Green Cures and Botanical Distribution Inc (GRCU)

[Steel Penny]

Triton Reached Agreement for Takeover

c) 4,062,500 Shares of Privileged World Travel Club, Inc. (PVCL), priced at $1 a share, and disbursed to all the Triton shareholders as a dividend.

The full text for the above can be found on the IHUB site for TTDZ

Several posters have mentioned the “dividends” that will be paid to the shareholders of TTDZ, assuming the announced takeover occurs, and have asked if they will be paid in cash (and be available for dance poles, and such). After rereading the announcement I think you can assume NO CASH. It says shares will be disbursed. The next questions would then be (1) how many shares will I receive; (2) will I be taxed on the dividend; (3) when and how can I sell the dividend shares; (4) and at what price?

1. How many shares will I receive?

This is entirely my own estimate and based on what I am sure is incomplete information. IHUB shows that as of 6/30/13 TTDZ had about 554MM shares outstanding and 341MM free trading (and thus about 213MM restricted (for whatever reason). The new buyers are going to receive 740MM shares when the deal closes and presumably we will all be issued new shares in the new company (but I digress, this is about the dividend). In playing around I thought that after the deal closed TTDZ would have about 1.015B shares. If that is true, then your dividend would be 4 shares per 1,000 shares of TTDZ. So don’t break out the champagne just yet.

2. Will I be taxed on the dividend?

The short answer is yes. However, because the buyers will also be receiving dividends (740MM x 4/K = 2.96MM shares) priced at $1.00 per share, they would certainly have an incentive to avoid such a taxable event. The IRS code is littered with many ways of avoiding such outcomes and I would think they might well use these to their and our mutual benefit. If they were able to do so it might also mean that your cost basis of the PVCL shares would be either zero or some percentage of your cost of the TTDZ shares you own. (An aside: your PVCL shares should have the same holding period as your TTDZ shares for determining long-term gain.)

3. When and how can I sell the dividend shares?

That may be a problem until we find the full terms of the sale at the end of this month. I guess we will have to read things VERY CAREFULLY.

4. And at what price?

Ditto my last answer.

Other things come into my mind as to how this could be part of what amounts to an R/S by another name, but I haven’t thought it thru enough and since there is probably no way we can stop this train we will just have to see where it’s going by riding it. Or getting off, as suits you. I’m riding to the end of the line.

GLTATTDZShldrs