To: pilapir who wrote (9718 ) 4/24/2002 1:10:47 PM From: StockDung Respond to of 19428 IN THE MONEY: Investco And The Missing Insurance Company By Carol S. Remond 04/24/2002 Dow Jones News Service (Copyright (c) 2002, Dow Jones & Company, Inc.) A Dow Jones Newswires Column NEW YORK -(Dow Jones)- It was an important acquisition for Investco Inc. (IVSOE). By issuing $100 million in restricted stock, the startup provider of financial services was hoping to use the purchase of Mercury Surety & Insurance Co. Ltd. in March of this year as a springboard for bigger and better things. "The additional assets will now allow us to move even faster to begin generating revenue to start building shareholder value based on profits and not promises," crowed Joseph Lents, the company's chief executive. But there's only one little problem. The acquisition never went through and the company has never bothered to tell anyone that not-so-insignificant fact. It is even uncertain whether there really is a company called Mercury Surety & Insurance. In an interview with Dow Jones Newswires, the finance minister of Costa Rica, the country where Mercury is supposedly based, said the company doesn't exist. "There is only one insurance company (called the National Insurance Institution) in this country and it's owned by the government," Costa Rica Finance Minister Alberto Dent said. He added there is no insurance company called Mercury Surety & Insurance licensed to do business in Costa Rica. And the plot thickens. Hernan Carazo, the owner of Capitales Tres De Americas S.A., the Costa Rican company identified in Investco press releases as the seller of Mercury, agreed with the finance minister. Mercury "doesn't exist in Costa Rica," Carazo said in a phone interview from San Jose, the capital of Costa Rica. Nonetheless, Carazo said that Capitales and Investco did have negotiations over the purchase of Mercury by the U.S. company but that these talks fell through earlier this year. He wouldn't say if it exists elsewhere. Carazo declined to comment on his relationship with Karen Carazo, the corporate secretary of a private investment company called First International Finance Corp., or FIFC. That company, run by Michael Zapetis, a man who has had a few run ins with the law, claims it owns 94.4% of Investco. Zapetis is married to Karen Carazo. "She asked me not to talk about it," Hernan Carazo said. Florida Department of State documents show Karen Carazo as corporate secretary and registered agent for an inactive corporation called Mercury Insurance Agency Inc. The company was dissolved in September 1999 for failing to file an annual report with the state. Neither Investco CEO Lents nor other Investco officials could be reached for comment. Karen Carazo and her husband Michael Zapetis were also not available for comment. Investco's stock surged to $8.50 earlier this year after this tiny Florida-based company was taken over by FIFC. Investco and FIFC quickly announced that the company would focus on providing financial services and forgo its former voice recognition business. It now trades at $2.09, which is nearly 19% higher on Wednesday. An "In The Money" column earlier this month highlighted some interesting facts about Investco that the company hadn't disclosed via press releases or regulatory filings. One was the seeming discrepancy in the number of shares the company really has outstanding. Different filings with the Securities and Exchange Commission showed different numbers. Another was the fact that Zapetis, FIFC's chairman, had been convicted in the 1980s for drug distribution charges and that he had run-ins with Florida regulators for illegally collecting fees upfront from would-be-borrowers. He was convicted on a petty theft charge but received a withhold of adjudication on the more serious advance fee charge for which he was put on probation and forced to make restitution. But let's go back to Investco's "purchase" of Mercury from Capitales Tres De Americas S.A. Key to Investco's new incarnation as a financial services provider were some $100 million in certificates of deposits that Investco said were on Mercury's balance sheet. These were going to be used to provide guarantees to potential borrowers in the U.S. Commenting on Investco's purchase of Mercury, Investco's Lents told investors in a March 14 press release announcing the close of the Mercury acquisition: "The market has been very stable and we have had an overwhelming request for proposals for our asset guarantee and collateral enhancement services." At the very minimum, it looks like Investco has to find another way to get that business started. By the way, this wouldn't be the first time that Lents and Zapetis were part of a deal that involved mysterious foreign assets. SEC filings show that in 1995 Morgan Stanley Dean Witter (MWD) sued a company run by Lents called International Standards Group in the New York State Supreme Court to recover damages or rescind Morgan Stanley's purchase from International Standards of what turned out to be counterfeit bonds that appeared to have been issued by the central bank of Venezuela. Lents later countersued Morgan Stanley and Zapetis in the U.S. District Court for the Southern District of Florida, claiming that Morgan's failure to verify the bonds' authenticity led to the rescision of an agreement by a foreign insurance company to take a controlling interest in International Standards Group, substantially damaging his company's interest and that of his shareholders. It is unknown what Zapetis' role was in this case. Morgan Stanley later dismissed its suit without prejudice. The Florida case filed by Lents was settled in October 1996. Morgan Stanley declined to comment citing a confidentiality agreement. By Carol S. Remond; Dow Jones Newsiwres; 201 938 2074; carol.remond@dowjones.com. Copyright © 2000 Dow Jones & Company, Inc. All Rights Reserved.