From: +InfoStream.com Sunday, Jul 18 1999 8:36PM ET
Reply # of 11047
Ñ, I read some yahoo posts, also earlier 10-Qs and more important 8-Ks:
The creation of today's UAI was a three-step process, basically.
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1) The Prologue was the revival of Caldera as documented in the Edgar filings. It is not described for what consideration and when the 800K "ante" has been acquired by "U.S. Fidelity Holding Corp. .
a) One Ronald K. Mann signed for Caldera the 10-Q back in 22 July, 1998 the first filing for tides. No shareholders are named. Mr. Mann granted Caldera office space for free. He owns no shares per the subsequent 10-K.
b) The next filing, the 10-K per 31 Jul 1998 names already Scott Griffith, 36, Director, and Michael Nixon, 35, Director, both of Texas.
This filing names the (new) part-owners and principals of Caldera:
PRINCIPAL SHAREHOLDERS:
Marc A. Sparks Indirect (2) 800,000 23.9%
4635 McEwen Road
Dallas, Texas 75224
F. Jeffrey Nelson Indirect (2) 800,000 23.9%
4635 McEwen Road
Dallas, Texas 75224
U.S. Fidelity Holding Corp. Direct 800,000 23.9%
4635 McEwen Road
Dallas, Texas 75224
Julius Karosen and Hannah Direct 400,000 12.0%
Karosen Trust
10108 Empyrean Way, #204
Los Angeles,
California 90067
inserted from the proxy:
Robert K. Bench Direct 215,000 6.4%
1889 North 1500 East Indirect(3) 73,000 2.2%
Provo, Utah 84604
(1) All shares owned directly are owned beneficially and of record.
(2) Messrs. Sparks and Nelson are principal shareholders of U.S.
Fidelity Holding Corp. and may be deemed the beneficial owners
of the shares owned of record by it. U.S. Fidelity is affiliated
with International Fidelity Holding Corp. ("IFHC"), see Item 1
of this Report.
____________
Concludently, as early at Jul 23th 1998, Caldera was under some influence of Mr. Sparks, and Nelson together with USFH. Note that post split, USFH holds 800 / 15 = 53.3 K, as mentioned earlier.
2) The 2nd transaction turned the shell, which underwent a 1-15 reverse split, combined with an issue of nearly 99% new stock to the IFHC sellers.
edgar-online.com.
The next filing, the 8-K from Sept 2 1998 describes the transaction - the reverse merger.
At a Special Meeting of Stockholders (the "Meeting") of
Caldera, Inc., a Delaware corporation (the "Corporation"), held
on August 17, 1998, the stockholders approved (i) a Stock
Purchase Agreement, dated as of July 7, 1998 (the "Purchase
Agreement"), by and among the Corporation, Marc A. Sparks
("Sparks"), F. Jeffrey Nelson ("Nelson") and Nicole Clayton Caver
("Caver"), pursuant to which the Corporation purchased all of the
issued and outstanding shares of common stock of International
Fidelity Holding Corporation, a Texas insurance holding
corporation ("IFHC"), in exchange for 19,777,000 shares of common
stock, $.01 par value per share ("Common Stock"), of the
Corporation on a post-Reverse Stock Split basis, as defined
below, ...
Effective upon the closing of the Purchase Agreement,
Sparks, Nelson and Caver, the sole shareholders of IFHC, became
the beneficial owners of an aggregate 19,777,000 of the
20,000,000 outstanding and issued shares of Common Stock, which
shares constitute 98.9% of the outstanding and issued shares of
Common Stock. In addition, Sparks and Nelson are the sole
shareholders of U.S. Fidelity Holding Corp. (U.S. Fidelity"),
which after the Reverse Stock Split would own 53,333 shares of
the Corporation's Common Stock.
And:
INTERNATIONAL FIDELITY HOLDING CORPORATION is a Texas-based
insurance holding corporation founded, owned and operated by Marc
A. Sparks, F. Jeffrey Nelson and Nicole Clayton Caver.
While here:
Through an affiliated transaction, IFHC's management (Marc
A. Sparks and F. Jeffrey Nelson) also controls U.S. Fidelity.
(which, as previously mentioned had a controlling - but not majority stake in old Caldera).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Marc A. Sparks and F. Jeffrey Nelson are the sole
shareholders of U.S. Fidelity, the principal stockholder of the
Company, and also two of the three shareholders of IFHC. They
plan to cause U.S. Fidelity to vote its 800,000 shares of the
Company's [Caldera] Common Stock in favor of the proposals at the Meeting.
In addition to IFHC and ISCC, Messrs. Sparks and Nelson are
shareholders, managers and or directly affiliated with the
following insurance related companies:
1. U.S. Fidelity Holding Corp. An Insurance Holding
2. Great Southern General Managing General Agency
3. First Choice Underwriters Managing General Agency
4. Peak Underwriters Managing General Agency
5. Advanced Underwriters Managing General Agency
6. Eagle Claims Corp. A Claims Management
7. Eagle Premium Finance Company A Premium Finance
8. National Automobile Appraisal An Auto Appraisal
9. U.S. Fidelity Re A Reinsurance Company
10. Unistar Auto Insurance Agency, A Retail Auto Insurance
11. Talon Financial Services Ltd. A Reinsurance Brokerage
12. 4635 Partners Ltd. A 30,000 sq. ft. Office
13. Mirror Finishes & Collision of A Collision Repair
14. Estate Paint & Body of Texas, A Collision Repair
15. U.S. Fidelity Insurance A "Grandfathered" MGA
It is intended that the Company, after closing the Purchase
Agreement, will engage in business transactions with the above-
listed related companies. Such transactions would be on terms
similar to those the Company would have with unrelated entities.
The final numbers are given some time later in an amended 8-K in Dec, 1998
edgar-online.com.
So effective Aug 17th, S, N & C exchanged their IFHC stake for shares of Caldera. On the next day, Aug 18th Caldera, now UNSF, commenced trading on the OTCBB - nonfirm quotes are on the T/S beginning with Aug 18th. The first trades began September 09, 1998, however, assigning a market value to Caldera / UNSF - which is important for the subsequent transaction:
3) The 3rd transaction, the acquisition of UFSH (the first company in the list above) was tentatively valued $75M, per the amount of stock assigned to the sellers and as stated in the documents. In this $75M the at that time 84M customer list is included, hence the remaining enterprise was valued a negative 9M. However, the market price of UNSF stock was $26 as at Sept 30, so the consideration was valued 103M.
Note that the acquiror is not S & N but a British Virgin "Rockford Partners" which continue to hold an equity ownership in UAI sine.
edgar-online.com.
How was this done:
Immediately prior to the Acquisition,
(i) USFH held 53,333 shares of
Unistar Common Stock and was wholly-owned by F. Jeffrey Nelson, President, Chief
Financial Officer and a director of Unistar, and Marc A. Sparks, Chairman of the
Board and Chief Executive Officer of Unistar,
(ii) Messrs. Nelson and Sparks
served (and continue to serve) in those same capacities with USFH, and
(iii)
Messrs. Nelson and Sparks transferred their shares of USFH to Rockford Partners,
Ltd., a British Virgin Islands corporation ("Rockford Partners"), in
satisfaction of pre-existing obligations to Rockford Partners resulting from
historic working capital provided to USFH and its affiliates and in exchange for
certain additional consideration to be finalized, which additional consideration
may include distribution of a portion of the Unistar Common Stock received by
Rockford Partners pursuant to the Acquisition. Rockford Partners then sold the
shares of USFH to Unistar pursuant to the Stock Purchase Agreement, and now
holds the 3,975,000 shares of Common Stock that it received as consideration for
the shares of USFH.
Rockford Partners, Ltd.
P.O. Box HM 2257
Hamilton M JX, Bermuda
Attn: Deborah L. Patterson, Authorized Representative
Facsimile No. (441) 292-1373
Note that USFH was all the times "affiliated" with either IFHC, Sparks and Nelson as filed in several preceeding and subsequent Edgar documents. For that very short time prior to the acquisition it was acquired by Rockford. No Rockford principal is named.
Epilogue:
Where are the shares?
All directors now own 28.6% whereas, originally the consideration was 19.777 M shares to S & N and C.
2M shares have been assigned subsequently to Mr. Feldman. Nearly 4M shares are at Rockford. Either the remainder
has been divested or ...
NUMBER OF SHARES PERCENTAGE OF CLASS
SHAREHOLDER BENEFICIALLY OWNED BENEFICIALLY OWNED
Directors and Executive Officers:
Marc A. Sparks(1) .......................... 2,365,000 9.7%
F. Jeffrey Nelson(1) ....................... 1,198,000 4.9
James G. Leach ............................. 200,000 0.8
Kerry A. Sebree ............................ 15,000 0.1
Morris Belzberg(2) ......................... 822,222 3.4
Brent Brown ................................ 5,000 0.0
Noelle Hill ................................ 0 0.0
Leonard Feldman(1) ......................... 2,055,555 8.4
Patrick Rastiello .......................... 10,000 0.0
Victor L. Horne(1) ......................... 310,000 1.3
All directors and executive officers
as a group (ten persons) ................. 6,980,777 28.6%
______________________________________
biz.yahoo.com
January 1, 1998 through August 16, 1998: The Company, then known as Caldera, Inc., was a dormant public shell, with no operations or activity of any sort;
August 17, through September 30, 1998: The Company completed the IFHC Acquisition on August 17, 1998, which was accounted for as a
reverse-takeover, meaning that for accounting purposes IFHC was the acquiror of Caldera, Inc. Therefore, the financial results of IFHC (and its sole subsidiary Unistar Insurance Company) for all twelve months of 1998 are included in the Company's consolidated financial statements contained herein. In other words, if no other transactions had occurred in 1998, the 1998 Financial Statements would be identical to those of IFHC. Instead, because of the other transactions that took place in 1998, IFHC did not have a significant effect on the 1998 Financial Statements in terms of the Company's consolidated net income or total assets.
September 30, 1998 through December 31, 1998: The Company completed the USFH Acquisition on September 30, 1998, which gave the Company the substantial portion of its present operations. The USFH Acquisition was accounted for as an asset purchase, therefore only the financial results of USFH for the three months subsequent to September 30, 1998 are included in the 1998 Financial Statements.
December 31, 1998: The acquisitions completed by the Company on December 31, 1998 had no effect on its income statement in 1998, but the assets acquired and liabilities assumed are included in the December 31, 1998 balance sheet.
Message 10557146
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