Ellington:
I truly have not yet made up my mind.
No, of course I'm not happy with what happened in April, nor am I happy with the company's explanation. In light of their request, I think they owe you a complete explanation. Apparently, they don't.
I'm not happy with how they treated me as an officer, and I'm not happy with how they treated all of us as shareholders. Complete silence for months, and many of you have told me your repeated inquiries to management have not been returned.
Then, a group of announcements (almost all of which had been in the works for some time), all of which I obviously am pleased with, right before this proxy request. Hmmm, interesting timing. I'm not being acusatory; it's just interesting.
Many of you don't fully appreciate the complicated nature of the Dutchess financing. That's OK, as my point is that, in both good times and bad, I found Dutchess willing to work with us. I can't help but wonder if Dutchess got the same silent and indifferent treatment as we did, and if the "crisis" could somewhat have been avoided. I truly don't know; I'm just wondering based on my own experiences with them.
A key figure on the the company's periphery kept telling us in the spring that funds to pay off Dutchess were forthcoming. What happened?
I can only look at what we did five years ago. When we felt we needed additional shares, we only asked to double the authorized shares, from 50M to 100M. There was reluctance then to that increase, and that proposition received the least votes of the four propositions back in September of 2001.
The request to 500M is simply too many. Period.
For all of these reasons, I want to vote "no."
However, I recognize the company needs some form of recapitalization.
We cannot allow General Dalby to get discouraged and walk away.
I trust General Dalby, and I have to try to guage the company's response if this proposition fails, as I have predicted from the very beginning, for the objective reasons I have previously described. If I vote "no," I have to try to evaluate the company's ability to respond.
The company has issues to be resolved. No secret there; it always has. I have to try to evaluate General Dalby's opinion that this is the best plan. My knowledge of the company is almost seven months stale, and General Dalby is clearly in a better position that I am to make that determination.
For all these reasons, I need to vote "yes."
As I have said, for all of us, I truly want (and need) this company to succeed. I must put my personal feelings aside, and vote for what I think is best for the company.
I honestly have not yet made up my mind, but I have the luxury of a bit more time before I have to decide.
--RoseBowl
