UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
In re:
Chapter 11
Calpine Corporation, et al.,
Case No. 05-60200 (BRL)
Debtors. ) Jointly Administered
MOTION TO RECONSIDER CONFIRMATION
Comes now the Petitioner, Shareholder Elias A Felluss, Pro Se, to beg the court to reconsider portions of this Court's confirmation order relating to the Calpine Corporation's Sixth Plan of Reorganization (The Plan). This was recently filed and confirmed by order in this court on December 19, 2007 as referenced in Judge Lifland's Confirmation Order, and beg review of Section U, paragraph 64. And finally, in consideration of the implications inherent to shareholders.
Elias A Felluss, a shareholder is not affiliated with the Calpine Corporation now or any time in the past, nor was he associated with the Board of Directors or the Official Shareholder Committee this court affirmed. The Petitioner is not an institution nor does he have significant resources. It is very likely that his motion is liable to find the petitioner in contempt and possibly incarcerated without having ever uttered a word in the courtroom.
Citations are all a part of current court filings. The Petitioner has used nothing that is not already before the court.
What few words are mentioned here may have little or no bearing on the outcome, but the Petitioner believes it is important enough to have these ideas recorded. The intent here is not to stop or stall the current proceedings but to put on record the deep dissatisfaction most shareholders both past and present have felt as this bankruptcy has progressed. The deep dissatisfaction lies in the manner in which the Debtor Management, Debtor Board of Directors, the shareholders own counsel and in some ways, this court has treated shareholders. Now it would be fair to say there are many shareholders here, myself included who have only had shares for 2 years in the Calpine Corporation. However, in the capacity of moderator of the Calpine Ad Hoc Committee, the Petitioner can say that there are many shareholders that have been with Calpine for many, many years only to see their investment in the company totally wiped out. The Petitioner's only hope is this motion will serve as a record with regard to those dissatisfactions. The Petitioner comes before this court in the belief he has standing on the ground that the confirmation order is flawed, and the shareholders' status and standing should not be destroyed because of the pre-existence of a shareholder committee.
Further, the Petitioner asserts he has been damaged by errors in ministerial (managerial act) error, which accrue to the benefit of senior classes of creditors at the expense of this and other shareholders. (19 U.S.C. § 1675(h) defines ministerial errors as "errors in addition, subtraction, or other arithmetic function, clerical errors resulting from inaccurate copying, duplication, or the like, and any other type of unintentional error which the administering authority considers ministerial.)The Debtor's finding of fact upon which a distribution has been confirmed is faulty. The Confirmation Plan makes a mockery of general accounting principles and the evidence and agreements already stipulated to by all parties in interest during this Calpine bankruptcy proceeding. The Plan would have a buyer of equity pay for an interest in debt plus a premium on that debt and finally the equity, and a premium on the equity.
Furthermore, this shareholder petitioner did not vote in favor of the Plan for Reorganization and did not waive any right to further litigation.
Additionally, a stay in this petition has not been requested. However, it would be remiss to not say it would be egregious to the court to permit a distribution to be made by the Debtors ahead of a forensic examination of the Debtors calculations with regard to the warrants that shareholders can expect to receive. The intrinsic value of these warrants, since this is the shareholders only recovery should be stayed by the Court's order until such time as the Debtor can represent both with clarity and transparency a satisfactory accounting.
Speaking for the Petitioner, this shareholder wants nothing that isn't his.
A filing of a MOTION TO RECONSIDER, alone, does not stay anything. A stay is a form of relief that needs to be sought independent of the notice of appeal and is not requested here.
There is a sufficient ground to make a motion the court for reconsideration when a finding of fact was entirely unreasonable to make on the evidence upon which an Order was given.
Background
To comprehend the magnitude one would have to unwind four years of Calpine corporate history. and is not the purpose here. Like a Gilbert and Sullivan trilogy, there would be much to cover with little of germane value. Facts not in dispute and borne out by the historical record, however, are worth noting.
It is useful to re-create the context within which we now find ourselves.
In the summer of 2005, Calpine under its predecessor management sought to liquidate its holdings in gas and oil interests to a group of insiders, reconstituted in a new company called ROSETTA. In fact, the current Debtor Management has a suit filed to recover some of what it can recover as a result of that transaction. The prior company management, having executed this dislocation of assets. In the following months, the previous Debtor management had a suit filed against in Delaware in the jurisdiction of Judge Leo Shrine. The Plaintiffs in that action sought to cure a breach in their financing covenant which they accused Calpine of broaching.
The precarious nature of the Calpine's financial structure, witness the now concluding bankruptcy proceeding, could withstand no assault by the creditors. Calpine was found guilty of breaching those covenants and judgment was in favor of the Plaintiffs.
Ironically, the creditors now to receive a controlling interest in the NEW CALPINE were the same creditors who brought this action to Delaware and were both instrumental in funding the Rosetta transaction. These same groups of creditors were sponsors, at a discount; the convertible debentures, which allocated shares so that the company would there by, undermine its very own share structure. In other words, this proceeding, if these allegations can be borne out, was a result of a fiscal suicide of sorts. The Petitioner would also add these stated premises are easily verified by journals of record.
Under the direction of the same BOD that favored the disposition of the oil and gas interests, Chairman, Mr. Derr summarily dismissed the prior management team, Peter Cartwright, CEO and Mr. Kelly, CFO.
With the CEO Peter Cartwright and CFO Kelly, gone, Chairman Derr installed Robert May as the restructuring CEO and was hired to lead Calpine out of the morass it now finds itself.
Following his appointment, Mr. May assured all stakeholders in a press release, he would be an arbiter of good will and look after for all parties of interest.
To wit, there are a great many shareholders that relied on what Mr. May said as far as recovery was concerned and continued to maintain there position hoping they would get new shares in the company. Now they find their investment is virtually wiped out. We are speaking about many people who can least afford to sustain such a financial setback. And because, in part, by comments made by the Debtor Management were induced to continue to maintain their position and even embolden to add more shares to average down their investment.
Since the time of Mr. May's announcement there has been evidentially an absence of "Good Faith" in his duty to maximize the estate to the benefit of all holders. (Harvard Law Review, Vol. 62, No. 3 (Jan., 1949), pp. 509-511 doi:10.2307/1336541)
This malfeasance extends even to reporting and identifying the assets of Calpine and how they are carried on the balance sheet. Calpine has steadfastly refused to provide a line item valuation for plants and equipment and was asked many times by shareholders for just such an accounting.
It does not come as surprise a line item for plants and equipment would not be provided as the company has concealed from its shareholders the true nature of its balance sheet. However, an as an example, it is known the Geyser facilities in Northern California are carried on the books for something less than its actual value.
The exact amount is not known, for a fact, but many do understand that it was a significant element in the $4 billion dollar DIP package the Debtor received.
This is curious and has miffed shareholders for sometime. It gives the appearance the company has been concealing its assets both from the view of shareholders and this court. One could even surmise this is both odious and somewhat unseemly.
Interestingly, several shareholders thought seriously of offering to purchase the Geyser facility at twice their stated balance sheet value but were rebuffed.
Had Calpine been forthright then all holders of interest would have been able to faithfully exercise their own due diligence. The Debtor management denied this disclosure.
The point here is the company has not been forthright with its shareholders to which they still have a duty, not that their books are suspect.
The law requires even having relinquishing sovereignty to the court of the company's affairs, the debtors and Board of Directors still have a remaining obligation to maximize the estate to the benefit of ALL holders. The refusal of Calpine to render an accounting of its assets is evidence of bad faith, not good faith. (In re: V&.M MANAGEMENT, INC., Debtor, Alphonse Mourad, Appellant, V. Donald F. Farrell, et al., Appellees AND Mirant Corp., et. al, case No. 03-46590, Memorandum Opinion and Order, Docket No. 8060 (Bankr. N.D. Tex. Jan. 26, 2005).
In the court's haste to assist the Debtor's emergence from Bankruptcy, so that the debtors might meet the requirements of its exit financing package, and among other reasons, the court may have been misled by erroneous accounting when it confirmed the PLAN. The Petitioner makes no assertion as to whether the erroneous reporting of the Debtors finances were causal by intention or faulty accounting practices.
The thrust of this motion to reconsider is focused on ministerial errors made by the Debtor where material damage accrues to the Petitioner and numerous others in the shareholders class as follows:
In the Miller Buckfire report on valuation and the "waterfall" distribution which all parties stipulated to, forms the basis for the warrants to be issued.
Few people seem willing to acknowledge that the facts may have been dead set against the common position. Certainly, there is no way in the world for anyone to create value if the facts are against you…not the Official Shareholders Committee (SHC), not their lawyers, and not their experts.
It is entirely possible the process worked. The competing valuations of the advocates vetted by Judge Lifland's experts and the record support decisions made. Yet there are errors in the record, which defies logic and requires assumptions that are invalid. Those errors are illustrated here:
There are two approaches that can provide a cure to the fault in logic.
One such approach could be as follows:
Confirmed by the court, the net equity provided therein indicates a range of $8.801 Billion (High Claims) to $8.862 Billion (Low Claims) reorganized equity value. (Exhibit 21, page 6.)
Included in the expanded version of Exhibit 21 were notations regarding adjustments to be made in equity should there be any liquidation of assets after the report was published.
Included in these were several adjustments. These included asset sales and insurance distributions in favor of the creditors.
There have been asset sales and the Debtors balance sheet remains the same. In some measure, even worsened if the recent revision of the 6th Plan of Reorganization is to be believed. Proceeds resulting from such asset liquidations together with any insurance recoveries made by creditors further reducing claims should have gone directly to reconstituting "The Updated Reorganized Equity Value"..
While it is impossible to know what insurance claims, if any, have been received by the creditors, it is not impossible to know what liquidations have been made that would further reduce claims and the theoretical TEV values intrinsic to the Buckfire calculations.
To wit, 2 sales of significant assets amounting to $488 Million dollars should have been injected to the net equity results.
Using the High Claims number of $8.801 Billion and taking out the $488 million asset sales, one arrives to $8.313 total net Reorganized Value. That 488 million should have flowed to shareholders or reduced the equity basis for new shares.
The Debtor management in a press release dated December 21, 2007 states with regard to the Warrants distribution, that the basis for determining the price of the shares would be $11.942 Billion.
The meaning of this in the Debtor Management's own word's is: " The exercise price per share has not yet been determined, but it is expected to be based on a stipulated reorganized equity value of $11.942 billion. For illustrative purposes, assuming the issuance of 500 million shares on the effective date, the exercise price would be $23.88 per share."
Stipulated value as confirmed by the court is $8.801 Billion (High Claims) and should be less any material adjustments.
A second approach follows the near same formula:
In the Miller Buckfire report on valuation and the "waterfall" distribution which all parties stipulated to, should form the basis for the warrants to be issued.
The Debtors' approach to the calculation of the warrant strike price and whether the terms offer the current shareholders any real value are questioned based on the limited information available.Using information from Exhibit 21, a more sensible approach to computing the warrants strike price can be obtained. If from the item Total Claims one subtracts Debt Net of Project Cash and adds Corporate Cash the result will be total Equity.
Equity than should be multiplied by a factor of 1.15 to arrive at $10,360 million Equity Strike Price with a premium of 15%. Based on 500 million new shares this would result in a strike price of $20.72 per share. The Debtors' calculations showed a strike price of 23.88 which included a 15% premium on Debt which is not appropriate when calculating share value.In addition the Debtor has based his calculations on Claims which appear higher than the $18.95 billion agreed upon Valuation for the Debtor. Claims by definition do not reflect what something is worth. An example would be the owner of an automobile with a bluebook value of $18,000 believing it is worth the loan balance he owes of $20,000. The petitioner believes the calculations for the intrinsic strike price should be made on the basis upon which this court confirmed the plan of reorganization and no other evidence outside the scope of this court.All to say, that 500 million shares should calculate to a strike price for the warrants at $20.72 or lower and not $23.88 based on the evidence presented and can also be gleaned from that which has not been sealed by the court.
In Summary, the Exhibit 21 states conflicting data from apparently two sources.
The Miller Backfire TEV analysis has been used as the basis for the Exit Plan and indicates a TEV of $19.350 billion which is adjusted down to $18.95 billion and is included in Exhibit 21.
The Miller Backfire TEV analysis also indicates an Updated Reorganized Equity Value of $8.801 billion which should in turn be revised downward by $400 million to $8.401 B (high) to $8.462 B (low). The Miller Buckfire equity values as compared to the Miller Buckfire unsecured claims was used to justify giving warrants to current shareholders rather than shares.
These adjusted Updated Reorganized equity Values from Miller Buckfire do not agree with the $11.942 B that is stipulated in Exhibit 21 as the Reorganized Updated Equity Value.
The $11.942 billion number was apparently the result of another analysis different from the Miller Buckfire methodology and not on the record. Functionally, it works to raise the proposed strike value of the warrants purposefully far out of the money when compared to the Miller Buckfire Illustrative value per share of $17.60 to $17.72 or $16.60 when adjusted for the $400 million reduction in exit facility.The United States is a country of laws and about fair play, not pigs at the trough expected to wrestle with lions at the gate.
The petitioner believes the calculations for the intrinsic strike price should be made on the basis upon which this court confirmed the plan of reorganization and no other evidence outside the scope of this court.
The Court confirmed, per the Miller Buckfire valuation report, $8.801 Billion Net Reorganized Equity Value (High Claims), not $11.942 billion. It is an affront to reason and generally accepted accounting rules to add debt to equity to arrive at fair market value.
And it is more of an insult to add a premium of 15% on top of that.
When a company is bought, debt is not part of the purchase package, not even in Mongolia. When purchasing equity the bar includes Equity, appreciation, and cash, but never debt.
In this case, the debtors are including debt in the strike price and adding a premium en plus.
Yet the Debtor management with a straight face is inputting debt into the calculus of the purchase of equity and adding a premium. This seems hardly fair but is how the warrants to shareholders have been fixed.
All to say, that 500 million shares should calculate to a strike price for the warrants in a range of $16.60 to $21.00 and not $23.88 based on the evidence presented to this court and confirmed all of which can be gleaned from that which has not been sealed by the court.
It is useful to re-create the context within which we now find ourselves.
In the summer of 2005, Calpine under its predecessor management sought to liquidate its holdings in gas and oil interests to a group of insiders, reconstituted in a new company called ROSETTA. In fact, the current Debtor Management has a suit filed to recover some of what it can recover as a result of that transaction. The prior company management, having executed this dislocation of assets. In the following months, the previous Debtor management had a suit filed against in Delaware in the jurisdiction of Judge Leo Shrine. The Plaintiffs in that action sought to cure a breach in their financing covenant which they accused Calpine of broaching.
The precarious nature of the Calpine's financial structure, witness the now concluding bankruptcy proceeding, could withstand no assault by the creditors. Calpine was found guilty of breaching those covenants and judgment was in favor of the Plaintiffs.
Ironically, the creditors now to receive a controlling interest in the NEW CALPINE were the same creditors who brought this action to Delaware and were both instrumental in funding the Rosetta transaction. These same groups of creditors were sponsors, at a discount; the convertible debentures, which allocated shares so that the company would there by, undermine its very own share structure. In other words, this proceeding, if these allegations can be borne out, was a result of a fiscal suicide of sorts. The Petitioner would also add these stated premises are easily verified by journals of record.
Under the direction of the same BOD that favored the disposition of the oil and gas interests, Chairman, Mr. Derr summarily dismissed the prior management team, Peter Cartwright, CEO and Mr. Kelly, CFO.
With the CEO Peter Cartwright and CFO Kelly, gone, Chairman Derr installed Robert May as the restructuring CEO and was hired to lead Calpine out of the morass it now finds itself.
Following his appointment, Mr. May assured all stakeholders in a press release, he would be an arbiter of good will and look after for all parties of interest.
To wit, there are a great many shareholders that relied on what Mr. May said as far as recovery was concerned and continued to maintain there position hoping they would get new shares in the company. Now they find their investment is virtually wiped out. We are speaking about many people who can least afford to sustain such a financial setback. And because, in part, by comments made by the Debtor Management were induced to continue to maintain their position and even embolden to add more shares to average down their investment.
Since the time of Mr. May's announcement there has been evidentially an absence of "Good Faith" in his duty to maximize the estate to the benefit of all holders. (Harvard Law Review, Vol. 62, No. 3 (Jan., 1949), pp. 509-511 doi:10.2307/1336541)
This malfeasance extends even to reporting and identifying the assets of Calpine and how they are carried on the balance sheet. Calpine has steadfastly refused to provide a line item valuation for plants and equipment and was asked many times by shareholders for just such an accounting.
It does not come as surprise a line item for plants and equipment would not be provided as the company has concealed from its shareholders the true nature of its balance sheet. However, an as an example, it is known the Geyser facilities in Northern California are carried on the books for something less than its actual value.
The exact amount is not known, for a fact, but many do understand that it was a significant element in the $4 billion dollar DIP package the Debtor received.
This is curious and has miffed shareholders for sometime. It gives the appearance the company has been concealing its assets both from the view of shareholders and this court. One could even surmise this is both odious and somewhat unseemly.
Interestingly, several shareholders thought seriously of offering to purchase the Geyser facility at twice their stated balance sheet value but were rebuffed.
Had Calpine been forthright then all holders of interest would have been able to faithfully exercise their own due diligence. The Debtor management denied this disclosure.
The point here is the company has not been forthright with its shareholders to which they still have a duty, not that their books are suspect.
The law requires even having relinquishing sovereignty to the court of the company's affairs, the debtors and Board of Directors still have a remaining obligation to maximize the estate to the benefit of ALL holders. The refusal of Calpine to render an accounting of its assets is evidence of bad faith, not good faith. (In re: V&.M MANAGEMENT, INC., Debtor, Alphonse Mourad, Appellant, V. Donald F. Farrell, et al., Appellees AND Mirant Corp., et. al, case No. 03-46590, Memorandum Opinion and Order, Docket No. 8060 (Bankr. N.D. Tex. Jan. 26, 2005).
In the court's haste to assist the Debtor's emergence from Bankruptcy, so that the debtors might meet the requirements of its exit financing package, and among other reasons, the court may have been misled by erroneous accounting when it confirmed the PLAN. The Petitioner makes no assertion as to whether the erroneous reporting of the Debtors finances were causal by intention or faulty accounting practices.
The thrust of this motion to reconsider is focused on ministerial errors made by the Debtor where material damage accrues to the Petitioner and numerous others in the shareholders class as follows:
In the Miller Buckfire report on valuation and the "waterfall" distribution which all parties stipulated to, forms the basis for the warrants to be issued.
Few people seem willing to acknowledge that the facts may have been dead set against the common position. Certainly, there is no way in the world for anyone to create value if the facts are against you…not the Official Shareholders Committee (SHC), not their lawyers, and not their experts.
It is entirely possible the process worked. The competing valuations of the advocates vetted by Judge Lifland's experts and the record support decisions made. Yet there are errors in the record, which defies logic and requires assumptions that are invalid. Those errors are illustrated here:
There are two approaches that can provide a cure to the fault in logic.
One such approach could be as follows:
Confirmed by the court, the net equity provided therein indicates a range of $8.801 Billion (High Claims) to $8.862 Billion (Low Claims) reorganized equity value. (Exhibit 21, page 6.)
Included in the expanded version of Exhibit 21 were notations regarding adjustments to be made in equity should there be any liquidation of assets after the report was published.
Included in these were several adjustments. These included asset sales and insurance distributions in favor of the creditors.
There have been asset sales and the Debtors balance sheet remains the same. In some measure, even worsened if the recent revision of the 6th Plan of Reorganization is to be believed. Proceeds resulting from such asset liquidations together with any insurance recoveries made by creditors further reducing claims should have gone directly to reconstituting "The Updated Reorganized Equity Value"..
While it is impossible to know what insurance claims, if any, have been received by the creditors, it is not impossible to know what liquidations have been made that would further reduce claims and the theoretical TEV values intrinsic to the Buckfire calculations.
To wit, 2 sales of significant assets amounting to $488 Million dollars should have been injected to the net equity results.
Using the High Claims number of $8.801 Billion and taking out the $488 million asset sales, one arrives to $8.313 total net Reorganized Value. That 488 million should have flowed to shareholders or reduced the equity basis for new shares.
The Debtor management in a press release dated December 21, 2007 states with regard to the Warrants distribution, that the basis for determining the price of the shares would be $11.942 Billion.
The meaning of this in the Debtor Management's own word's is: " The exercise price per share has not yet been determined, but it is expected to be based on a stipulated reorganized equity value of $11.942 billion. For illustrative purposes, assuming the issuance of 500 million shares on the effective date, the exercise price would be $23.88 per share."
Stipulated value as confirmed by the court is $8.801 Billion (High Claims) and should be less any material adjustments.
A second approach follows the near same formula:
In the Miller Buckfire report on valuation and the "waterfall" distribution which all parties stipulated to, should form the basis for the warrants to be issued.
The Debtors' approach to the calculation of the warrant strike price and whether the terms offer the current shareholders any real value are questioned based on the limited information available.Using information from Exhibit 21, a more sensible approach to computing the warrants strike price can be obtained. If from the item Total Claims one subtracts Debt Net of Project Cash and adds Corporate Cash the result will be total Equity.
Equity than should be multiplied by a factor of 1.15 to arrive at $10,360 million Equity Strike Price with a premium of 15%. Based on 500 million new shares this would result in a strike price of $20.72 per share. The Debtors' calculations showed a strike price of 23.88 which included a 15% premium on Debt which is not appropriate when calculating share value.In addition the Debtor has based his calculations on Claims which appear higher than the $18.95 billion agreed upon Valuation for the Debtor. Claims by definition do not reflect what something is worth. An example would be the owner of an automobile with a bluebook value of $18,000 believing it is worth the loan balance he owes of $20,000. The petitioner believes the calculations for the intrinsic strike price should be made on the basis upon which this court confirmed the plan of reorganization and no other evidence outside the scope of this court.All to say, that 500 million shares should calculate to a strike price for the warrants at $20.72 or lower and not $23.88 based on the evidence presented and can also be gleaned from that which has not been sealed by the court.
In Summary, the Exhibit 21 states conflicting data from apparently two sources.
The Miller Backfire TEV analysis has been used as the basis for the Exit Plan and indicates a TEV of $19.350 billion which is adjusted down to $18.95 billion and is included in Exhibit 21.
The Miller Backfire TEV analysis also indicates an Updated Reorganized Equity Value of $8.801 billion which should in turn be revised downward by $400 million to $8.401 B (high) to $8.462 B (low). The Miller Buckfire equity values as compared to the Miller Buckfire unsecured claims was used to justify giving warrants to current shareholders rather than shares.
These adjusted Updated Reorganized equity Values from Miller Buckfire do not agree with the $11.942 B that is stipulated in Exhibit 21 as the Reorganized Updated Equity Value.
The $11.942 billion number was apparently the result of another analysis different from the Miller Buckfire methodology and not on the record. Functionally, it works to raise the proposed strike value of the warrants purposefully far out of the money when compared to the Miller Buckfire Illustrative value per share of $17.60 to $17.72 or $16.60 when adjusted for the $400 million reduction in exit facility.The United States is a country of laws and about fair play, not pigs at the trough expected to wrestle with lions at the gate.
The petitioner believes the calculations for the intrinsic strike price should be made on the basis upon which this court confirmed the plan of reorganization and no other evidence outside the scope of this court.
The Court confirmed, per the Miller Buckfire valuation report, $8.801 Billion Net Reorganized Equity Value (High Claims), not $11.942 billion. It is an affront to reason and generally accepted accounting rules to add debt to equity to arrive at fair market value.
And it is more of an insult to add a premium of 15% on top of that.
When a company is bought, debt is not part of the purchase package, not even in Mongolia. When purchasing equity the bar includes Equity, appreciation, and cash, but never debt.
In this case, the debtors are including debt in the strike price and adding a premium en plus.
Yet the Debtor management with a straight face is inputting debt into the calculus of the purchase of equity and adding a premium. This seems hardly fair but is how the warrants to shareholders have been fixed.
All to say, that 500 million shares should calculate to a strike price for the warrants in a range of $16.60 to $21.00 and not $23.88 based on the evidence presented to this court and confirmed all of which can be gleaned from that which has not been sealed by the court.
Relief
The warrants if issued in place of equity should be at a minimum duration of 3 years and preferably 5 years. The strike price should be at the net asset value of the TEV equity stated and stipulated to by all parties to the settlement.
Enron and K-mart as well as many others, have eviscerated the hopes of many "Main Street"shareholders, let's not allow Calpine to establish yet another example of corporate excess.
The warrants should be listed on the same stock exchange as the new shares. This will give individual shareholders a more liquid market in which to trade their warrants. In order to avoid the appearance of the discriminatory distribution. Otherwise, large institutions purchasing and selling large blocks of shares would have a significant cost advantage in trading.
Now comes the Debtor who has announced to the Securities and Exchange Commission (SEC) their plan of distribution making equitable distribution moot. I pray the Court in its wisdom will intercede on the behalf of shareholders in the interest of fair play and make a forensic review of the metrics surrounding the issues raised here with regard to the Warrants.
Unless the SEC has jurisdiction over this Court, we pray Judge Lifland to stay that portion of the Confirmation as it relates to the strike price of the warrants and their duration. Until such time as rapid forensic examination can be made so in "service to all," these clouds may be removed.
Dated: December 28, 2007
New York, New York
Respectfully submitted,
XXX XXXXXX(Shareholder)
71XXXXXXXXXXX
Tel.(XXX XXX XXXX
Pro Se
