what do you think? please edit. if okay, you can send it too. i am thinking of hand delivering it.
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Ms. Mary Jo White, Chair
Security and Exchange Commission
100 F Street, NE
Washington, DC 20549
(202) 942-8088
whitemj@sec.gov
chairmanoffice@sec.gov
We bring this up to you as potential violation of fiduciary duty by Exide Technologies’s for your further review.
(a)Exide announced cancellation of common shares without providing valuation data and left it blank. Please see Docket 2631 Filed on 11/17/2014. Page 238 on valuation was omitted. How can a investor tell if shares would be canceled without the critical valuation information that is missing? This is the most critical piece of information that will determine the value and important for equity holders and was omitted. The company chose to state the cancellation of common shares without information to stake holders to whom they have fiduciary duty to. We believe that Exide management has kept the shareholder in dark all along and has been hiding information thus violating their fiduciary duty. Dockets only have information that is relevant to creditors and rest is either sealed or blacked out as seen.
(b)In 2004, Exide undervalued itself in the POR they put out as opposed to fairly valuing itself and canceled equity holders. This proves where their allegiance lies. The Exide management gave 1500% to creditors and this is what has brought upon the second bankruptcy where the creditors looted the company last time around. Canceling equity, lowering debt still brought upon the second bankruptcy. Why? Because the assets were funneled to creditors. Canceling equity in 2004 was justified as the resaon to emerge as a health company not to file another chapeter 11 in just 10 years. Canceling equity this time again is not going to save the company as creditors are already looting it all over again. History tells us that Exide management lacks fiduciary duty and SEC must stop them this time.
(c)Exide has never requested court to unseal documents even after the sealing period has expired. Only the equity holders have been kept in dark as creditors committee lawyers are getting handsomely paid and in the loop. This is again violation of fiduciary duty as the Exide Management has already decided to not communicate with shareholders.
(d)Exide has opposed the formation of equity committee twice, keeping them in dark on what equity holders have a right to. This is clear lack of fiduciary duty.
(e)There is at least $1 .5 billion in NOL value as per 10-K filed on July 31, 2014 and Exide must maximize the value of it by a suitable merger. However, we see no iota of information, as a stakeholder, on what is being done to do so and we lack confidence in them based upon what has happened so far and the recent POR.
(f)In 8-K filed Nov 25, 2014, the company disclosed for the first time that sales are on rise, cost of raw material is lower, SG&A expense are lower and lower working capital is required to name a few. Shareholders need full disclosure and that the management not object to the Equity Committee as they have failed to equitably and fairly see shareholders interest as a fiduciary.
We request you intervene in this matter on an urgent matter on violation of fiduciary duty by it’s executives and we request SEC to be present on Dec 10th hearing.
Copy:
Atlanta Regional Office
Rhea Kemble Dignam, Regional Director
950 East Paces Ferry, N.E., Suite 900
Atlanta, GA 30326-1382
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