Thresher Industries, Inc. (THRR)

[4u2nv2]

That would be a Roger Rowell that continued to run other tickers after this kinda publicity?? Can not blame the CEO Tom for this????
7. There exist semantic connotations with what is being stated by THRR. On March 26, 2010, CFO Rowell issued a very important clarification and I find it rather enlightening and probing.

The headline declares: Thresher Industries Confirms Offer for 100% Sale of the Company. Then Mr. Rowell provides the following highly relevant information:
"I would like to thank everyone who attended the call, and for your positive feedback and continued support. We believe our decision to move forward with the sale of Thresher is in the best interests of our shareholders," said Mr. Rowell. "After the call, we received numerous inquiries regarding the use of term 'mini-tender offer.' I apologize for any confusion this has caused and would like to clarify that the offer we received was unequivocally to buy 100% of the issued and outstanding shares of Thresher Industries for $0.01 per share. We are now starting the due diligence phase of the process and once that is complete the next phase will be the finalizing of all documents necessary to close this transaction; which could be as soon as April 10, 2010. We will continue to update everyone on the process."

Importantly, CFO Rowell affirms that (1) this is not a mini-tender offer, (2) the offer we (THRR) received was unequivocally to buy 100% of the issued and outstanding shares of Thresher Industries for $0.01 per share, and (3) we (THRR) are now starting the due diligence phase of the process and once that is complete the next phase will be the finalizing of all documents necessary to close this transaction.
All investors that have not visited the SEC’s website or that do not know their SEC rulebook by heart, really do deserve to lose their money!
SEC Rules: Going Private
http://www.sec.gov/answers/gopriv.htm
A publicly held company is potentially eligible to convert to exclusively private ownership when it reduces the number of its shareholders to fewer than 300. Depending on the facts and circumstances, the company may no longer be required to file reports with the SEC once the shareholder total drops below 300. (As of December 31, 2009, THRR had well over 1100 shareholders of record. I would bet you that the number is well above that after the speculation fever hit in March.)
A number of transactions can result in a company converting to private ownership, including:
• Another company or individual makes a tender offer to buy all or most of the company’s publicly held shares;
• The company merges with or sells the company’s assets to another company; or
• The company can declare a reverse stock split that not only reduces the number of shares but also reduces the number of shareholders. In this type of reverse stock split, the company typically gives shareholders a single new share in exchange for a block—10, 100, or even 1,000 shares—of the old shares. If a shareholder does not have a sufficient number of old shares to exchange for new shares, the company will usually pay the shareholder cash based on the current market price of the company’s stock.
If the transaction is initiated by an affiliate (an insider) of the company, or the company could be deemed to be making an acquisition of its own shares Rule 13e-3 of the Securities Exchange Act of 1934 requires the affiliate and/or the company to file a Schedule 13E-3 with the SEC. When Rule 13e-3 applies, the company is said to be “going private” under SEC rules. While SEC rules don't prevent companies from going private, they do require companies to provide information to shareholders about the transaction that caused the company to go private. The company also may have to file a merger proxy statement or a tender offer document with the SEC.
There appears to be an SEC exception to the following statement noted above: “While SEC rules don't prevent companies from going private, they do require companies to provide information to shareholders about the transaction that caused the company to go private.” If not – good luck in Federal Court.
Going private transactions require shareholders to make difficult decisions. To protect shareholders, some states have adopted corporate takeover statutes that provide shareholders with dissenter's rights. These statutes provide shareholders the opportunity to sell their shares on the terms offered, to challenge the transaction in court, or to hold on to the shares. Once the transaction is concluded, remaining shareholders may find it very difficult to sell their retained shares because of a limited trading market.
8. Consider the following - all us poor investors had to rely upon as it concerns outstanding shares of stock was the prior September 2009 3rd quarter financial report. We all thought (shame, shame on us) 1.4 billion shares issued and outstanding. Additionally, one could figure that about 800,000,000 belonged to “the family” and the rest to Joe-the-Investor.

However, the landscape changed dramatically on April 15 and as subsequently reissued in a more “cleaned-up fashion” on April 19, 2010, the fourth quarter financials and that is when we all gasped for air on learning that Tom had been busy with his Strategic Plan and someone was issuing stock like crazy. I was aghast (horrified).

http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=31044