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What I've read from her has been right. I agree with you. I made the mistake of agreeing with her about the sale of preferred stock.
What I don't understand is the group effort to discredit someone who seems to be generally right on the money. Am I missing something? What is it?
marketbear, I just saw the link you posted,
Definition
Preferred stock on which dividends accrue in the event that the issuer does not make timely dividend payments. Most preferred stock is cumulative preferred. opposite of non-cumulative preferred.
Where does it say that unregistered preferred can be sold publicly in the market? It doesn't. Read SEC Rule 144(k), S-3 and read about why a form 3 is required to sell preferred after the restrictions have been met and the legends legally lifted.
needdiamonds, you make a valid point. TMM shareholders had their entire TMM investment diluted out of existence to pay QTN's bills. I feel for QTN's employees, but QTN BK'd TMM. C Flynn told us they were QTN employees. What more do they want out of the TMM investors their company BK'd?
I told you I wasn't fisty and I urge you to read C Flynn's posts. He told us the W2's were QTN W2's, not TMM W2's. That makes the employees QTN employees, not TMM employees. My question is still unanswered. Why was TMM footing QTN's bills after QTN told us they were being financed through 2008 by a private equity fund?
marketbear, please tell me what you want me to "read-up" on and where to find it. You are really kicking a dead horse. I suggest to you that you learn what classes of shares the SEC allows companies to raise capital with through a public offering of shares. Those are common shares, not preferred. Common shares are what can be legally offered to the public to raise capital. An "IPO" is the intial public offering of these shares. Generally beneficial owners in the company, and the firm underwriting the IPO, get these shares. On top of that, the beneficial owners privately negotiate a deal for preferred shares. There is a "sale agreement" written up for these shares. In that agreement the restrictions to sell are defined. If the preferred shares are convertible to common, after the restriction has been met, a form 3 and an S-3 are filed to meet rule 144(k). The legend on the stock can only be removed in this process. Then the preferred is exchanged for common that can be sold into the market.
If you believe there is another way the SEC allows and that one can sell restricted preferred unregistered shares in the open market please give me a link. I'd love to see it. Until then, I'll stick with how things are done in the real world.
CFlynn, with all respect, I think you're missing the point. The only investors QTN had were private investors. QTN was a private venture. The financing for QTN was a private equity fund that was supposed to be paying employees through 2008.
Instead, it appears TMM shareholders, the publicly trading company the "investors" are invested in, were footing all of QTN's bills. This diluted their investment into nothingness.
You posted yourself the W2's say "QTN". So, why were TMM's investors footing QTN's bills? That's the question.
marketbear, I never used the word "marketable". I said "tradeable". I can't believe you are even debating this.
Surely you've heard the term, "IPO", haven't you? An IPO is the intial public offering of the company's registered common stock that the company can legally offer to the public. There can be subsequent offerings, but they are all common shares registered with the SEC to sell to the public.
Preferred shares are restricted shares. They are unregistered. They have a legend on them. They are not free trading as you claim. The holder must request for removal of the legend under Rule 144(k). A Form B has to be filed. A S-3 has to be filed. I think it might do you good to learn what stock is legal to offer to the public and what stock is registered to trade in the open market. No need to bicker over this. I'm right.
marketbear, you're honestly telling us stock other than common is traded in the open market? Only common shares are registered to legally sell as a public offering. No wonder you think I'm fisty! Step away from the computer for awhile. Only registered stock is tradeable. Non convertible preferred is unregistered and cannot be sold in the open market.
marketbear, you're just being silly now. Fisty posted all the QBID classes of preferred on Raging Bull the shareholders approved. It's a given stock must be registered before it is sold into the market. It's a given that only the convertible can be sold into the market. Your argument changes with every post and I can't keep up with each new twist. The bottom line was that fisty was right. So was I. Stop twisting.
marketbear, now I'm wrong too? I never said all preferred is convertible to common. I said preferred shares that are sold in the market are the convertible shares after they are registered as common. That was what I said. It just happens to be what fisty told you too. Can we drop it?
marketbear, we can repaste all her posts. What point is there? You either misunderstood what you read or just hate fisty. Stock-up was incorrect. Preferred do not get designated a different cusip number. That's just dumb. And when sold in the market they are convertible from preferred to common. That was fisty's point. You missed it. The preferred have restrictions. Any restricted stock must be registrered before it is sold. That is what she was telling you. She was right.
I don't understand what you ask when you ask for my "stand" on what common shareholders own?
A "thank-you" would have sufficed. I don't care which one of you was right. The fact fisty was pleases me to no end seeing how silly you are acting now.
Have a great evening. I hope your husband gets paid and gets a refund from the tax man.
marketbear, maybe you missed this. It doesn't matter. Let's just say you missed posts and rushed to judgment. Fisty was right. Let it go.
By: good_shep
08 Feb 2007, 01:08 PM EST
Msg. 1217733 of 1217869
(This msg. is a reply to 1217732 by dead_katt.)
Jump to msg. #
...Capital market preferred stock (CMPS) is what is converted into common stock and traded in the open market after conversion. DARTS, STARS & MAPS preferred are auctioned off PRIVATELY. These kind of preferred shares are unregistered and can't trade publicly. PIK or "pay in kind" get dividends in more preferred shares & exchangeable PIK's make a conversion into debt for the holders' ROI. You can see why I didn't get into with him or marketbear. Its way over their heads...
marketbear, you apparently have a thing going with fisty. I didn't read it that way. What I read, twice now, was stock-up claiming QBID preferred had to have a different cusip number than QBID's common stock if it were to be sold publicly. Fisty rightfully told him that any preferred selling publicly would be convertible to common and trade as common. She never posted, in the exchange I read, that all preferred was sold publicly. In fact she defined preferred classes sold at private auction and such. Maybe you hate her so much you don't read her posts for clarity. I don't know. If you want to believe she was wrong, do so. I don't care anymore. Can we drop it now?
marketbear, I would back you if you were correct just as earnestly. I'm sorry. She was correct about the preferred shares. I never saw her post QTN was toxic financed. I saw her post TMM was. In that case she is correct. If she posted QTN was toxic financed, then why didn't the private equity fund finance QTN through 2008 as promised?
Enough of fisty if you don't mind.
marketbear, I have no idea why you have to always put me in a position to speak for or defend fisty. On Raging Bull she posted TMM's toxic financing. TMM is not QTN. QTN supposedly had private investors through 2008. They backed out. If they backed out, how could their terms be toxic?
whatever, marketbear.
If fisty posted QTN's financing was toxic, how does she know? The only disclosure of the financing was that it would no longer last through 2008. Is she a mind reader?
marketbear, I'm not fisty. I only agreed with fisty on preferred shares.
And QBID/TMM is a public company. I agree with you. QTN however is not. The stiffed employees, as C Flynn told us, have w2's from QTN, not TMM/QBID. They were QTN employees.
"toxic financing"? Where did I post that? I lost you. What I posted was that QTN employees should have been paid in QTN funds. Instead, QTN employees were being paid in TMM funds, at the expense of TMM shareholders. I never heard of any toxic financing for QTN.
InAnotherLife, you are so right on. QTN employees have a means to at least get tax refunds. TMM shareholders were made to believe they were investing in a privately owned company only to discover that proceeds from their company selling stock, diluting theirs, was how QTN was financed. What resourse have TMM shareholders? The money is all gone.
What you must consider marketbear is that the trading company was TMM. No one here invested in QTN. QTN is not publicly traded. So imagine how it felt for TMM shareholders to discover that they were footing QTN's bills for absolutely nothing in return but dilution of their TMM investment? TMM investors were completely defrauded like QTN employees were.
That's really the point, CFlynn. Your W2 states you were employed by Q Television Network, inc.
Anyway, if this helps - our W2 from last year was "Q Television Network, Inc.".
You weren't employed by TMM. So what I was getting at is that it will be interesting if any audits of the two companies take place because the auditor will then find out where all the money TMM transferred to QTN went, be it to Valcom or other entities. Then we'll see not only see how much tax QTN evaded but also how much tax TMM evaded.
marketbear, I didn't explain anything to anyone. I just read the posts at avocadoman's suggestion. I'm sorry I pointed out fisty was correct. I will never do that again. Happy now?
For the record, you might look into what fisty posted to you. No matter how wrong we say she is.
Capital market preferred stock (CMPS) can be converted into common stock and traded in the open market after conversion. DARTS, STARS & MAPS preferred are auctioned off PRIVATELY. These kind of preferred shares are unregistered and can't trade publicly. PIK or "pay in kind" get dividends in more preferred shares & Exchangeable PIK's can make a conversion into debt for the holders ROI.
The IRS filings by QTN's stiffed employees open-up a huge Pandora's box, don't they? If any of the returns are audited won't the stink roll back to Frank Hagan and his bosses?
Wouldn't the W2's also lead the IRS to Valcom where all the money that was supposed to be paid to the QTN employees went? Either way, the FED TAX ID numbers on those W2's are going to be interesting. Olsen has a past with tax evasion issues.
And, by the way, what W2's did TMM employees get from 2000-2005? I would love to see the transmittal to the feds Hagan sends when he files all those W2's on his bosses behalf.
Wouldn't you love to see Richard Brown's W2? Who did he work for again?
I read all those posts on Raging Bull marketbear. That wasn't what fisty said. She said only the convertible shares are registered to sell. She pointed out to you the difference between issued and registered.
But don't worry. I won't ever agree with anyone who is right on this message board again if you think different, no matter how wrong you are. Status quo.
Have you heard? I'm fisty here on IHUB. Why? Because I happened to have agreed with something she posted on Raging Bull? This reminds me of the treatment Jacklyn Deaner had to endure. I thought things might've changed with time. Was I wrong!
Sounds like fisty? That makes me fisty? On that note...
Now it's maybe? Didn't you just post you know that I am fisty because you have both of our IP's? Well, you're wrong and I have no desire to participate in any more of this nonsense with you. I'm not fisty. Deal with it.
That's impossible. I can assure you I know who I am and who I am not. But since you brought it up, why would IHUB give out posters IP's?
I only brought up Wulf because of his death. He, Arthur and Deak were thugs. I agree with you that it isn't fair only Wulf met with such a fate.
You think that I'm fisty? Why is that?
Avocadoman, do you remember blewbird? Enson? What ever became of them? Do you know? Do you know that Wulf killed himself?
Yes, I agree. That's why I think if you are in a losing battle with fisty to begin with, it's a bad move to align with stock-up.
Is fisty good shep on Raging Bull? I went over there and read the posts. There is a lot of hyperbole fer sure but in essence it looks to me like fisty is simply explaining the differences between preferred and common shares. No offense to marketbear, but he should pay attention to what she's saying. The overkill on her part might be due to marketbear trying to argue away what is common knowledge. Just my 2 cents.
Oh, -EDIT- If I were taking fisty to task on something, I think siding with stock-up isn't a very good idea and, I'd try to debate her on something she is wrong about. JMHO.
Well then, I concur with you 100%.
You might be joking, but you are right. TMM said they were consolidating offices with QTN at Media City. Valcom acquired Media City. Perhaps TMM left a forwarding address for their mail. I highly doubt it, but Valcom would be the best source for finding anyone that was associated with the defunct TMM.
Guys, TMM is out of business. There is no number to call.
ttgop, there can be no merger between TMM and Cinemax because TMM no longer exists. QBID is TMM's trading vehicle. What can happen is that Cinemax can acquire the trading vehicle to make Cinemax a publicly trading company. That requires Cinemax to make QBID shareholders a tender offer.
Frank Olsen's shares were not "retired". Frank converted his shares to preferred to partake in the liquidation of assets.
What I was saying marketbear was that there are no SEC filings to support any claims of a "buy-back". A buy-back is a recapitalization and falls under Rule 10b. That means TMM, if it still existed, would have to file an 8k disclosing a merger of some sort. That would permit QBID to buy-back shares for recapitalization until the merger was consummated.
And, any selling would fall under rule 144 disclosure.
Other than that, it's illegal for insiders to trade QBID.