posted
Winsted Holdings and Appletree BDC Begin Share Buyback Program and Issue Clarification Wednesday July 25, 10:18 am ET
NORTHFIELD, Ill.--(BUSINESS WIRE)--Winsted Holdings, Inc. (Pink Sheets:WNSH - News) and Appletree BDC Inc. announce a share buyback program effective today.
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President and CEO Francis Manzo stated, "In the interest of creating shareholder value, Winsted Holdings announces its first share buyback program. The company plans on buying back up to 360,000,000 shares in the open market, to be completed over the next year. However, it can be completed at any time during the effective period starting today. The repurchased shares will be retired from the outstanding to the company treasury."
Winsted reiterates that the company's former CEO Mark Ellis is no longer involved with the company, nor controls any shares, common, or preferred. Appletree now controls all preferred shares. Additionally, in keeping with the strategy of Winsted being a business incubator, the company plans no 504 registrations, or other dilutive capital raising programs. Also, no reverse splits are planned due to both managements direction for the company and the SEC's investigation of the former management's potential violation of Section 23 of the 1940 Act, in this regard.
Additionally, the company is currently working on becoming current with their quarterly and annual SEC filings. We will be uploading files to the Edgar system as soon as possible.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
This release includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified by phrases such as WNSH or its management "believes," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements in this release that describe the Company's business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. All such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in forward-looking statements.
Contact:
Appletree Capital Ltd., Northfield, IL Francis P. Manzo III, President, 847-441-1822 http://www.winstedholdings.com info*appletreecapital.com
Source: Winsted Holdings, Inc.
Posts: 4071 | Registered: Dec 2005
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posted
interesting DD on ihub Posted by: ciccio In reply to: None Date:7/27/2007 3:09:09 AM Post #of 17905
DD1 - NEWS!! Buyback PR - ALL COMMENTS !!!
( I reposted as asked by PEDestrian ))
First, Management is SMART SMART SMART !! (and True)
This is the kind of news that makes stocks go up. It is indeed a real buyback (not CEO getting a bonus) but a buyback because company feels it is undervalued.
I do have an MBA and an MA and this PR just says it all... I do expect more better PR to come one...
Having this PR out First means two things !!
1) CEO is not lying - he is serious and thrustworthy - this PR confirms it
2) CEO is clever - The company wants to grow...and it is... before issuing PRs with actions, manangement wants to make sure they do a buyback so the positive inpact is felt by the company first and most !!
3) all companies coming together agree on their actions
4) Ellis i truely OUT OUT OUT
5) 8K might be coming soon! its official now..
6) the deal is definately done... buybacks happen ONLY when comapany is 100% sure future is bright....
7) --> ' However, it can be completed at any time during the effective period starting today. ' - this says it all to me !! meaning = we are willing to buy it all at once = wont take longer then a year (just in case something happens)... Awesome...!!
8)---> "The repurchased shares will be retired from the outstanding to the company treasury." ---> best way to increase PPS and company value... simple Supply/Demand Economics (not Fibinacci, chart, MACD stuff anf frills).... AWESOME !!
9) --> ""former CEO Mark Ellis is no longer involved with the company, nor controls any shares, common, or preferred."" --> As Expected - confirmed and now documented... this means buyback will happen SOON !!! Awesome...
10) Legally Binding Statements: a - the company plans no 504 registrations, or other dilutive capital raising programs
B - no reverse splits due to Ellis actions !!
since now publicly stated and SEC is involved - I rest assured these are True - you cannot like to SEC about intentions... !! NINE!!
Basicly I almost eliminated all tactics that companies usued stab back shareholders... I dont see any realistic ones here...
11) EDGAR: "" the company is currently working on becoming current with their quarterly and annual SEC filings." WOWWWWW !!! http://www.secinfo.com/$/Search.asp http://www.sec.gov/ Access all Files here.. !! this filing might take a while, 3-4 weeks max for such a small company... but once in SEC... the PR will be the best one can get !!!
12) last 10 day volume justifies all this... today 140 million trades in 15 minutes !!! wow..
there are tons of other reasons... but have to go back to work...
Posts: 4071 | Registered: Dec 2005
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posted
Posted by: ciccio In reply to: None Date:7/27/2007 3:11:08 AM Post #of 17907
DD2 for PEDestrian
thx Change Director ciccio, MA, MBA =========================== Posted by: ChangeDirector In reply to: None Date:7/22/2007 9:53:42 PM Post #of 15768
I spoke with the new CEO of Winsted Holdings (WNSH), Francis (Frank) Manzo, around 4:00 p.m. Friday, July 20, and we exchanged a few follow-up emails. Below is a synopsis of our interactions in question and answer format, in an attempt to make it easier to follow, though this was not the exact structure of our conversation. I have done my best to characterize everything accurately, but I cannot and will not be held responsible for any information in this post that turns out to change, or to be characterized incorrectly.
Please also note, I have absolutely no further information or clarifications at this time. I am unable to parse individual words or phrases or statements, or tone of voice, to find hidden meanings. Please do not message me publicly or privately asking for further information about our interaction. I also have no intention of contacting Mr. Manzo again during the current week at least.
As I said before, I don’t know that there is anything earth-shattering here. You be the judge; have at it. I frankly did not ask a ton of questions as I was not expecting such a quick response, and I’m sure there is plenty that has gone unasked or unanswered.
The address of Appletree Capital is listed on their website as being in Northfield, Illinois. I am personally happy that Appletree and Mr. Manzo are working from there, as I know a lot of honest and good people from that part of the country (as there are everywhere, but hopefully you know what I mean). He had a recognizable midwestern accent, also sounding quite like an experienced businessman, and if not born and raised in that area has been there for some time, IMHO.
I would say that Mr. Manzo was very friendly, personable and intelligent, and he answered all my of questions to the fullest extent that he could within legal guidelines.
Q: One sentence in the 2nd of the two recent news releases, which otherwise sounded very positive, that “We find that Mr. Ellis misrepresented the situation in the transfer and control agreement” may have concerned some shareholders and potential shareholders. Can you clarify the meaning of this statement?
A: The issues mentioned in the 2nd press release regarding Mr. Ellis misrepresenting in the agreement meant that he did not provide all the information that was required to facilitate an easy transfer. This means we have had to apply for Edgar codes so that filings can be done timely[, which have been filed for but not yet received (note, not 100% certain about this bracketed portion)]. Also as a result of this missing information management has to rebuild the corporate book and records.
Q: Do these issues affect the status of the agreement between Appletree and Winsted? Is the deal somehow in limbo due to these issues?
A: The deal has been completed.
Q: Can you briefly describe the changes pursuant to the agreement?
A: Ellis is definitively out, and Mr. Manzo is the new CEO. Appletree has acquired a majority of the voting control of WNSH. Further information is available in the 2 press releases.
Q: Some are concerned that preferred shares may be being sold into the market. Do you have any information on this?
A: There are no known preferred shares available that are being sold into the market. All were assigned to Appletree BDC, Inc.
(Mr. Manzo has not yet responded to my follow-up asking for further specifics of the share structure, and I do not necessarily expect a response. I am presuming that this may be part of the reconstruction of the company’s books and/or that he cannot say anything about it at this time for legal or accounting reasons.)
Q: What is the status of finding candidates to take under the umbrella of WNSH? Is it a time-consuming process to find candidates?
A: Appletree has existing candidates to take under the umbrella of WNSH rather than needing to search for candidates, although that does not rule out searching for additional candidates.
Q: Some have speculated on a relationship with Byers Foods. Can you comment on that?
A: Byers Foods has no relationship with WNSH. Byers could be a spin-off candidate in the future, but no decision has been made either way.
Q: The Byers Foods website looks like a work in progress. Is Byers foods operational, I haven’t seen their products in my stores?
A: Yes, they are operational. Their products are available regionally and therefore are possibly not available in your state.
Q: How long has Appletree been in business?
A: Appletree has been in business for 3 years started by Mr. Manzo and has associates/staff that have backgrounds in various areas (such as turnaround, pension management, healthcare, banking and consumer products).
Q: Can you provide me with any information on on existing companies that Appletree is developing or investing in, apart from the WNSH transaction? There's nothing specific about this on your website.
A: Sorry, that's because that information is confidential.
Mr. Manzo also confirmed his PR’d statement that there is no consideration at this time to do a reverse split. He actually said “No reverse split”. He also said, "Ellis is out, that's all you guys really need to know."
WNSH: TECHNICALS and CHART - looking primed for next leg of run. You can see that from today's action we've pretty much solidified the bottom and looking to start a bounce. I don't care about news, the technicals can make this next bounce happen. You'll notice the RSI, MACD, and ULT all turned up sharply, as well, we got ourselves a nice white candlestick today. See chart here:
posted
WNSH: TECHNICALS Part 3, look at the StochRSI and the Money Flow break upwards hard, and look at what happened last time this same thing occurred. IMO, we're within 1 week of seeing this make it's next run. GLTA Tool
posted
SEC Form 3 FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response 0.5
1. Name and Address of Reporting Person* Winsted Holdings, Inc.
-------------------------------------------------------------------------------- (Last) (First) (Middle) C/O: APPLETREE CAPITAL LTD. ONE NORTHFIELD PLAZA, SUITE 300
-------------------------------------------------------------------------------- (Street)NORTHFIELD IL 60093
-------------------------------------------------------------------------------- (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year) 06/30/07 3. Issuer Name and Ticker or Trading Symbol Winsted Holdings, Inc. [ WNSH ] 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)X Director X 10% Owner X Officer (give title below) Other (specify below) President 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Preferred Stock, Series A 200,000,000 I Appletree BDC, Inc. Preferred Stock, Series B 50,000,000 I Appletree BDC, Inc. Common Stock 41 I Appletree BDC, Inc. Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5) Date Exercisable Expiration Date Title Amount or Number of Shares Explanation of Responses: Remarks: Appletree BDC, Inc. is the direct owner of the listed shares in Winsted Holdings, inc. Francis Manzo 08/24/07 ** Signature of Reporting Person Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Posts: 840 | From: ny | Registered: Jun 2005
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BOARD UPDATE SOME DD This is from ILLinois SOS for APPletree capital President Name & Address FRANCIS PETER MANZO 5402 BRITTANY DR MCHENRY IL 60050-335
This is from ILLinois SOS for Byers FOOD THis is byers food company address
THIs is from ILLInois SOS for HIGH LOW FOODS INC President Name & Address FRANCIS P MANZO III5402 W BRITTANY MCHENRY 60050
SImilar address for SUPERMARKETS PLUS, INC.
As Frank has said they will take all the Appletree capital current clients under umbrella this might be few of them.. GLTA
Posts: 46 | From: Houston,TX | Registered: Nov 2004
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Everyone, this is almost too good to be true so please, before reading this, understand that what you are about to read is what I have derived from what WNSH have recently filed in their Form 8-K, Schedule 14C, and Form 3 with the SEC.
Filing with the SEC establishes “credibility” in a stock/company and not what I think or believe in that stock/company. So, as far as I am concerned, these are legit and official thoughts from my eyes of interpretation unless someone can officially confirm different.
Key Ownership Variables: ** Winsted Holdings = Appletree BDC ** Appletree BDC = Stock Held by the “Company” ** Appletree Capital Ltd. = Stock Held by “Francis P. Manzo III” ** Appletree Capital Ltd. = Francis P. Manzo III & TEAM = Appletree Capital BDC
Form 8-K: http://edgar.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=5325136&Ty pe=HTML ** Effective management changes as of June 30, 2007. ** Confirmation of Mr. Mark Ellis resignation of all executive functions with the Company including as President and Board member. ** Confirmation of Francis P. Manzo III appointment as the President, Director and Chief Executive Officer for Winsted Holdings Inc./Appletree Capital Ltd.
** No other arrangements exist (so this is ground zero for more to follow). ** This is the “official base” for the WNSH share structure for future logical deduction.
** New common shares holdings by Appletree BDC are now 41 shares.
Please reference the below SEC filings in the WNSH link below. Look under the section titled “CORPORATE OFFICES” on Page 3. WNSH filed a certificate with the Secretary of State of Florida to change within their Articles of Incorporation to have a designation of the Series A & B Preferred Shares conversion to Common Shares and Voting Shares as indicated in the below link: http://www.secinfo.com/duvJ5.z1T7.htm
Series A Preferred Stock = … ** 50,000,000 Shares ** Convertible into 20 shares of Common Stock ** 20 Votes per share ** 1 Vote per share after the 1 for 20 into Common Stock
Series B Preferred Stock = … ** 50,000,000 Shares ** Convertible into 10 shares of Common Stock ** 10 Votes per share ** 1 Vote per share after the 1 for 10 into Common Stock
Understand the new amount of Preferred Shares (Series A & B) from the Form 3 filing with the SEC that was released late 24 Aug 07 indicated:
Appletree BDC Series A Preferred Shares = 200,000,000 Shares Appletree BDC Series B Preferred Shares = 50,000,000 Shares
From using the conversion ration of 1:20 a derived from above that’s on file with the Secretary of State of Florida, the new Preferred Shares represents the below amount of common stock:
Series A = 200,000,000 x 20 Series A = 4,000,000,000 Common Shares
Series B = 50,000,000 x 10 Series B = 500,000,000 Common Shares
That’s a total of 4,500,000,000 Common Shares if the Series A & B Preferred Shares were to be converted to common shares; which importantly is under the 5,050,000,000 Authorized Shares (AS) amount. Since the Authorized Shares (AS) amount was not increased to account for any preferred shares if ever converted, those shares no doubt could have only come from the supermajority position of shares held by Frank, the CEO, for even having something to convert. These are shares within the 3,620,241,722 OS/Float to greatly reduce them.
I think the conversion of the preferred shares was used to enhance valuation and to implement a “Poison Pill” to make sure protections are in place if ever tried to be taken over. Reference the post below for a little more understanding: http://investorshub.*********/boards/read_msg.asp?message_id=22353673
Of key note, I think because there is a “Reverse Triangular Merger” that is taking place, the current totals for the Series A & B Preferred Shares filed in the Form 3 includes the already previously indicated 50 million shares of the Series A Preferred Shares and the already previously indicated 50 million shares of the Series B Shares filed within the previous Schedule 14C hence reflecting the Form 3 listed totals of 200 million Series A Preferred Shares and the 50 million Series B Preferred Shares. See the post below for an understanding of the Reverse Triangular Merger: http://investorshub.*********/boards/read_msg.asp?message_id=22381194
There were 50,000,000 shares of Series A Preferred Shares listed when the Scheduled 14C was filed on 27 Jun 07. There were 200,000,000 shares of Series A Preferred Shares listed when the Form 3 was filed with the SEC and released for viewing this Friday, 24 Aug 07. This leaves a difference of 150,000,000 new Series A Preferred Shares.
Again, since the Authorized Shares (AS) amount was not increased to account for any preferred shares if ever converted, the new 150,000,000 Series A Preferred Shares no doubt would have only come from the supermajority position of shares held by Frank (the CEO) to take from the 3,620,241,722 shares which is part of the Float and the OS reducing them both.
Since the Series B Preferred Shares remained at 50 million shares, no calculation of the Form 3 information will reflect and/or represent any conversion of preferred shares to common shares for the Series B Preferred Shares.
WNSH filed with the SEC their Scheduled 14C showing that the common shares outstanding were 3,620,241,722 shares.
WNSH filed with the Secretary of State of Florida in their Articles of Incorporation the above conversion ratios of 1:20 for Series A and 1:10 for Series B Preferred Shares.
Given the above info, this means that the difference for the increase of the Series A Preferred Shares from 27 Jun 07 to 24 Aug 07/now represents the amount of 150 million Series A Preferred Shares filed on the Form 3 taken from “converted” common shares to be reduced from the current 3,620,241,722 outstanding shares (OS) as indicated:
150,000,000 x 20 = 3,000,000,000 common shares
With the 360,000,000 shares buyback, then we have common shares indicated below:
3,000,000,000 (Already Converted Shares) + 360,000,000 (Buyback Shares) = 3,360,000,000 common shares converted to preferred shares and bought back
Now here’s what makes everything “MUCH” more interesting. With an OS of 260,241,722 shares and a Float of 260,241,681 shares, think about all of the people that have 10% of the OS for their current holdings that are going to have to file with the SEC a Form 3 for their initial/current position of shares within 10 days of the official notification of the 260,241,722 shares outstanding. See 10% definition below explaining why: http://www.investopedia.com/terms/f/form3.asp
I have never seen a short squeeze done as this, but with the new SEC rule for covering all Failure To Delivers (FTD’s) that’s supposed to take affect on 15 Oct 07, this could become very interesting if there are any FTD’s existing in WNSH. I think those with FTD’s shares would realized that the more legitimacy revealed by WNSH, the sooner they would need to cover before being forced to buy back listed positions outside of the OS at much higher prices. See SEC new rule link below: http://www.sec.gov/rules/final/2007/34-56212.pdf
Now take the post/link below and any calculation for valuation where I used the 3,620,241,722 shares as the OS to derive a valuation, replace it with this new OS of 260,241,722 shares outstanding. That’s math in which I think it would be better for you to create and see for yourself the magnitude of the new valuations rather have me post them. http://investorshub.*********/boards/read_msg.asp?message_id=22260374
Again, all of the above information was derived and initiated from the current SEC filings from WNSH. I will reserve for now from posting any detailed fundamental valuations until more is officially released and/or confirmed.
I was not smart enough to initially see all of these things. A poster by the name of “maani” was the individual that shared a few thoughts for me to come to the above conclusions. Unless anything from the company is released confirming otherwise, the above is how I interpret the recent documents/forms filed with the SEC. Please share your thoughts to explain to me how I am looking at any of these thoughts wrong.
v/r Sterling
-------------------- May God Bless All. Posts: 46 | From: Houston,TX | Registered: Nov 2004
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posted
Why does that look great? I see only 5 MMs keeping this from dropping to .0001, and 8 before it can even move up another tick? Are you saying great relative to past snapshots? If so, do you have any of those for comparitive purposes?
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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posted
? I don't get what you're saying. L2s look awful to me. 8 MMs to get through to uptick, an just 5 keeping it from going to an absolute bottom. What about that looks good to you?
I'm not saying it won't go up or anything, just curious what the L2s look good relative to.
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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posted
Look awful, really? 3's ran out, now we are on 4's right now. And now the 4's are running out! Bids are building and take a look at chart its looks like we will see a breakout very soon.. You in this Pcola?
Posts: 840 | From: ny | Registered: Jun 2005
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posted
OKay, I see what you're sayign but I think you misunderstood my question. Yes, to me they look awful, because there is no reference point for comparison, which is what I asked about. Had you posted the L2s from Friday and showed that they were like .0002(3) x .0003(15), then yeah, they look better than that, but on their face they look awful. If you bought now, you'd be in at .0004 and have a looooooooong way to go before you got one uptick, and even then you could only sell for break-even. There's a lot of shares that will be for sale before you could even make any profit on this one, IMO.
Posts: 5508 | From: Southeastern PA | Registered: Jan 2006
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posted
I haven't kept close track of the L2's because it hasn't moved in weeks, but there is much more buying presure today than we've seen in a while.
Friday's SEC filing has renewed interest in this stock and charts are turning up. The koolaid is flowing freely in IHUB and WNSH looks primed for another run. How far this next leg will take us I won't guess, but the long-term outlook on WNSH is very good and that long term got noticably closer in the last couple trading days.
-------------------- Me Trade Pretty One Day. Posts: 815 | From: NYC | Registered: May 2006
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posted
kermit AGREED 100%, we are looking great. Chart consolidated and looks ready for a move.....
Posts: 840 | From: ny | Registered: Jun 2005
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