Has anyone seen one of these yet?
Baby Doc say they had to distribute a prospectus
before the dividend could be paper?
reached the drop dead date for getting a prospectus out
and declaring a year end deadline?
If we are
not getting a prospectus, it seems to me that
eliminates certain possibilities, one of those being a paper
Whatcha think crew?
My recollection of the August conference call in
which this was discussed was that the REIT rules
require PZN to give shareholders a choice of paper, and
that essentially PZN will have to put out a proxy
statement with disclosure about the different securities.
It was for that reason, Baby Doc said, that any
decision about paper vs. cash would have to be made well
before year-end; I seem to remember him saying that
shareholders would have to be solicited beginning with a
filing in November to have enough time to get everything
I agree with your collective recollections. I
wonder if "the answer" is that management needed to
distribute a proxy if there was to be a choice but now we've
essentially been told that the Special Dividend has mostly
been paid (we thought it was the common dividend)
already. I would assume that the balance of the Special
(whatever that amount is?) will need to be paid in cash
this year since it's too late for a proxy. However,
this would seem to be in conflict with the credit line
covenants, which required a SI if the special is to be paid
I wonder if that's why Lehman left.
Doc told them of his plan (the Special has mostly
already been paid) and they told him he couldn't do that
because it's a violation of the covenants of the loc THEY
led. I'll bet Lehman had no choice but to quit.
Interesting scenario, but I don't know what it portends for
It seems a bit surprising that
we've not heard anything from the banking group.
Normally, the group would advise the client that they are
outside the covenants and that information, being
material, must be divulged to shareholders...unless PZN is
hiding behind "a quiet period".
Isn't an 8-K rquired to be filed with the SEC for
major financial changes? Or is 10Q disclosure
The company has confessed that its major tenant
cannot meet its lease obligations without raising some
money (as reported in the 10Q). Similarly, the company
obviously is in danger of not meeting the requirements for
being a REIT as of the end of 1999. If there is any
plan at all to de-REIT, it seems that it would have to
be disclosed in an 8-K.
Since we don't have
an 8-K saying that, can we then assume that they
WILL meet the requirements by 12-31-99 (i.e. the SI is
about to be announced)?
According to many posts here, there is nothing to
worry about because the co. is worth $20 or above on
the paper and in their minds.
They somehow forgot
to remember leson 101 of investing: that is a co is
only worth what someone will pay for. Like everything
So following on that trend, assuming they are right,
they all must be selling the farm and invest in PZN
right now, like "prisonanalyser". Am I
After all I figure that from $7 to $20 in 10 months is
potential to get rich if you put enough money into
By the way you'll get my shares soon and I ll leave
covered in blood but not dead (that is for those who do
not see the knife coming).
I am just staying
at this point because $7 will hold another week and
by then who knows a dead cat bounce of a point or
two if dividends get paid may remove some blood. And
to be honest I am really curious about how they'll
cough up the "dividends"
Faith is a beautiful
but sometimes a deadly thing for those who
And by the way where is cleo who has such eloquent
discussions about the GREAT REIT?? She probable bailed whiel
the others who bought the arguments, like me, have
bled to death. Many who appears to have good
intentions here have been mislead by PZN management and some
still are doing their dirty work may be
WAKE UP PEOPLE THAT THING IS GOING TO $7 !!! Stop
getting excited if it goes up 1/2 point.
I didn't realize dividends payed on the Preferred
"counted" towards the 95% hurdle amount. Makes sense, the
thought just never occured to me.
No idea how
stock holders would react to the news of not getting
the common dividends they thought they'd get for
1999, but if you consider:
1) Special is mostly
2) Preferred Dividends count towards the 95%
EPS "games" can be played between OPCO and PZN for Q4
(to reduce PZN's Q4 EPS)
the amount of the
common dividend due by 1/31/2000 might not be that
large. Liquidity issue might not be as bad as it looks.
As I've said before, even if PZN has violated the
covenants, if the net result is less new cash/value going to
shareholders, I doubt the banks will complain.
course, the above actions would hurt credibility but
let's face it, hard to get any lower than we are now.
It's easy to get rattled with the beating we're
taking, but I don't think you can have it both
Either PZN is fundamentally sound and Crants has done a
miserable job of convincing the Street, or something awful
is on the way and the Street is correct in
anticipating it. Personally, I choose the former.
Remembering Ben Graham's dictum that the market is a voting
machine in the short run but a weighing machine in the
long run, I can't wait to see what PZN really weighs!
You're right. Sorry chrome but REIT status
requiremants are determined to be satisfied by the IRS. The
IRS only sees tax returns, not GAAP
Actually, the 95% rule has some adjustments from actual
taxable income but they are not that important unless
you're selling properties at a gain.
Regarding comment: 3) EPS "games" can be played
between OPCO and PZN for Q4 (to reduce PZN's Q4 EPS).
This can be generally true under GAAP or financial
accounting, especially if it is downward as GAAP in very
conservative. But, you are dealing with TAX, and the IRS is
very aggressive in ensuring earnings are stated at the
highest levels. I believe FFO is referenced as a
guideline and may be used for dividends, but the underlying
requirements are based on TAXABLE Income.