Interesting stock sale by the WBTS as part owner

restrangled

This is from July of 2004, maybe most know about it but I thought it was interesting. Here is the link. Lots of cash involved.

http://sec.edgar-online.com/2004/07/20/0001003297-04-000315/Section6.asp

r.

SixofNine

I can't access the actual filing. Can you post the details?

nelly136

heres the first bit its huge. BY AND AMONG

HOME SOLUTIONS OF AMERICA, INC.,

RAM HOME WARRANTY HOLDING CORP.,

JOHN MAZURKIEWITZ ,

AND

MELINDA MAZURKIEWITZ

FOR THE ACQUISITION OF
100% OF THE OUTSTANDING STOCK
OF
REHAK ASSOCIATES MOBILE SERVICES, INC.
D/B/A RAM HOME WARRANTY
AND
RAMSPEC, INC.

Execution/Effective Date: July 1, 2004

Closing Date: _________ ___, 2004

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this Agreement) is entered into and effective as
of July 1, 2004 (the Effective Date), by and among Home Solutions of America,
Inc., a Delaware corporation (HSOA), RAM Home Warranty Holding Corp., a
California corporation and wholly-owned subsidiary of HSOA (BUYER), John
Mazurkiewitz, an individual residing in the State of California (Mazurkiewitz),
Melinda Mazurkiewitz, an individual residing in the State of California, and
Watch Tower Bible & Tract Society of Pennsylvania, Inc. (Watch Tower)
(collectively, Mazurkiewitz, Melinda Mazurkiewitz, and Watch Tower shall be
referred to individually as a SELLER, and together as SELLERS). HSOA, BUYER,
and SELLERS are referred to herein individually as a Party and collectively as
the Parties.

WITNESSETH:

WHEREAS, Rehak Associates Mobile Services, Inc. d/b/a RAM Home
Warranty, a California corporation (TARGET1) and RamSpec, Inc., a California
corporation (TARGET2) (together, the TARGETS) are currently engaged in the
business of marketing and providing home warranty insurance policies and
services related thereto to residential customers;

WHEREAS, SELLERS collectively own 100% of the outstanding capital stock of each
of TARGET1 and TARGET2; and

WHEREAS, SELLERS desire for TARGET1 and TARGET2 to become
wholly-owned subsidiaries of BUYER, through the sale by the SELLERS to BUYER of
100% of the outstanding stock of each of TARGET1 and TARGET2, and BUYER desires
to so acquire the TARGETS as its subsidiaries, in exchange for cash and a
promissory note to be paid to SELLERS.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual
undertakings and covenants herein, and for such other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:

ARTICLE I

THE STOCK PURCHASE

1.1 The Stock Purchase. At the Closing (defined below), subject to
the terms and conditions hereof and in reliance on the representations and
warranties made pursuant hereto, SELLERS shall transfer to BUYER, and BUYER
shall purchase from SELLERS, the following securities:

(a) 40,740 shares of common stock, $1.00 par value per share, of TARGET1
(the TARGET1 Shares), constituting 100% of the outstanding capital stock of
TARGET1; and

(b) 10,000 shares of common stock, $1.00 par value per share, of TARGET2
(the TARGET2 Shares), constituting 100% of the outstanding capital stock of
TARGET2. For purposes of this Agreement, the TARGET1 Shares and TARGET2 Shares
shall be referred to herein collectively as the TARGET Shares.

1.2 Consideration. In consideration for BUYER's purchase of the
TARGET Shares, HSOA and/or BUYER shall issue the SELLERS the following
consideration:

(a) an amount in cash (meaning certified check or wire transfer of
immediately available funds) equal to $7,000,000 plus any cash and/or marketable
securities in TARGETS' bank or brokerage accounts in excess of $4,500,000 in the
aggregate on the Closing Date (subject to adjustment pursuant to Section 2.1(g)
below) (the Cash Portion); and

(b) a promissory note issued by BUYER to SELLERS, in the form attached
hereto as Exhibit A(the Note), in the original principal amount of $3,000,000,
payable in equal quarterly installments over 36 months accruing interest at a
rate of 5% per annum, and secured by a letter of credit under the terms set
forth in Section 1.3(b)(ii), which letter of credit is subject to the prior
written approval of the SELLERS, which approval shall not be unreasonably
withheld. The first payment shall be due on the 91st day after Closing.

The aggregate consideration to be paid to the SELLERS pursuant to this Section
1.2 shall be allocated among the SELLERS as directed by Mazurkiewitz in writing
to BUYER, and BUYER and HSOA shall be indemnified and held harmless by SELLERS
for relying on such allocation in distributing the aggregate consideration.

1.3 The Closing. The closing of the transactions contemplated by
this Agreement (the Closing) shall take place at the offices of TARGETS in
Riverside County, California, at 10:00 a.m. local time, within 5 business days
following the satisfaction or waiver of all of the conditions to Closing set
forth in Article II, or on such other date or such other time as mutually agreed
upon by the Parties (the Closing Date).

(a) Deliveries by SELLERS to BUYER. At the
Closing, SELLERS shall deliver to BUYER or HSOA:

(i) stock certificates representing the Target Shares, together with
executed stock powers therefor, and the minute books and all original
organization documents for TARGET1 and TARGET2;

(ii) a certificate, executed by SELLERS as of the Closing Date,
certifying that the conditions specified in Section 2.1 and all covenants,
obligations, representations, warranties, and agreements of SELLERS required by
this Agreement have been satisfied as of the Closing. Such certificate shall be
in substantially the form attached hereto as Exhibit C;

nelly136

its goes on and on for about 30 sections.

Outaservice

Just one Question! Why is everything so secretive with The Watchtower as to their assets? Most charitable organizations have or will provide a public accounting of how much they take in etc. But no accounting is given to the individual Jehovah's Witnesses other than there is a deficit at the conventions on the last day.

Something's very wrong and 'fishey'!

Outaservice (Earth is the insane asylum for the universe!)

Jourles

It seems that the WTS was a partial shareholder in RAM along with the Mazurkiewitz's. How the WTS became a shareholder in this company is anyone's clue. They could have been gifted the shares during one of those "We need your money" KM's that come out in November. Or the Mazurkiewitz's had the WTS come in as a partner at the beginning - highly unlikely though...

The filing doesn't specify what percentage the WTS held in RAM, but the total sale came to over $10+ million when it was all said and done. Not that bad of a "donation."

I wonder if any df'd children would have received those shares instead?

heathen

They could have been gifted the shares during one of those "We need your money" KM's that come out in November.

yah right . Looks to me that they are playing the stock market as well as real estate.

Jourles

Except that RAM wasn't a publically traded company. Thus, the only way for the WTS to have obtained those common shares was to either, 1. Privately invest in RAM, or, 2. Inherit the common shares from a shareholder. I'm guessing the latter occured.

http://www.hsoacorp.com/index.php/new_section/details/home_solutions_of_america_signs_definitive_agreement_to_acquire_ram_home_wa/

restrangled

Here is another odd thing... This looks like the same company that bought Ram.

Home Page >> Possible Cases >> Home Solutions of America, Inc.

Home Solutions of America, Inc.

Home Solutions of America, Inc. has been accused of securities fraud. If you are a member of any of their investment plans or profit sharing retirement plans and purchased or held the Company’s stock in one of those Plans during the periods April 11, 2006 to June 6, 2006, you may have a claim.

Register your ERISA Complaint

If you have suffered from 401k plan losses, you may qualify for damages or remedies that may be awarded in a possible class action lawsuit. Please click the link below to submit your complaint and we will have a lawyer review your ERISA complaint.
If you are NOT a current or former employee of this company, please use this form to register your complaint. Thank you.

Click here to submit your complaint through a secure form Posted on Jun-27-06

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heathen

Now is looking like some insider trading going on ............. Jourles the WTBTS is very sneaky when it comes to money . I just don't see why someone would give them stocks rather than cash the stocks in first and give them cash .

Interesting stock sale by the WBTS as part owner

Home Solutions of America, Inc.

Register your ERISA Complaint

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