other person who, pursuant to the contract, instruction, or plan, did exercise such influence must not have been aware of the material nonpublic information when doing so; and
•The purchase or sale that occurred was pursuant to the contract, instruction, or plan. A purchase or sale is not "pursuant to a contract, instruction, or plan" if, among other things, the person who entered into the contract, instruction, or plan altered or deviated from the contract, instruction, or plan to purchase or sell securities (whether by changing the amount, price, or timing of the purchase or sale), or entered into or altered a corresponding or hedging transaction or position with respect to those securities.
•Paragraph (c)(1)(i) of this section is applicable only when the contract, instruction, or plan to purchase or sell securities was given or entered into in good faith and not as part of a plan or scheme to evade the prohibitions of this section.
•This paragraph (c)(1)(iii) defines certain terms as used in paragraph (c) of this Section.
•Amount. "Amount" means either a specified number of shares or other securities or a specified dollar value of securities.
•Price. "Price" means the market price on a particular date or a limit price, or a particular dollar price.
•Date. "Date" means, in the case of a market order, the specific day of the year on which the order is to be executed (or as soon thereafter as is practicable under ordinary principles of best execution). "Date" means, in the case of a limit order, a day of the year on which the limit order is in force.
•A person other than a natural person also may demonstrate that a purchase or sale of securities is not "on the basis of" material nonpublic information if the person demonstrates that:
•The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and
•The person had implemented reasonable policies and procedures, taking into consideration the nature of the person's business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material nonpublic information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material nonpublic information, or those that prevent such individuals from becoming aware of such information.