Tri-Valley Corp (fka TVLYQ)

[jonesieatl]

GAMBLE CONVERTS INVESTMENT INTO 10% DIVIDEND BEARING PREFERRED STOCK

I remember TIV shareholders begging TIV for a dividend on their shares. Well, here it is, 1 got it.

http://www.sec.gov/Archives/edgar/data/22551/000116267710000221/tv106108k.htm

Excerpts:

Date: October 6, 2010

"Item 3.02 Unregistered Sales of Equity Securities

Effective September 30, 2010, the Company issued 355,000 shares of restricted Series A Preferred Stock to the Company’s Chairman of the Board, G. Thomas Gamble, in exchange for outstanding obligations from the Company to Mr. Gamble. The obligations exchanged included a note payable of $850,000 from the Company resulting from an advance by Mr. Gamble in December 2009 and the previous acquisition of membership interests in Great Valley Production Services, LLC, for consideration of $2,700,000, for a total of $3,550,000."

"The terms of the Series A Preferred Stock are described in Item 1.01, Entry of a Material Definitive Agreement, and the Certificate of Designation of Series A Preferred Stock is set forth in Exhibit 4.1 to this Report."

and...

"The shares bear a liquidation preference of $10.00 per share (a total of $3,550,000)".

"A dividend on the shares is payable at the rate of 10% per annum."

Here's one of the exhibits...

http://www.sec.gov/Archives/edgar/data/22551/000116267710000221/ex10pt1sa.htm

Excerpt:

"WHEREAS, the Company is indebted to the Purchaser in the amount of $3,550,000, resulting from the purchase of $2,700,000 of membership interests in Great Valley Production Services, LLC, from the Purchaser and a prior advance of $850,000 (together, the membership interest purchase obligation and the prior advance are called the “Obligations”) , the Company is offering shares of Series A Preferred Stock bearing the rights and preferences outlined in the Certificate of Designation of Series A Preferred Stock that is attached as Exhibit A;"

And here's the other...

http://www.sec.gov/Archives/edgar/data/22551/000116267710000221/ex4pt1cd.htm

Excerpts:

"1.01. The Holders of the Series A Preferred Stock shall be entitled to receive, in preference to the holders of the Common Stock or any class or series of stock ranking junior to the Series A Preferred Stock, cumulative dividends at the rate of ten percent (10%) per annum"

and...

"Preferences. The Series A Preferred Stock shall have preference over the Common Stock and any class or series of stock ranking junior to the Series A Preferred Stock as to the distribution of assets in the event of any liquidation, dissolution or winding up of the Corporation"