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Isn't that part of what Hayhauler has said? Does that make the company saying the same thing coercion? What makes anyone think that the company has the resources to delay another 2 months to come back with a "better offer"?
"The Board believes that if the recommended reverse stock split is not approved by the shareholders, the viability of the Company as a going concern is at significant risk. Additionally, if shareholder approval is not received, the Board believes that the . . . shareholder value will be greatly compromised."
Seems to me they are making their own decision to call him for information, not Charles calling them to "sway" the vote. Phone numbers are in the company's PR's for anyone who chooses to make the call. Yes, more information should have been in the 8-K to the shareholders.
Moderators
Do personal attacks and comments such as in messages #31,407 and #31,414 truly contribute to having a fact based area for information. Perhaps it is time to use the penalty box of temporary bans?
Thanks Jocobboaz. The relevant parts of your holding period post appear to be:
The Rule dictates that affiliate status attaches to any person who directly or indirectly controls . . . the issuer. Rule 405 defines "control" as the "power to direct . . . the management and policies" of an issuer, whether by ownership or position. Thus, directors, officers, and upper-level managers are clearly affiliates.
With respect to sales of stock by an affiliate, Rule 144 imposes significant sales volume restrictions . . . upon affiliates selling either restricted or registered stock. Rule 144's volume restrictions are commonly referred to as "dribble out" provisions.
The dribble out provisions limit the amount of stock that can be sold in any 90-day period. The volume restriction dictates that sales in a 90-day period cannot be more than the greater of the following:
*1% of the issuer's total outstanding shares, or,
*The average reported weekly volume in an issuer's stock for the four weeks immediately preceding the filing of Form 144 (if the issuer trades on a stock exchange or NASDAQ--OTC and pink sheet companies can only be sold using 1% rule).
To me that confirms what people have said Charles told them about his shares. Now if the company would have just explained that in the 8-K letter to shareholders!
Anyone - Do Etrade, Scottrade or others still have trading restrictions on AMEP?
Jocobboaz - Thanks for the information, but I've lost track of whose Rule 144 shares we are talking about. Is it the private investor who wishes to invest in the company who will receive Rule 144 shares for his money, or are Charles' preferred shares Rule 144 shares? Are Charles' current common shares also Rule 144 shares? Anyone know?
Manti: I believe if the meeting is adjourned and later re-convened, it is still the same meeting, not a new meeting. Therefore I believe the previous votes still count, but any late votes (votes from those not previously voted) would be added. I don't recall seeing a procedure for continuing the meeting in the DEF, but I have seen another company file an amended DEF-14A urging shareholders who did not vote to turn in their vote, and also announcing a place, date and time to re-convene. To call a new meeting, they would have to file a new DEF-14 and start over. Anyway, Delaware Code does set adjournment requirements and no secret meetings. "When a meeting is adjourned.....notice need not be given of the adjourned meeting if the time, place.....and the means.....by which stockholders and proxy holders may be deemed to be present.....are announced at the meeting at which the adjournment is taken."
DEF-14: "...the persons named as proxies may vote for one or more adjournments of the Special Meeting. No notice, other than an announcement at the Special Meeting, is required for an adjournment."
From Delaware Corporate Code: http://www.michie.com/delaware/lpext.dll?f=templates&fn=main-h.htm&cp=decode
§ 222. Notice of meetings and adjourned meetings.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
(b) Unless otherwise provided in this chapter, the written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
(c) When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Dr. Sinecure,
Interesting points, and it is confusing. I've been giving the adjournment question some thought since I made my post. To me, the issue comes down to the reason shares not voted are counted as a no vote, and why there is an option to adjourn a meeting. With a yes/no vote this important, the issue should be decided by the majority of the total shares eligible. The end result of the vote should be a clear majority voting either in favor of or against the R/S. Any other decision will have problems. I think having the shares not voted counting as a "no" ensures that the majority of the shares must be in favor of the R/S before the proposal can pass. To balance out that automatic "no", the option to adjourn and encourage non-voters to vote ensures that the R/S proposal can not be defeated without the majority of the shares actually voting against. The largest minority of possible votes cast can not "win". It must be a majority of the total possible votes to decide. If it is either a majority on the first vote, or if the number of non-votes is less than the number of additional votes needed to pass the R/S, there wouldn't be any purpose in adjourning. (That assumes the "no" vote is broken down between those actually voted and the non-votes.)
Don't know for sure, but it seems to me that simply means an adjournment vote does not count the non-cast votes. People who cast their votes as a no will still be counted in an adjournment vote, but the shares that were not voted and counted as a no vote in the R/S vote will not count as a no in the adjournment vote since they were never cast and do not have a proxy representative? Doesn't whoever representatives the proxy votes represent all of both the yes and the no votes? They must count all of the votes the proxy represents? If so, it wouldn't matter whether a person was at the meeting or not, all of the votes actually cast would be counted in both the proxy vote and a possible adjournment vote. It is the shares that were not voted that could be contacted by the company and urged to vote. If there is not a clear "winner" one way or the other, getting the non-voters to vote would be the only way to conclude the vote with a voted majority which is as it should be. Those shares might be voted either yes or no. Bottom line is for everyone to be sure to VOTE, either yes or no. Never take any vote for granted.
Pro, I personally doubt they do have enough money for the pipe, fuel, crew payroll, etc. to drill another company well, but they can't risk loosing their drilling crew either. There's too much competition for oilfield workers. I also doubt CB would pay them to sit around idle while waiting for the proxy results. Therefore, they must either keep them busy doing something that will bring in at least enough to pay the crew wages, or take the risk of laying them off. Some type of contract drill or partnership well, even if at unattractive rates, would be an option for one well. The only new Proco drilling permit unaccounted for is on the Evans-Overstreet lease. Does anyone have any information on whether the E-O lease is an AMEP or a private party lease?
I am one of those waiting for the 10-Q. I personally would take a delayed filing as a very negative sign. However, because of the new accounting methods and more transparency, I also expect this 10-Q to show lower valuations or other information reported that may not look as good as with the BDC reports. It should give us a truer picture of the company, though. In some areas it will be comparing apples to oranges, but may be food for bashers.
"The Note replaced a $2,000,000 convertible debenture dated January 5, 2004."
That means JB does not have the option to convert the note into common shares for half of the current share price, correct? Just want to be sure.
Gandalf
I think it means Bend Arch can't sell the leases to anyone else until they actually pay Proco for them. For instance, they can't sell off some of the leases at the higher (I assume) current prices, use the money to pay Proco and keep the rest of the leases. They must pay Proco first, then Bend Arch can do what they want with the leases. No idea if that is buyout related, but I doubt it.
I recognize the symptoms myself! lol
sillyunclekarl
Yes, if the R/S passes, he can convert his preferred into 10,500,000 common shares. However, there is no further multiple. They stay 10,500,000 common shares and his current common shares are split 1/25 to 113,754 shares, so 10,613,754 new shares and not 263 million shares if the R/S passes. The 35% is his 10,613,754 new shares of the about 29 million outstanding new shares.
"So, after the R/S passes, CB can convert his preferred into common, and then his liquidation rights will be the same as common."
As I understand it, he would be in line with the rest of us for a proportionate share of any remaining assets.
"Until I see it in a "legal filing" as an exception to the norm, I'm assuming it's the case here as well."
Well, how's this?
From the DEF 14A proxy filed 11/19/03 to increase authorized shares
Q. WHY HAS THE PROPOSAL BEEN MADE TO AUTHORIZE A CLASS OF PREFERRED SHARES?
A. The Board of Directors believes that it is in the best interest of AMEP and
AMEP's shareholders to authorize a class of preferred shares. No designation of the rights of this class of stock has been made as of this point in time.
Exhibit "A" STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
AMERICAN ENERGY PRODUCTION, INC.
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered " Fourth" so that, as amended, said
Article shall be and read as follows:
The authorized stock of the corporation is divided into two classes: (1)
common stock in the amount of Five Hundred Million (500,000,000) shares
having par value of $0.0001 each, and (2) preferred stock in the amount of
Five Million (5,000,000) shares having par value of $0.0001 each. The
Board of Directors shall have the authority, by resolution or resolutions,
to divide the preferred stock into series, to establish and fix the
distinguishing designation of each such series and the number of shares
thereof..... and, within the
limitations of applicable law of the State of Delaware or as otherwise set
forth in this article, to fix and determine the relative rights and
preferences of the shares of each series so established prior to the
issuance, thereof.
Form 10-Q, Sept. 30, 2004, pages 38-39
On January 5, 2004, The Board of Directors approved the issuance of up to 4,000,000 shares of designated Series A preferred stock. Under the terms of the designation, these Series A shares are not entitled to dividends. The shares are convertible, at the option of the holder, into three times as many common shares as Series A, preferred that are held. There are no liquidation rights or preferences to Series A, preferred stock holders as compared to any other class of stock. These shares are non-voting, however, the holders, as a class may elect two directors.
What "legal filing" were you referring to?
"I've been there before. preferred conversion rights are always compensated, restrictions on selling (if there are any) are released."
Please explain where the SEC filings specifically say "There are no liquidation rights or preferences to Series A, preferred stock holders as compared to any other class of stock." When I originally asked that question last month, the answer I received was that meant the preferred shares did not include any special or extra rights over the common shares in the event of a sale or liquidation.
Apparently, yes, Charles can convert his 3.5 million preferred shares to 10.5 million common shares at any time, regardless of whether the R/S passes. The preferred shares are not entitled to dividends and are also non-voting, although he has the right to elect two directors to the BOD (which he has not done). That also would seem to mean that, since the shares are non-voting, he would need to convert his shares into common shares before he could "take over the company". Either way, without liquidation rights or preferences, it still seems to me that he would have to stand in line with everyone else in the event of a sale or liquidation.
I haven't checked for changes in later filings, but Form 10-Q, Sept. 30, 2004, pages 38-39 says "There are no liquidation rights or preferences to Series A, preferred stock holders as compared to any other class of stock." That would seem to say that in the event of the sale of the company or liquidation, all shares would be considered equally????
"Preferred shareholders always come in front of common."
TRRC production info through May and posted through July 21 is now online.
Proco info Palo Pinto County production through April (no May data)
Jan. - April: 1,777 BBL oil & 33,198 MCF (combined) gas
April: 302 BBL oil & 8351 MCF (combined) gas
No data posted on new wells.
FWIW, Stovall Operating does not have any data reported for May. They are the operators of the new Ellenberger well completed three months ago and validated 7/12/07 across the road from the Nash-Murphy well. It is drilled into the same Mississippi High as the N-M. No data reported for it, either.
Whichever: Uhm, I've gotta admit, that goes so far over my head that........... lol
Gandalf: I agree that a late Q would not be a positive thing, especially since the last 3 have been early.
Whichever, no idea. I still haven't figured out what "validated" means. lol
Whichever: Not sure if this is the same well or if this helps you, but .......
http://investorshub.advfn.com/boards/read_msg.asp?message_id=21290874
FWIW, I'm not sure they know the true reserves. It was 4 months ago so I may not remember correctly, but I think the reserves were discussed at the BDC shareholders' meeting. I believe they said they would need to successfully complete some new wells in the area to prove the formation first in order to be accurate. (There are few new Barnett wells in that area and fewer horizontals?) I also think they said it was very expensive to have reserves evaluated and appraised, so they could only afford to do that once (every few years?).
Rook: It is certainly a mess any way you look at it!
"i wish us luck on this however it may turn out."
Clarification please. Did you mean JC's or CB's preferred by "...call JC - I did yesterday about his Preferreds"? I don't remember JC having any preferred. Thanks.
CTB - I hope you used the opportunity to request that the company officially releases additional information clarifying this issue and other issues that have been raised. I was disappointed that the letter to shareholders did not say more.
Someone here posted that the Hart 8 is in production. Does the TRRC have a definition of when a well is officially "in production"? Is it when a well first starts to ship product, or when output has stabilized and the TRRC has set the wells production allowance? Is "stabilization" the same as "validated"? I found a new well on a neighboring lease listed as completed in April, but not validated until last week - three months later. That well does not have any April production listed, or is even mentioned in TRRC reports, only through its drilling permit.
(Oops, sorry, Steady T, did not see your post.)
Thanks Mrditbme. What I thought I remembed, though, was an earlier post where you gave 2-3 specific price levels where you would buy additional shares.
Mrditbme: Can you give me a post number where you stated that intent? I may have misunderstood. All I found was #27709 on 7/5/07- Yes, I have been adding additional shares
Oops, never mind. I just found my answer in a post on RB. The preferred shares are non-voting.
Question for help in clarifying.
The DEF says "Though the Preferred Stock is entitled, by its terms, to elect two directors, Mr. Bitters, as the sole holder of the Preferred Stock, has declined to exercise that entitlement. Therefore, the Common Stock is the only class of securities of the Company entitled to vote at the Special Meeting." Does this mean that CB would have beeen able to vote his 3.5 million preferred shares if he would have chosen to elect the two directors he was allowed? I think someone recently may have posted the link to the filing establishing the preferred shares, but I don't remember who and haven't found it.
btw: Why didn't CB elect his own directors if his principle motivation is to take over the company? Wouldn't that have made submitting the R/S proposal a slam dunk without relying on the judgement of the other two elected directors.
Mrditbme, since you brought the discussion over to this board, your answer was far from "crystal clear".
What if the majority in a fair, certified vote chooses in favor of the R/S proposal? You have said "The nice thing about Democracy, voting, and accountability is that the people and voters will decide. It is after all, what much of the blood shed by countless hero's was in defence of and my way of honoring such sacrifice." Yet, you have also said "As to what will be done in the event of passage it's already in the works" and you just now said "Expect review." That was clearly a threat of action against the company if the proposal passes. Which statement do you stand by? It can't be both.
Your answer of "I fully stand by Democracy assuming it's a fair election and no shenanigans have taken place getting it in place or the details behind it." leaves a big back door of ambiguity open in your answer. Please define "...assuming it's a fair election and no shenanigans have taken place getting it in place or the details behind it." I believe the March BDC vote was certified by a member of the BOD and I expect this one will be certified also. What "shenanigans" and what specific details?
MrD: What if he has sold shares since the announcement? I thought a couple weeks ago after the initial pps drop you said you were starting to buy shares. Maybe you even laid out pps goals where you would buy additional shares? If so, why did you do that? Wasn't it your intent to profit from the drop in pps? Sorry if I'm remembering the wrong person.
Right, blatant illegal manipulation of the voting results. Thanks, I needed the good laugh!
Manti, you've got me curious. How would the "yes" people know which of the unrepresented individuals planned to vote 'Yes" and which ones planned to vote "No" so they could pick and choose who to contact?
From the DEF: "This Proxy Statement will first be mailed on or about July 13, 2007 or as soon as practicable thereafter." That is about one month in advance of the vote. Does the company even have a list of shareholder names and contact information? I believe once the company turns the materials over to the transfer agent, it is out of the company's control. It then becomes the transfer agent's, your broker's, etc. responsibility to actually distribute the proxy materials to the shareholders. The company allowed a similar amount of time for the BDC proxy, but I don't recall the problems during the BDC vote being traced to the company. I believe it was more of a broker issue.
A poster on another board had a question regarding the DEF section concerning the adjournment of a special meeting. That is a section I had not really paid any attention to or understood.
From the DEF: "If a quorum is not present at the Special Meeting or, although a quorum is present, an insufficient number of votes in favor of any of the proposals described in this proxy are received by the date of the Special Meeting, the persons named as proxies may vote for one or more adjournments of the Special Meeting. No notice, other than an announcement at the Special Meeting, is required for an adjournment. Further solicitations of proxies with respect to these proposals may be made. Broker non-votes and abstentions will not be voted for any adjournments."
It would seem to me that if there were not enough votes to pass the proposal, there would be enough "no", "abstain" or non-votes to defeat the proposal - a majority against. Why adjourn if there is a majority decision? The only thing that makes sense to me would be if there were problems (as there were with the BDC proxy) with shareholders receiving their proxies in time from the transfer agents or brokers. Maybe in that case those shareholders are considered unrepresented shares which would not be counted, rather than non-voting shares which would be counted as a "no". That could result in no majority being obtained. If that is the case, soliciting the vote of those unrepresented shares so they would be represented and counted would seem proper in order to achieve a final majority either for or against the proposal. Is that what the DEF is saying?
man alive: "Now blast away.. " Why?
You are correct, page 11 states the conditions to achieve a quorum. The quorum determines whether a meeting can even be held. As you said, there must be 164,558,638 (or more) shares of common stock represented at the meeting before the meeting can continue. If a quorum is not met, there is no vote taken. The page goes on the describe what steps apply if there are not enough shares represented to achieve a quorum.
That should not be confused with the number of votes needed for the proxy to pass. Once the 1/3 standard has been met allowing the meeting to continue, I believe it is a higher standard that must be met for the proxy to pass. Page 15 states "Required Vote: The affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote is required to approve the reverse stock split." That to me is a long winded way of saying it takes more than half of the 494,170,082 total outstanding shares to vote yes in order for the proxy to pass, not 50% of the 1/3. Note that it says "a majority of the outstanding shares of Common Stock entitled to vote", not "Shares.....being present at the Special Meeting." Certainly not simple to me! lol
This reply is not intended to be a "blast". Pro's questions dealt with what was required for the proxy to pass. That is what I was answering and therefore I did not mention the quorum requirements. Perhaps I should have.
Pro's original questions: "plus has the issue of "not voting" been cleared up? if you dont respond to the vote is it automatically considered a NO? plus what does it take to pass the RS, simple majority (51-49%)? or is there a number that has to be exceeded."
Contractor: Did you see my questions this morning in #29583?