News about the certs explained
By: dallas66tx
03 Jul 2006, 05:40 PM EDT
Msg. 7194 of 7199
Jump to msg. #
News about the certs.
I spent about an hour and a half with both the TA and ATD trying to get things clarified concerning the certs. To make this as simple as possible I will do a Q&A type post.
Q. Do they know who the owners of record are?
A. PER THE TA...(Sandra) She has FINALLY received a verified listing of shareholders of record for both JPHC and APOA shareholders.
Q. What is the date of record for the restricted shares?
A. May 11, 2006 is the date of record for the start of the restriction.
Q. When will my broker account reflect my new PAIV RESTRICTED shares?
A. Your broker account WILL NOT REFLECT RESTRICTED PAIV SHARES.
Per the TA, the merger agreement dictated that all restricted shares were to be mailed directly to the shareholder of record and not the shareholders broker. The TA is currently in the process of contacting each broker for the official mailing address of each shareholder of record. Once the TA receives your personal mailing address from your broker, AND the cert they hold for YOUR JPHC shares, they will mail YOU a cert for your RESTRICTED PAIV shares. Per the TA, she said she hopes to have all PAIV RESTRICTED certs mailed out by end of July....pending cooporation of the brokers in forwarding your JPHC certs and personal mailing address. She also indicated she was receiving some resistance from ATD on this....imagine that.
Q. What is the cost for receiving my cert from the TA and what is the cost when I choose to sell the shares?
A. There is no cost to you to RECEIVE your certs for RESTRICTED PAIV shares. However, since these shares are governed under SEC rule 144, in order to sell shares between year one and year two, you will need to fill out a form requesting the restriction be removed. You will also be charged the following amount by the TA.
Total cost of $61 per the TA
$40 to remove the restriction
$20 to produce/mail new cert
$1 to cancel old cert
If this is done between year one and two, the restriction removal is good for 90 DAYS ONLY. YOU MUST SUBMIT AN EXTENSION REQUEST BEFORE THE END OF THE 90 DAYS OR PAY AN ADITIONAL $61 TO HAVE THE RESTRICTION REMOVED AGAIN. Keep in mind between year one and two there are still some restrictions on selling shares.
After year two...a one time fee of $61 per the TA.
You then must deal with your broker on how to handle selling your shares. They will require your cert, and you MAY incur an additional cost to have your cert put in street name. My understanding is that once YOU possess your cert, the requirement that the TA mail it to you has been satisfied, and you are free to do as you wish with your cert within SEC guidelines...if you choose to have your broker hold your shares in street name, then you can do that per their requirments/cost structure. Then I would assume your normal broker fees to sell would come in to play.
Q. What if I chose to wait 5 years to sell?
A. The TA requires a fee of $61 to remove the restriction legend and reissue a new cert. So no matter how long you choose to wait, it's gonna cost $61...or more by then...depending on if they raise their rates.
Q. What about the "restricted" PAIV shares that were sold as free trade shares through TDAmeritrade? How will those shares be accounted for?
A. You must contact TDAmeritrade or the SEC. The TA has no involvement or opinion concerning that investigation.
Q. I bought "free trade" PAIV shares on the open market the first day PAIV started trading, and I'm sure shares I purchased were "restricted" shares from the ATD fiasco. How do I verify those shares are real and not restricted?
A. As an individual that purchased "free trade" shares on the open market, you can request a securities certification certificate from your broker. Your broker is required by law to surrender in your name any securities certificates they may hold for you. You will be responsible for the cost of having your broker deliver the certificates to you. In the event they are unable to do so, or refuse to deliver your certificates, your recourse is through the legal system.
Q. Will ATD be required to buy back at "market price" all the restricted shares they allowed to be sold? How long do they have to remove these shares from the open market?
A. The TA has no comment or opinion concerning ATD's involvment with the sale of restricted securities. You must contact the SEC or ATD for information.
