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The special meeting of stockholders already took place on December 4th. The notice was dated Nov. 11th and took place at 1005 N 19th street in Middlesboro, KY 40965. It is not too late to write the SEC in my opinion.
As I stated in my earlier post, the vote was to authorize a par value per share of .001 rather than .009 and for a 1 for 10 million shares reverse split. Under terms of the reverse split, shareholders holding fewer than 10 million shares will receive cash that represents what the company says they have been advised represents fair value.
I bought my shares in 2004 for $1 per share so you can see I stand to be royally screwed with where the share price has gone. I originally had 151,000 shares but the stock did a 2 for 1 split and I had a little over 300,000 shares. The stock under Terry Lee then did a 1 for 2 reverse split and ended up with about 24 million outstanding shares. Then additional shares were somehow authorized and there are now 56,518,422 outstanding shares so I should have somewhere around 360,000 shares. Only problem is I don't believe the company has a record of the shares I hold. Most of mine are held at Schwab. I have shares in an IRA, a Roth IRA and some issued in both my wife and my names. My wife got the letter in her name announcing the special meeting. It was Not addressed to both of us and no letter in just my name for my IRA accounts. That may explain why people did not received the notice.
In reality it was meaningless. Terry Lee and his entourage hold 39,228,136 of the outstanding shares. That represents 70% of the voting stock. And they are the only ones that will be left with enough stock (3.92 shares) after the reverse split to continue to be shareholders.
I did write to the SEC and received a call. I was told that they could not tell me if there is a current investigation but they could say there was no litigation going on. I was told that I should hire a lawyer to which I responded that I believed that was the reason the SEC exists, to protect the interests of investors. I encourage everyone to write to the SEC and demand an investigation. There can be no more procrastination. If you don't write your voice will never be heard. I have sent the SEC an email in my possession from a former board member that accuses Terry Lee of fraud. This former board member is an attorney. He should know.
I have also sent them a number of other supporting materials that demonstrate violations of security regulations. The person who sold us the investment was not a registered representative. He is currently serving time for selling unrelated unregistered securities and for not being licensed. The people of Heartland knew that Heartland was not registered in my state and are culpable as well for the sale of those securities.
There is a long and convoluted history with this company inclusive of the people who HAVE been or who are CURRENTLY involved. I can provide the SEC with more and have offered to do so. I just hope there are enough shareholders who feel compelled to write to the SEC and ask for an investigation. I believe that investigation could be quite revealing
Did anyone receive the notice from Heartland for a special meeting to approve a change in common stock par value from .009 to .001 and for a 1 for 10,000,000 (as in TEN MILLION) share Reverse Split? I just received the notice today, November 16th.
Can someone tell me what this all means and if the SEC has approved the company going private? By the way, has anyone else written to the SEC to protest and request an investigation into Heartland and Terry Lee recently?
I encourage everyone to do so...You are about to get bent over and set out by the curb for garbage pick up.
Bald Eagle,
Start by just telling them your story..How long you have been a shareholder, how many shares you own, what you paid for the shares, what they are currently worth, how you became a stockholder, who sold you the stock, what attracted you to it.
You could also express your concern about the fact that Terry Lee has accumulated almost all the shares and is applying for a reverse split. Have you ever received any written communication from Heartland? Have you been asked to vote on a reverse split or for approving additional shares? Has there been a vote on the board of directors? Have you received an annual report? You should ask for an investigation based on your experience. I suspect that many investors share the same experiences and concerns...
Tery Lee controls 80% of Heartland and we have no power. It doesn't really matter how you vote, it is going the way Terry wants it to go. But the point is you have a right to vote. Is that alarming to you? You are an owner of the company and have no say...It's quite clear, at least to me, that his actions have not been directed toward building shareholder value on my behalf. How long have you held the stock? Did you get issued additional shares when the number of outstanding shares was increased from 23 million to 56 million? that represents about a 2 1/3 to 1 split...I have never received any notification. Has anyone?
No one should be happy about what is going on ...I have read some posts that seem excited about the reverse split suggesting a 1 for 2000 split will give them a $20 stock or more...you end up at the same place as far as how much your stock is worth. You just end up with fewer shares. The reverse split is not going to attract Mutual funds or institutional investors. Heartland is simply not big enough.
I have also read that some feel that Terry will take the stock private and then go public again and somehow we have this powerhouse stock. What would be the purpose of going through that? I somehow cannot connect those dots.
I do not believe he EVER intends to take the company public again. I believe he wants to get rid of all the share holders, to do away with having to file all the reports with the SEC and the expense of being a member of the exchange. A 100 million dollar company is small small potatoes...IF Heartland shows a 10 million dollar profit, it is the equivalent to earnings of about 17.8 cents per share with 56,000,000 shares outstanding. If the stock traded at a PE ratio of 15 it would be a 2.68 stock. At $20 per share it would represent a PE of 112. That is not representative of a blue chip stock..Heartland will never be a Blue Chip.
The acquisiton of the additional convenience stores gives them a write off that will make Heartland appear unprofitable for years.
Heartand is small potatoes in the big picture. But it is our picture. That is why shareholders HAVE to make their voices loud enough, numerous enough and the message repeated often enough to get the attention of the SEC.
Someone posted a link for the SEC a little over a year ago..I think it was the Reaper or Magic..If anyone has that link could they please post it for the benefit of those who may wish to write to the SEC?
I submitted a letter of complaint to the SEC on January 2, 2012. On January 3, 2012 I also submitted to the SEC a complaint written by Jerry Gruenbaum. I submitted it at his request. He is an attorney specializing in securities law...He is also the original person who started Heartland by acquiring a company, I believe, called PMI Wireless. Gruenbaum has a history of acquiring distressed companies, ("shells") and creating new ones. Such was the case with Heartland and he currently has another that trades under the symbol CNGI, Concordis Group. He was an officer and board member of Heartland for a number of years.
Jerry detailed several Terry Lee violations in his complaint using the words "fraud" and "conspiracy" in identifying specific actions.
I have not heard from the SEC and I do not know if Jerry Gruenbaum has heard from them.
I saw in a post from Terry Lee dated April 6th he was expecting to hear about a reverse split in 60 days, which would make that date coming up shortly. I would encourage everyone to write to the SEC and ask for an investigation if you feel your investment is at risk.
I do not wish to repeat what you may have already read in my posts but Terry Lee has deliberately driven the stock price down.
Can anyone explain to me why he would affect a reverse split (1 for 2; 46 million to 23 million shares), drive the share price into the cellar while acquiring most of the shares (about 80% between himself, his brother and his sons) then increase the shares outstanding to 56 million and now file for a reverse split of 1 for 2000? Part of the answer is he can drive out most share holders with the split. Most will not hold enough stock to be viable and once under a certain number of shareholders he can take the company private....Have any of you been provided ballots to vote on increasing the number of shares or a reverse split? Have you voted on anything?
It is, in my opinion, a conspiracy to take over Heartland while screwing the shareholders. How can Heartland acquire a bunch of convenience stores and still trade at a penny? Terry once told me the stock did not reflect its true value because the land under the convenience stores is usually the most expensive land in town but not calculated as such in the sock price. There are other reasons affecting the "profitability" of the company. There is alot more to this story and none of it is about creating value for general shareholders.
60 days will be here in about two weeks. Who knows what that will bring. If, indeed, there is to be a reverse split ruling, time is of the essence. Wouldn't it be a shame if you had good intentions and didn't write the SEC? Would it not be a sad day if there were no investigation of Heartland if it turns out there should have been one? Wouldn't it be a shame if Terry Lee and his family were the only ones whose stock eventually held any meaningful value?
Been a while since I have checked in on the posts. Interesting. I have been a stock holder since 2004 and have not experienced anything positive from this company. Three of the original officers are gone as are all but one board member. It has been more hype than substance. Heartland was supposed to be Amex qualified and listed on that exchange by February of 2005.
Terry Lee came on board in 2007. In a phone conversation Terry told me I would be happy in 3 years. My original purchase price was $1 per share and at 1 cent a share you can tell I am not happy. I have been trying to find a way to get my money back for 9 years.
There have been many unfulfilled promises and questionable actions along the way. What I was told I was buying in Heartland was not remotely what I got.
In your research you will see that Terry Lee and Heartland already did a reverse split, from about 48 million shares to 24...after the reversal it traded at 60 cents but the stock went south..as it lost value Terry Lee acquired more stock for himself, his brother and his sons. Some of the board acquired shares at low prices as well. Heartland acquired one of Terry and his brother's companies for cash and stock. Heartland made the acquisition through funds borrowed I believe from a bank where Terry Lee is president. I think the company sold for a little over 3 million. So now, Terry and his brother get the money and get the company back if they are allowed to take the Heartland private. Wouldn't we all like to have that deal???
Terry Lee and family now control about 88% of the stock. They also bought out some of the former officers in a private deal that did not show up as shares traded. Purchasing that many shares would have driven the price up. Trent Summerville, former CEO and President of the board sold approximately 5 million shares. I was told by another former board member that Trent was treated fairly. Perhaps that is so because that would remove a roadblock to going private.
After Terry Lee came on board Heartland hired an experienced New York PR firm to help them get listed on the AMEX and as I was told at the time, met all the requirements to be listed except for trading over a certain dollar amount for 10 consecutive days. The firm supposedly had the experience to get Heartland there but it never happened. Terry Lee, I was told, did not want to actively promote the company to mutual funds, institutional investors or to anyone else by meeting with them and doing what was necessary to promote Heartland. Terry dropped the firm and when I inquired about it he told me they were not worth the money.
Shortly thereafter, at a board meeting, Terry announced his intentions to take Heartland private. At least one of the board members resigned because of that and the price of the stock has been in the basement ever since.
When Terry did a 1 for 2 reverse split the stock doubled as it was supposed to but then went into a free fall which further reduced the value of my shares. After period of time, Heartland authorized more shares and one day much to my surprise there were 56 or 58 million. I did not received any communication to ask me to vote to authorize additional shares and I have never been informed if I received more than double the shares I held. I have no idea. But increasing the number of shares further dilutes shares and I believe it has been by design.
The board of directors have never been elected to the best of my knowledge. They are all employees of Heartland companies. As a shareholder I have never voted on who sits on the board nor have I been given the opportunity to vote on the reverse split or authorizing additional shares. I have never voted on anything....
I do not believe Terry Lee has any of our best interests at heart. I have been around long enough to see enough to be able to make the statement. You may view the acquisition of additional convenience stores as a positive but what I see is while Heartland increases its value it also has taken on debt that will offset profits for years, showing little profit and therefore not increasing the value of the stock.
One of the posts I read suggests that the stock will be worth $1 or more. I wish that were true but can't see any way that will happen. I would encourage anyone who has been thinking of writing the governor of their state to do so or the Securities office.
A little over a year ago Heartland proposed a 1 for 2000 reverse split. It also was in the process of filing to take the company private. I wrote the SEC at that time.
Here is how I look/looked at it. Terry Lee is allowed to obliterate the number of outstanding shares of a stock (1 for 2000 reverse split) that has been driven into the ground and then can offer to buy us out at a penny on the dollar. You can sell or hang onto shares that will not trade nor will they increase in value once the company is private. The accounting practices, acquisitions etc. can affect the stock value forever while Terry and a chosen few profit immensely...Hmmm.
What is the board members' name? Where did you hear the $1.00 per share? I paid that in 2005...needless to say I have lost just about everything. I would like to get that back...What is the significance of holding onto 2,000 shares? Thanks..
please keep on it and keep us informed...I appreciate it...I am sure everyone does...
Terry Lee said the same things starting in 2007. Building value over the long haul.The message has not changed nor have the results....let's see.....oh yeh .01 per share. It HAS been a long haul..
He's took over a company and drove the value down and then he and his family acquired most of the shares..approximately 85%. He also had Heartland acquire a mobile home company he and his brother owned which created additonal debt for Heartland and provided a nice profit for himself. Who appraised the acquired company? Create enough debt for Heartland and it will never show a profit. That keeps the stock price down, doesn't it? We also had a reverse split to create more stock value we were told. We went from about 46 million shares to 23. The stock was then at 60 cents. It headed south and somehow today we are at about 56 million Sares? How did that happen and what did it do to share value. Who authorized the dilution? I didn't get to vote. Today through Heartland, he controls the company and the assets inside. Did you ever get to vote for a board of director? Ever wonder why? The current board has never been elected.
So he rides the value down, acquires the majority of shares and files to take the company private. After going private and with the controlling shares he offers pennies to buy out the remainder. Nothing the share holders can do; accept or dangle in the breeze forever.
So he gets Heartland and the companies inside it, including the company he and his brother sold to Heartland. Which means he profited by selling it to Heartland and then gets it back with pennies. Where did Heartland get the money to make the acquisition?
He is committed to growing Heartland over the long term? Or should he just be committed?
Really...He should be investigated.
Letter to SEC written and sent....I encourage anyone with good intentions to write them, to do so ASAP...
Thanks for the help..I have written an initial communication to the SEC. I will re-write and send it this weekend. I have read the uploads thanks to Orioles link and see that there must be something amiss in Heartland's reporting. I trust the filing to go private will be denied and SEC looks into Heartland's accounting methods and business practices.
The 1 for 2000 reverse split is an insult...In my opinion the stock is undervalued, unpromoted, unloved by investors and diluted by design.
I guess I am not finding what you are referring to..I don't see anything the govt. released when I follow your link posted dec. 23rd...sorry.
Thanks....got off the phone with the former CEO of Heartland earlier today... he doesn't have the ability to pull together any offensive even though he claims he stands to lose alot. I'll read your post and hope that something comes of this...It may be that Lee has done everything legally but morally he is bankrupt...
How do you contact the SEC to investigate? Is there a specific email address? I want to protest Terry Lee taking Heartland private. The stock has been diluted with this specific intent. It went from about 46 million shares to 23 in a 2 for 1 reverse split about 2 years ago. I was told at that time by Terry Lee the reverse was recommended to increase the value on the stock and to get it closer to being qualified to be listed on the AMEX. He also told me prior to that, that I would be a happy investor in about 3 years. Hmm....I AM NOT HAPPY. Terry Lee acquired about 19 million of those 23 million shares. Those shares were transferred to a private company. Do you think that move was intended to insulate himself because his plan has always been to take Heartland private?
Today I see there are now 56.52 million shares which further dilutes shareholder value. I know I never got to vote on anything. Did You? It would not have changed the course of events since Terry Lee controls the company. However, he does not represent my best interests or anyone elses. Over 6 years ago I was one of the top dollar investors in the company. I have attempted to get my money back ever since. Today my "investment" is worth a fraction of what is was. I sent Terry Lee an email dated Nov. 1, 2010 asking if he was planning to take Heartland private...I got no response. Here we are one year later and guess what? Who do I talk to???