SHELL TMII OS- Common: 1,896,710 Float: 1,047,210 Pref: 250,000
Now a SHELL looking for other business opportunities.
Seems very possible that those ops may be in Hawaii.
pinksheets.com
At November 14, 2002, there were outstanding 3,463,877 shares of Common Stock, $.01 par value.
As a result, if the transaction is completed, it will result in both a change of voting control of the Company and a change in its management, including its Board of Directors. The purchaser has advised the Company that it currently intends to pursue new business opportunities for the Company and to shift the Company’s business focus, although as of the date of this Form 10-QSB, the purchaser had not identified nor committed to undertake any particular business activities.
pinksheets.com
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,000 (1)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.4% (1)
(1) Mr. Sessions is the record and beneficial owner of 125,000 shares of Series
A Preferred stock of TMI Holdings, Inc. The holder of the Preferred stock is
entitled to ten votes per share on all matters to be voted on by the
shareholders. The Preferred stock is not convertible into common stock.
(1) Based on 1,896,710 shares of common stock outstanding.
WILLIAM MICHAEL SESSIONS will be the CEO, Secretary, and a Director effective on the Closing of the transactions contemplated herein. Mr. Sessions currently serves as the CEO of Kina'Ole Development Corporation, a home developer, where he has served since June 2002 and will continue to serve after taking office with the Company. From July 1996 through October 2002, Mr. Sessions has served as a Mortgage Loan Officer with GMAC Mortgage (July 1996 to May 2002) and American Savings Bank (June 2002 to October 2002). Mr. Sessions also presently serves as the President of Hawaii Habitat for Humanity, a non-profit organization, where he has served since July 2000.
JOHN W. MEYERS will be the COO, Treasurer, and a Director effective on the Closing of the transactions contemplated herein. Mr. Meyers currently serves as the President of Beach Activities of Kavac, Inc., a retail diving store, where he has served since 1995 and will continue to serve after taking office with the Company. From April 2002 through the present, Mr. Meyers has served as the COO of Kina'Ole Development Corporation. Previously, Mr. Meyers has served as the General Manager of Quality Homes of Kauai, and as the President of Hawaiian Palisade Development.
pinksheets.com
- Effective as of the Douglas Closing, Douglas, Douglas Holdings (as hereinafter defined) and Douglas Partnership (as hereinafter defined) cancelled an aggregate of 1,567,167 shares of TMIH common stock, along with all options and warrants to acquire TMIH stock then held by them
The following table sets forth, as of November 6, 2002, certain information with respect to the Company's equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company's outstanding equity securities; and (iii) all Directors and Executive Officers as a group.
Common Stock
Amount and
Nature of
Name and Address of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class (1)
-------------- ------------------------------ ------------ ------------
Marc Douglas (3)
Common . . . . . . . . . 3141 W. Hallandale Beach Blvd.
Stock. . . . . . . . . . Hallandale, Florida 33009 2,172,167 (6) 53.4% (5)
Jay M. Haft (2) (4)
Common . . . . . . . . . 3141 W. Hallandale Beach Blvd.
Stock. . . . . . . . . . Hallandale, Florida 33009 210,000 (7) 5.7%
Howard Rothchild (2) (4)
Common . . . . . . . . . 3141 W. Hallandale Beach Blvd.
Stock. . . . . . . . . . Hallanda, Florida 33009 87,000 (7) 2.5%
Richard Weiner
Common . . . . . . . . . 890 N.W. 115 Aenue
Stock. . . . . . . . . . Plantation, Florida 33325 552,500 (8) 16.0%
------------- ------------
All Officers and Directors
as a Group (3 Persons) 2,469,167 56.6%
============= ============
Series A Preferred Stock
Marc Douglas (3)
Series A . . . . . . . . 3141 W. Hallandale Beach Blvd.
Preferred Stock. . . . . Hallandale, Florida 33009 250,000 100.0% (5)
------------- ------------
All Officers and Directors
as a Group (1 Person) 250,000 100.0%
============= ============
the.honoluluadvertiser.com
Hawaiian Palisade purchase announced
By Andrew Gomes
Advertiser Staff Writer
A New York-based owner of a Mainland remodeling magazine said yesterday it plans to buy a Hawai'i home-building factory and nine partially completed houses for $1 million in a deal expected to close Jan. 15.
The firm, a publicly traded penny stock that has been merged at least three times previously, changed its name earlier this month from JSDC Inc. to Housing Solutions Hawaii Inc.
Housing Solutions said in a statement yesterday it had signed a letter of intent for the purchase, but did not name the company it seeks to buy. The target appears to be Hawaiian Palisade Homes, which creditors forced into bankruptcy in June after regulatory, labor and financing difficulties left the business unable to pay its bills or deliver homes to about 120 customers.
Housing Solutions also described its purchase as the only wood-frame home manufacturing plant in Hawai'i, consistent with Hawaiian Palisade.
A Housing Solutions official did not return calls yesterday, and a public relations agent representing the company said she could not answer questions.
Wayne Miyao, a senior vice president with City Bank, Hawaiian Palisade's largest secured creditor, said a potential buyer was negotiating to acquire Hawaiian Palisade assets, though he could not provide more information because of confidentiality agreements.
City Bank, which loaned Hawaiian Palisade $1.5 million and has a mortgage on the company's Kapolei factory, gained control of the facility in October and is free to negotiate its sale.
Mary Lou Woo, a trustee appointed by U.S. Bankruptcy Court in Honolulu to oversee Hawaiian Palisade's assets, could not be reached yesterday. Hawaiian Palisade's bankruptcy attorney also could not be reached.
It was unclear how a sale to Housing Solutions would affect nearly $5 million in debts owed to Hawaiian Palisade creditors, such as materials suppliers and would-be home buyers, including 18 who lost deposits of $30,000 to $110,000.
It also is unclear whether the low-cost factory-built home industry can be developed successfully here. Mortgage lenders have been wary of making loans for homes that have no proven resale value. Hawaiian Palisade's demise, which is being investigated by the FBI and a grand jury, has hurt the industry.
The purchase attempt by Housing Solutions is the second public announcement of intent to buy the defunct builder. An earlier deal fell through with a California roofing contractor that proposed paying $1.5 million for the company.
Housing Solutions has a history as a shell company, owning the remodeling magazine, a gold mining venture in Latin America that was delisted from the stock market, and a full-service advertising agency that was liquidated in bankruptcy.
Reach Andrew Gomes at agomes@honoluluadvertiser.com or 525-8065. |
