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I disagree. With his proposed actions, CB is proving to be dishonest and very, very greedy. How can you trust him with anything, when he tries to pull of a 1:25 R/S, which crucifies the existing shareholder base?
I will bet you any amount of money that not one sharesholder, even you, saw this coming.
No, my concern was JB's note. There were discussions of his note having conversion rights at 50% of the current stock price. Post R/S, that could have amounted to 8 million shares. That could have been significant. Since there are NO conversion rights, it is a none issue.
Regarding dilution, other concerns are CB's 35% ownership, the cost of new money, considering the stock price, and the key employees/management option pool?
If JB isn't getting any ownership with the note, will they be overly generous to him out of the option pool? CB, his brother, is the gate keeper. Who is going to keep CB in line, considering what he is paying himself with the RS? If the RS passes, the BOD has 500 million shares authorized under their control. CB can afford to be generous since has his new found 35%.
With all this new ownership, the OLD common shareholders need an explosive picture/story to see the value in voting for this, other than faith.
What about the revised Padgett #11 numbers, if any? What about Padgett #12 H, or how about the Mississippi formation and results of Murphy-Nash #1? What about other activities, such as drilling plans, new found marketing plans, etc.... Bottom line, what is going to support and raise the new stock price?
Will he hold back all this information until he sees the results of the vote? That is the question.
Can anyone confirm for me, one key point, is it conclusive that JB's convertible debenture has NO conversion rights to common?
If this is affirmative, at least, that would elimiate some portion of the dilution, should it pass.
I understand his logic. CB's interest is only in securing his ownership position. He will do whatever it takes, otherwise, what is the point of doing all this. Would you be doing all this for 3%, as the founder?
In my previous discussions with Joe, last year, I got the distinct impression that they are taking a long term view of things and that they were not as concerned with the short term stock price.
I will tell you a funny one. In my discussion with Joe, last September, around the Padgett #11 formation announcement, he said that once they announced the Padgett production numbers, the stock price would go up, so much so, that we would probably be complaining that the stock price was to high. Still waiting for that problem.
Here we are almost "1" (one) year later and very little has happened. They knew a lot, even back then, and they have been holding back, IMO, as to get the ownership issues in order.
When you release your first major production announcement on Monday, June 11th, only to be proceeded by the RS filing, Friday, June 8th, with NO further word or announcements since, what would you think?
Seem like they are following the script to me, IMO.
Here is a question on the note, since they extended it for only 60 days, could they be setting it up for the RS not to pass, as well? What I mean is, if the RS doesn't pass, could JB demand settlement on the note?
If AMEP doesn't come up with the funds, could he then kill the deal and take his property out?
On the other hand, if the RS passes, could they be setting up to buy him out with some of the new fund?
Are you kidding me? My assumptions? Look at the stock price, the tone of this board, the outrage of every investor, including those reluctantly voting yes, since AMEP introduced the RS concept.
I wish I were wrong, but show me what is good in this for those that have put there money in AMEP, at very high risk, over the last few years?
I was expecting blast off, when Padgett #11 was announced, and I got what????????
It is what it is, nothing more, nothing less.
CB has no disregard for the people who have put money into AMEP, up to now.
I have seen investment advisors do this before. They don't care about the past, all they want is to get paid, so feed the king what he wants to hear.
It is the CEO's responsibility to be the moral conscious for all the shareholders. Well, I know what we can say about that. He is only morally concerned about one family and it starts with a "B."
Here is the question you must ask yourself, what does he own in AMEP besides the CD? If he has no/little shares, what's he doing here? We found out why CB had so little ownership, didn't we?
CB pulled the end run on all of us with his 1:25 RS, which gets him to the level of ownership he is demanding. Wouldn't it make sense for JB to convert his deal, outside the RS, giving them greater that 50% ownership.
When you factor in CB's and JB's ownership and the sweet deal the new investors get, considering the current state of the stock, the Common Stock Shareholders are the only ones who get royally raped.
The Bitters are sitting high in the water with their new investors buddies, while we sink to the bottom.
I have a hard time believing that this guy is the son of a preacher man. CB, talk about screwing your congregation (your shareholders) and taking from the collection plate.
You talk about big money. My question is, at what price?
Bottom line, this is a fantastic deal for CB, JC, the employees and new money. This is a disastrous deal for the common stock holders.
Here another question. Why doesn't CB and JC participate with us, since we have all been in the same boat? CB, the captain of the ship, gets off while his crew goes done with the ship.
Common Shareholders will ultimately be diluted down to 20-25% of their original value, when CB, JC, the employee options and new money are digested. That is our new starting point for growth with this proposal.
Since CB's on his this greed and power grab, he is forcing this R/S, to get his 35%, at our expense. This my friend is the point of this spear, plain and simple.
New money is great and needed, but as a result of the R/S, it becomes very, very expensive with the current price conversion. New money will be great for us to grow, but we have a very steep hill to climb, just to get back to the surface. The guys starting on the surface, CB, JC, the employees and new money, are all sitting high in the water, just to start.
I am not saying your reasoning is wrong, but many of the people I see voting YES are bending over, reluctantly surrendering, and very, very unhappy at the outcome. I mean seriously, who could be happy with this?
Let me say this, CB and family should own a significant part in AMEP, up front, and have the opportunity to own a lot more shares based on incentives, but not this way, and not this much.
He ask for significant monies ($7 million), invested at much higher risk, to build his company, and now he want to discount this heavily.
Let me give you an example. I invested $1000 in early June for my daughter, based on what I knew, understood and expected in my 2 years being here.
With the proposed plan by management, instantly this $1000 has the potential to be discounted to $250, or 1/4, overnight. With CB's preferred, JC's debenture, the keyman/employees plan and the proposed financing, bingo, here is your new value. That is a pretty deep cut, betting on the future, from a guy who has not delivered, as promised publicly, as of yet.
He has got this 35% in his head and everything starts and end there. Why not a 1:10 R/S? More reasonable in my book considering his performance, the last 2 years, and the amount of shares outstanding.
This current PPS is a great entry point. I guess, $.06/.07, was not.
The only strategy that I clearly see, is how CB is positioning ownership for he and his brother.
Regarding his O & G strategy, if I don't see anything concrete before the vote, I will assume he has none. This position will substantiate my NO vote.
Here are some questions:
1) When is/will CB convert his Preferred? Will he stay in the Preferred to take advantage of future R/S?
2) When is/will his brother convert his Debenture? Same question above applies to him.
Note, these conversions will give the 2 brothers over 50% and near 60% ownership, proportionally diluting the existing shareholders. With what they are pulling now, I wouldn't put anything pass them.
3) How many shares are being set aside for employees/key persons?
4) What are the arrangements/PPS for the proposed financing? Is the money lined up? What are the funds earmarked for and when?
Of course, we then have the O & G questions......what's up with Padgett's #11 & #12, Nash #1, new leases etc....Why did we cap well(s), i.e., Padgett #11, since we are in such need of financing?
And it is all your fault. You board people trash talking this deal is putting us down.
It has nothing to do with AMEP, the R/S, CB's preferred, JB's Debenture, not plan, no communications, no respect.
Who is kidding who?
Save it sonny. I wouldn't' waste my time talking with AMEP. They have taken all the shareholders money, which was invested at great risk, to build their company, only to turn around and screw them into the wall on payday.
The shareholders have been decimated, and the sole recipient winners were CB and family. All this was done on $500k loan that he set and negotiated, for such a day as this.
Now we wait for JB convertible debenture to drop, of course, post R/S. That's a sweet deal, as well, when you execute a massive R/S and kill the PPS. Sets the whole family up real nice like. Kinda like we always planned.
EGO is a deadly trait that colors ones thinking. I don't know how someone can look in the mirror at the end of the day and say, I did my fellow man/shareholder good today. Remember this, "the value of a man is base on the character of an individual."
The boards don't set the PPS of this stock. The company set the PPS of this stock by their plans, actions and communications.
I would like to know the qualification of the 3rd Board member from Carrollton. Isn't this CB designation?
This is staggering, but based on the ethics of these people, it wouldn't surprise me at all. These are the same guys holding back production/information, dictating the terms of the R/S, and the only ones receiving direct benefit, from the proposed R/S.
No wonder the Bitters and the Directors essentially own no common stock. They have been planning to deal wit the common stock shareholders all along. All the goodies will be distributed once the R/S is done.
In all your discussions and meetings with these guys, didn't they tell you differently? Did they ever indicate to you that we going to screw you one day?
Now we have CB's R/S dilution, JB's debenture dilution, and we haven't even gotten to the Directors, the key man/employee option plans, nor the new financing. With the way this is going, we will end up with 20% of our original value, if we are lucky.
For all the people voting YES, did you factor in the additional screwing that we are going to get? You can't possibility be serious in supporting leadership/integrity/honesty like this.
This is staggering, but based on the ethics of these people, it wouldn't surprise me at all. These are the same guys holding back production/information, dictating the terms of the R/S, and the only ones receiving direct benefit, from the proposed R/S.
No wonder the Bitters and the Directors essentially own no common stock. They have been planning to deal wit the common stock shareholders all along. All the goodies will be distributed once the R/S is done.
In all your discussions and meetings with these guys, didn't they tell you differently? Did they ever indicate to you that we going to screw you one day?
Now we have CB's R/S dilution, JB's debenture dilution, and we haven't even gotten to the Directors, the key man/employee option plans, nor the new financing. With the way this is going, we will end up with 20% of our original value, if we are lucky.
For all the people voting YES, did you factor in the additional screwing that we are going to get? You can't possibility be serious in supporting leadership/integrity/honesty like this.
It will be interesting to see whether AMEP is silence through Aug 17th or starts to release a barrage of PRs, justifying their performance and outlining growth for the future.
If they are silent, then I think, the heat will get turned up.
If they come clean with announcements on the revised Padgett #11 numbers, real Padgett #12 H numbers, the results of the Mississippi formation on Murphy-Nash #1 and numbers, new capital plans including amounts and prices, plans for drilling on the Padgett and Murphy leases, new leases acquired and plans for drilling, etc....., then they may get people to change their votes, betting on the future.
They have to show explosive hope in digesting this pill because what they have shown us from the past isn't enough.
This trust me BS wouldn't fly.
In your final comments, you talked about the possibility of AMEP trading in the $5-8 range, PRE R/S split, in 3-5 years. Do you realize that put CB value, with his Preferred stock ploy, in the $1.5 - $2 billion dollar range?
He built his company on issuing 500 million shares of stock from mostly other peoples cash and assets. They are now asked to take major dilution in moving the company ahead, but he is NOT. It's good for everyone else, but NOT him.
I would be willing to say that 90+% of the shareholders are shocked at the tactics CB went to get his ownership. Do founders deserve this level of ownership, yes. This way, no.
What will he do next? How much is enough?
Wow, there are a lot of smart, sophisticated investors in AMEP, who are very angry. I think AMEP underestimated this group, thinking we are a bunch of dummies. Not the case at all.
I am still confident that we will make money either way. We have not introduced any new production for nearly 2 years, at least since I've been here, for this day/event. The June 11th PR was the first salvo, which is what I have been waiting for. Come on CB, show us #12 H and the Murphy formation test results. You have that information at hand. Could you imagine if #12 H is proportionally productive like #11 and if Murphy has the Mississippi formation? My money says they do!
CB gets to take his shot, now it is time to take ours. Let be smart in moving in unity, yet be aggressive in taking the game to him.
The only way for AMEP to assure success in winning this deal is for them to roll out a series of PR's over the next 5 weeks something like this:
*
Padgett #11 updated numbers
*
This deal has been well planned and calculated. Mr. Bitter deserves founders ownership, but why didn't he set it up front, like most people do? Why pull the power move, diluting everyone else, when he's having his coming out party.
He falsely presented a capital struture that I/we all invested in, not knowing his ultimate motives. I would have invested differently had I known that he was getting 262.5 million shares, considering is R/S gift. Does a founder deserve it, yes, but not this way.
In support of his coming out party, IMO, he has been holding back production, as not to show numbers or bring visibility to his actions. This would affect his multiple on the R/S, which drives his percentage ownership. I mean a 1:10 R/S doesn't get him the ownership he wants. Think about it, if he had announced production on Padgett's #11 & #12 H, without the R/S, we would be near $.20 PPS. He couldn't justify a 1:25 R/S.
For all those big supporters that raise him up in such high esteem, save it. This man has been dishonest. You someday have to choose between honest & integrity versus greed & ego. Two different roads. I know where he went.
The key to his success in this deal is how he lays out the announcements over the next 5 weeks to justify the R/S and new money. If he lays out a plan to support the R/S and shows results, results we have been expecting, such as revised Padgett #11 numbers, initial Padgett #12 H numbers, the results of the Murphy-Nash #1 formations, new leases, etc...then he may sway some people.
In the end, this guy has been saying one thing, while all along plotting another. You can always find legal and financial advisors to help you hatch your scheme. He seems to have them.
This seems well engineered. It will be interesting to see who purchasd shares the last 2 days, who voted yes and what relationship they have to management.
Well said.
I am all for these guys getting rich. Lord knows he/they deserve it, but not at the shareholders expense.
Can you imagine what 265 million shares, pre-split, or 35% of the company will buy you when they completely build out the Padgett and Murphy-Nash leases, just to start. That is a lot of scratch.
They are asking the shareholders to get a root canal and an enema at the same time. No, thank you. The CEO's responsibility is to look out for the best interest of ALL the shareholders, not just A shareholder.
I knew my experience in working with high technology start ups, with founding entrepreneurs, would come in handy one day. I thought that nightmare was all in my rear view mirror. I thought I had seen it all, then this.
These kind of people do not take no for an answer. When you say no, that is when they start.
Thank God that there are people like that in the world, but sometime they just need to be roped in.
I look at it this way, I want this to work out for CB's benefit, even in spite of the tactics, but if this is a power play and it is all or nothing. Good bye. He will be the big loser.
You have to remember one thing, where is the value? What CB has assembled and proven, in the assets, is the value. They stay with AMEP, with or without CB. Oh ya, maybe PRI goes back to his brother, but that's not the value. It is in the Barnett Shale properties and the rigs.
Considering the condition of AMEP today, with the right incentive/compensation package, you could attract a ton of top notch people. We are not starting from scratch, but rather we are on the cusp of a break out, in developing two large proven leases.
Just look at the numbers. If AMEP did $1.2-1.5 million annually with 200 wells, considering PRI's 197 or so wells, and we just announce Padgett #11, just one well, and the initial rating is $1.2 million annually, what do think? One well surpassed all our annual revenues.
Now consider this. Padgett #12 H is done and coming on line. They say horizontals are rated 3-5 X a vertical. We just blew away the numbers big time.
Now add the reworked MN #1 on top of this. Remember, MN #1 was our top performing well before Padgett #11.
Why do you think they are pushing now?
We do not want to get rid of the BOD, just change/control it. What I would suggest is drop one, probably CB's friend, keep the accountant, and have the shareholders add 3.
So a five man board, one existing guy dropped and add 3 with expertise to assist the company.
I have been really impress with a lot of people on this board. They wouldn't be here if this wasn't a great opportunity.
I would recommend GEH and Nelderand, for sure. Both a very knowledgeable and communicate very, very effectively. You will have to have thick skin and big XXXX to deal with this guy.
We want the company to grow exponentially and CB to become rich, but not at our expense.
If he will do this, what's next?
Exactly what I am thinking. He may already know it won't pass, so his will settle for more than he has now.
If it does not pass, all he has is his 12 million shares or so. That is it.
This is a vote of complete control. If he wins, he owns everything. If he loses, he owns essentially nothing. Do I trust this guy now with what he is pulling? No way.
Remember, just wait til we find out what the BOD will award the Directors and key employees. How much will JC and Joe get? We do not know that now.
I would think it would be on the 15th or earlier, unless they file for the late filing, which I believe is 5 days.
I know we do not know what the reserves are, never said we did. We need to find out.
Indicatons from the initial Padgett #11 numbers and from what the company has been saying, they are huge.
If they are not, this R/S is a bigger mistake.
I have been critical of this deal, but I for one would rather see CB stay, run the company, under a new BODs, and focus on O & G business/drilling, with a ton of shares. He would become very, very rich out of this deal and he deserves too.
We do not want to throw the baby out with the bath water. CB gets his chance to do his end run. If he loses, then we the shareholders get our chance to make changes. It is all in the vote.
Are you happy with the value of your investment? Hell, I have lost a ton the last two years, and I am down a ton more now. I am supposed to be happy with the execution the last 2 years and now the prospects of this major dilution. Enough is enough.
Let us realize that everyone is expendable and no one is invincible. The value in AMEP today is in the 7000 acres of Barnett Shale properties, and specifically, the Padgett and Murphy-Nash leases, at least what we know of today. The revenue/reserves from these two leases are huge. They are AMEP's and no one can take them away.
Do you not think, worst case, that we could not sell them off for multiple of our current stock price, knowing what we know now. Initially Padgett # 11 production numbers $1.2 million annually. Padgett #12, being turned on, 3-5 X multiples of #11. What about the effects of the Mississippi high formation under Murphy-Nash #1? If you put that acreage up for bid, you would have many, many takers. Huge O & G find, already producing with complete 3D seismic report, reserve reports to follow. If no takers, we continue to drill out these areas for the near future.
AMEP needs help in marketing, communications and maybe finance. They need to build out the infrastructure, at some point, with other resources. This is a thin bench.
CB has the most to lose, but also the most to gain.
Lets look at another post R/S factors.
If we do get less than 20 million shares for our 494 million shares, owned today, and if we have CB's Preferred conversion of 10.5 on top of this, how many millions of shares are we going to give the BOD and key employees?
We get diluted with the R/S, we get heavily diluted with CB freebie and we will get further dilution when we put the key employees plan on top of this. We do not even know what those numbers will be, as of yet.
Again, I am all for a rich employee plan, but not this way.
Pre R/S, add 494 million to 262.5 and you get what? I like to look at the magnatude of this impact in todays numbers.
Post R/S, it is something like 18/19 million plus 10.5.
Let me say this again. We do not know the number of shares that the BOD of Directors is going to set up for themselves and employees.
So it is CB numbers plus a whole lot more.
It is time to come together in unity and vote this down. I would like to suggest that Nelderand, Contractor, GEH and/or Saber, come together in a unified/leadership voice. I say these people because not only have they been active for along time, but they, and especially Nelderand, were active in organizing the last vote.
If it makes sense to use the voting tool being floated around, great, but lets decided so everyone is on board and votes.
I would not have invested like I did had I know Mr. Bitters owned an additional 262.5 million shares, that the company would have had over 750 million shares issued, which would have probably required 1 billion shares to be authorized.
This is a key point!!! Remember, this does not even count the shares going to the BOD or employees. So it is Bitter's numbers plus much more. Let me say that I am all for Mr Bitters and AMEP's employees getting a lot of shares, but not this way.
With Mr. Bitter driving the bus you will never maximize the shareholder value/PPS. I don't care if you have 500 million shares or 20 million shares issued and outstanding, his arrogance in supporting marketing and communications will not enhance the shareholders value. With this approach, you will always be significantly under valued in relationship to the assets/value of the company. It's like owning a Bentley and driving it like a VW Beetle. He doesn't know how too and he doesn't want to learn.
Exactly right. Twin towers it is. If he gets his 30%, look out. You think he is nice now, just try him then.
This is all about his ownership. The rest is window dressing and mechanics.
Well said. I agree 100%.
As I said, we need to hear from Nelderand, who accumulated all the individual votes, and has been working in the background.
That is the only current activity that I am aware of.
The BOD will be held accountable for their actions or lack there of. They will say that the PPS drop is attributed to the negative talk on the boards. That is not the case.
The stock was set to move strongly upward on Monday, June 11th with the announcement of 3 significant things:
1) Initial production numbers for Padgett #11, which were $1.2 million annually. This one well nearly replaced all the annually revenues of AMEP's existing inventory of 200 wells. POWERFUL announcement.
2) That Padgett's #11 & #12 H were drilled, completed and ready to turn on. POWERFUL news, especially Padgett #12 H being completed.
3) That AMEP was moving to investigate the Mississippi high formation under Murhpy-Nash #1. Possibly the biggest of the 3 pieces of information. Powerful announcement.
This news followed the Injection well announcement that AMEP just recently released. Another POWERFUL piece of the puzzle.
AMEP knowingly killed the market with its DEF14 filing, June 8th, just 3 days prior to their first new well production numbers in years.
Here we sit July 4th, 26 days later and no news. No SEC status. No Business Plan supporting the R/S. No production numbers on Padgett #12 H. No nothing. Only side conversations with CB or JC, which smacks of arrogance and a complete lack of concern for all the common shareholders values. In fact, CB said yesterday, to one shareholder, that the SEC has already responded and had no problem with the DEF14 filed. So what's UP CB, why no news?
Something is not right here. All we sit here with is the possibility of a 1:25 R/S, coupled with CB getting 262.5 million common shares, or 30% of the company, since his Preferred series is protected from the R/S. He is the head of the BOD, he is calling all the shots and look who benefits most.
Are they intentionally suppressing the stock price for their own personal interest? The BOD can be held accountable for suppressing the PPS just like they can be held accountable for inflating the PPS. Are they intentionally suppressing shareholders value? What if one had to sell this past month, for whatever reason, while management played its games? They lost big time.
The BOD is put in place to represent and protect the interest of all the shareholders and to monitor the company's activities. Are they doing their jobs?
I would be willing to bet that better than 60% of the individuals shareholders, which represents in excess of 50% of the common shares, are concerned or outraged. Why is the BOD not reaching out to selected key members of the shareholders group, such as GEH, Nelderand, and a few others, to get their support, hear our concerns or to explain these outrageous actions?
CTB, I am with you. No quick fixes. I have followed Nelderand, GEH, you and a few others for years. Respect, trust and honesty is earned over time.
We had a solid force behind the BDC conversion and we had a solid showing recently with Nelderand survey. Lets stay the course with one plan of attack.
Nelderand, can you give us an update on your status and plans?
I agree with you. This is all about his ownership. The R/S is just the vehicle to get it done. He wants his payoff, now that the company is becoming worth something. He wants to set himself up before the rocket takes off.
How many founders, do you know of, that own 2.5% of their company. JC comments yesterday of him deserving 50-100% of the company, supports my statement.
We need CB to run the O $ G side of this business, but we need leadership to run this company.