Red Alert Makes 3rd Offer for Rogers Archive: $18M Plus Stock

Red Alert Makes 3rd Offer for Rogers Archive: $18M Plus Stock
One of the tens of thousands of negatives inside John Rogers' archive in North Little Rock. (Michael Pirnique)

A new and substantially lower offer was made Monday to purchase the assets of embattled photo and sports memorabilia dealer John Rogers.

The proposed deal involves $18 million cash plus 1 billion shares of unregistered, restricted common shares in the would-be buyer: Red Alert Media Matrix Inc.

The shell company, led by Tim Holly of Atlanta, offered $28 million cash in April and a billion shares of stock. Red Alert's original January bid was $59 million, all cash.

In a letter to the court, Red Alert has offered to discuss its sources of financing in private with Pulaski County Circuit Judge Chris Piazza as part of a proposed June 15 hearing. Proof of funds derailed its first offer in January and remained an issue in its April offer.

Red Alert "wishes to keep its financing partners out of the media going forward," wrote Rickey Hicks, a local attorney for the venture.

The latest proposed transaction is divided into the acquisition of two of the four North Little Rock ventures under the care of a court-appointed receiver: 

Photo Archive Partners LLC, $11.16 million in certified funds and 620 million shares of Red Alert stock.

The photo archives listed include the McClatchy Media collection of prints and negatives, Digital First Media, unspecified video and film collections, Keystone, Detroit News and Detroit Free Press.

Sports Archives Plus Inc., $6.84 million in certified funds and 380 million shares of Red Alert stock.

The proposed agreement for Sports Card Plus would include the photo archives of six major newspapers: Chicago Sun Times, Denver Post, Minnesota Star Tribune, Seattle Times and Boston Herald.

Other assets detailed in the offer are collections identified as Sporting News, Other Sports, Arthur Rickerby, Sports Magazine, George Michael's Sports Machine Videos, Barney Stein, Don Wingfield, Penske Nascar, NFL, Major League Baseball Spring Training and Dixie Knight.

Omitted from Red Alert's offer are two essentially asset-less ventures also under receivership, Digital Stock Planet LLC and Planet Giant LLC.

Digital Stock Planet was organized to market the digital image interests of Rogers. Planet Giant was organized to market posters designed around historic photos collected by Rogers.

His ownership stake in the four ventures in receivership was shifted to his ex-wife, Angelica, as part of their divorce last year.

John Rogers is the subject of a criminal probe by the FBI and the focal point of a series of fraud allegations by banks, business associates and investors. Financial claims against him and his business ventures total about $50 million.

Specifically excluded from the Red Alert deal are the photo archives of Fairfax Media Management PTY Ltd. and the renowned Conlon collection of glass-plate negatives of early 20th Century baseball players that has drawn many competing ownership claims.

Fairfax rescinded its $244,000 sales contract with Rogers after learning that he was selling photos before providing a digital copy of its archives.

The Fairfax photos came from the Sydney Morning Herald and other publications in Australia and New Zealand, as well as some photographs from non-Fairfax sources.

Another change described in Monday’s offer was to lower the compensation for Little Rock attorney Richard Mays Sr. for his legal work on the proposed asset sale and purchase agreement

The new deal calls for $450,000 plus 100,000 shares of Red Alert stock.

Under the April 24 deal, the former Arkansas Supreme Court justice was to receive $700,000 and 50,000 shares.

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