PAM

["Robert P. Cashin" <rcashin@juno.com>]

Hi All,

        Let me try to summarize as an attempt to see I've got things correct.
Dave Gomberg is trying to start a business, PAM.  It will be owned by the
people and/or organizations that put money into it and by Dave (
stockholders ).  He will use Herlong to print the magazine.  Dave will be
responsible for getting advertising and quality articles, etc. He will
also take directions from the stockholders regarding the trends and types
of contents.

        He wants the AGA to participate in two ways. The first is for us to stop
TAG and instead have him send PAM to our members in return for part of
the membership dollars which we collect.  PAM will have a defined number
of pages edited by the AGA which we can use for providing info on coming
events, chairmans reports, etc.

        The second way he wants us to participate is to provide money up front
so we become stockholders in PAM. For an estimated $3000 we can become
the majority stockholder, but we don't have to put that much in, or even
anything if we don't want to. The advantage of being a majority
stockholder is that we can control the overall scope of the magazine, but
not the day to day issues.

        Another issue is that if the stockholders decide to replace Dave as
editor, it will have to give him one years notice.

        Here are  my questions:

                1. What does majority mean? 51%?

                2. What happens if Herlong becomes unreliable? Will the cost of
                putting out the magazine increase if we have to switch printers?

                3. Dave is taking his earnings as stock. If I understand 
correctly,
                given enough time he will become the majority stockholder. How  
        will
that effect AGA's level of control?

                4. As a stockholder we will expect to receive a portion of the 
profits.
                I assume that means that if we own 51% we will receive 51% of 
the
                profits. Oh the other hand, as stockholders, we will have to 
make up
                part of the losses. Again, I assume 51% ownership would cost us 
                51%
of the loss. How can the AGA limit the amount it will lose if           things
turn bad?

                5. I'd also like to hear Dave's reaction to AGA being 100% 
owner and
                have AGA control the mag which would remain TAG, instead of PAM.

                                        cu, Bob

        
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