X-Message-Number: 692
Date: Mon, 30 Mar 92 21:08:29 EST
From:  (Perry E. Metzger)
Subject: cryonics: #686 - #689

DISCLAIMER : The following is not an official opinion of Lehman
Brothers, Shearson Lehman Brothers, or any affiliate of Lehman
Brothers or Shearson Lehman Brothers. This message constitutes my
personal opinion, and my personal opinion alone. 

I am not a lawyer. To the best of my knowledge, no other person
affiliated with Shearson Lehman Brothers, Inc. has examined or judged
the securities in the offering in question in any way, and this
message constitutes solely a personal amateur opinion on the legality
of Mr. Quaife's recent posting to Cryonics apparently offering
unregistered securities for sale.

   Message-Subject: Response to #685, Perry Metzger

   Perry Metzger states that "... by making an offering without
   appropriate disclaimers you have just violated about a dozen
   securities laws."

   Mr. Metzger is just wrong.  We do not even need an Offering Notice
   to sell our securities.  We have prepared the Offering Notice
   because:  (1) Anyone buying securities deserves to know exactly
   what he is getting into, and (2) for our own protection;  we
   require any purchaser to sign a statement that he has read the
   Offering Notice.

I'm afraid YOU are just plain wrong, Mr. Quaife. (see below)

   Mr. Metzger also states "I also wonder whether or not the
   securities in question are properly registered.  If they aren't,
   you've just violated a whole other bunch of laws."

   These securities fall under the California Corporations Code
   21502(f) Limited Offering Exemption, and under the SEC Regulation
   D Rule 504 Limited Offering Exemption.  If you keep your offerings
   small enough, you can avoid substantial red tape.

1) Your offering was made to every person on the Cryonics list,
because you failed to include the text "this is not an offering" in
your text. That made it an offering whether or not a seperate offering
document exists. That totally screws every other thing you said.

2) Your offering was made interstate, meaning the California
Corporations Code doesn't matter any more, at least in so far as you
now must obey it AND all the federal and state regs in other states AT

3) In some sense, state codes DO still matter, because you are still
subject to them under current federal regs. You thus violated the blue
sky laws in every single state that has a subscriber to Cryonics in it.

4) You just offered securities to more than 14 people, meaning you
personally are now subject to liability as an unregistered broker
dealer. Sorry, Art.

5) Your offering was made to a large number of people, most of whom
doubtless do not fall under the rules covering private placements of
equity to high net worth individuals. In short, you have just violated
a whole other set of federal and state regulations by offering
unregistered securities to the public at large.

Look, Art, there is a REASON, a very GOOD REASON, that people pay pros
to deal with this sort of stuff. Its because its ugly and dirty and
involves lots of paperwork that has to be filled out exactly right or
you are screwed. No investment banker or attorney familiar with the
laws in question would have allowed you to make an offering of
securities without a prospectus interstate, and certainly not without
registering the securities.

   Yes, Trans Time has attorneys (one of whom prepared the Offering
   Notice), and yes, Trans Time keeps its nose clean. 

Not by any standard I can see. Your lawyers should be shot for
allowing you anywhere near your offering. You just did something very

   We have had no
   trouble with the law while operating for 20 years in California, 
   where cryonics in general and another cryonics organization in particular 
   have come under intense scrutiny by the officialdom.

Thats probably because no one has turned you in. There are no SEC
regulators watching this list, I assume, and I also assume that no one
is about to turn you in. However, anyone who likes to is encouraged to
call their local SEC branch and ask, hypothetically, what would happen
if a friend of theirs made statements such as Art made on the list
without any disclaimers attached.

Now, I am never going to turn Art in. I think the securities laws are
nit picky little grotesquities that have no place in our society.
However, any rational man keeps his obediance to those laws scrupulous
and public.

Even the slightest violations can get you in serious trouble. A good
friend of mine stands to go to jail for years for a technical
violation that was hardly much bigger than Art Quaife's. You DONT fuck
with the SEC. Its safer injecting yourself with HIV twice a day. The
SEC is a mean bunch of guys who don't care how little you did and who
generally don't overlook technical violations of the law.

Anyone I know in the industry would currently be working overtime to
try to either paper over the violation in question with statements
after the fact, or be trying to destroy the evidence. Not having any
idea of what he is dealing with, Art Quaife is blythely continuing to
shoot himself in the foot, lord knows why.

Personally, I don't care about Mr. Quaife. However, the rest of you
ought to be clear on exactly whats going on here.

Trans Time seems to try to project an air of financial sophistication
with talk of the numerous partnerships, interlocking corporate
structures, etc, etc, that it is involved in. So far as I can tell,
its worse managed than about a dozen small companies the size of
TransTime I've looked at fairly recently for my own account, who might
be run by piss poor management but which at least have the
sophistication to put nothing in writing concerning a upcoming sale of
securities without having their lawyers read it FIRST.

Perry Metzger
Lehman Brothers
a division of Shearson Lehman Brothers, Inc.
Yes, that Shearson Lehman Brothers
But no, my equities trading is done for me, not them, so don't draw
any conclusions from where I work during the day.

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