As Filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 33-96776-A
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 5 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IMV LEASE/CAPITAL, INC.
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(Name of small business issuer in its charter)
FLORIDA 6770 65-0525864
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
19727 Oakbrook Circle, Boca Raton, Florida 33434 (561) 483-9940
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(Address and telephone number of principal executive offices)
19727 Oakbrook Circle, Boca Raton, Florida 33434 (561) 483-9940
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(Address of principal place of business or intended principal place of business)
Todd E. Levine
IMV LEASE/CAPITAL, INC.
19727 Oakbrook Circle
Boca Raton, Florida 33434
(561) 483-9940
(Name, address and telephone number of agent for service)
With a copy to:
James Schneider, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
(954) 763-1200
_________________________________________
Approximate date of proposed offering: As soon as possible after the
Registration Statement becomes effective. ^
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ] ______________
If this Form is a Post-Effective Amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box: [ ]
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IMV LEASE/CAPITAL, INC.
__________________
Cross Reference Sheet
<TABLE>
<CAPTION>
Registration Statement Item
Number and Caption Prospectus Caption
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1. Front of the Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page to
Prospectus Prospectus
2. Inside Front and Outside Back Inside Front Cover Page to Prospectus
Cover Pages of Prospectus and Outside Back Cover Page to Prospectus
3. Summary Information and Risk
Factors Summary of Prospectus and Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Blank Check Cover Page to Prospectus and
Offering Price Risk Factors
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Cover Page and Inside Cover Page of
Prospectus and Plan of Distribution
9. Legal Proceedings The Company and the Proposed Business -
Legal Proceedings
10. Directors, Executive Officers,
Promoters and Control Persons Management
11. Security Ownership of Certain
Beneficial Owners and Management Principal Shareholders
12. Description of Securities Cover Page and Description of Securities
13. Interest of Named Experts and Counsel Legal Matters and Experts
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14. Disclosure of Commission Position on Indemnification of Officers and
Indemnification for Securities Act Directors
15. Organization Within Last Five Years Prospectus Summary; Risk Factors; The Company
and the Proposed Business; Management
16. Description of Business Cover Page; Prospectus;
Summary; The Company and the Proposed
Business; Management;
Conflicts of Interest
17. Management's Discussion and Prospectus Summary; Use of
Analysis or Plan of Operation Proceeds; Management's
Discussion and Analysis or Plan of Operation;
The Company and The Proposed Business
18. Description of Property The Company and the Proposed Business -
Office Facilities
19. Certain Relationships and Related Certain Transactions
Transactions
20. Market for Common Equity and Cover Page; Front Cover Page of Prospectus;
Related Stockholder Matters Prospectus Summary and Description of Securities
21. Executive Compensation Management
22. Financial Statements Financial Statements
23. Changes In and Disagreements with
Accountants on Accounting and Management's Discussion or Plan of
Financial Disclosure Operation
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Preliminary Prospectus Dated July 31, 1997
Subject to Completion
PROSPECTUS
IMV LEASE/CAPITAL, INC.
100,000 Shares of Common Stock
On March 14, 1996, an offering (the "Blank Check Offering") commenced of
100,000 shares of Common Stock, par value $.001 per share (the "Common Stock" or
the "Shares") at a purchase price of $1.00 per Share of IMV Lease/Capital, Inc.
(the "Company"), a Florida corporation, through its sole director and executive
officer, Mr. Todd E. Levine. No commissions were paid in connection with the
Blank Check Offering. The Blank Check Offering is subject to Rule 419 of the
Securities Act of 1933, as amended (the "Act").
All of the Common Stock offered by the Company pursuant to the Blank Check
Offering was sold pursuant to a registration statement (the "Registration
Statement") filed with the Securities and Exchange Commission by the Company.
The gross offering proceeds to the Company from the Blank Check Offering were
$100,000, and all proceeds along with the Common Stock issued to shareholders
pursuant to the Blank Check Offering were deposited in an escrow account (the
"Deposited Funds" and "Deposited Securities," respectively) with Boca Raton
First National Bank (the "Escrow Agent"), which are being held for the sole
benefit of the investors pursuant to the Blank Check Offering and Rule 419. Mr.
Levine has advanced all of the expenses of the Blank Check Offering and will not
be reimbursed for any of such expenses whether or not a business combination
("Business Combination") is ultimately consummated.^ While held in the escrow
account by the Escrow Agent, the Common Stock may not be traded or transferred.^
The Deposited Funds and the Deposited Securities may not be released until an
acquisition meeting certain specified criteria has been made and a sufficient
number of investors reconfirm their investment in accordance with the procedures
set forth in Rule 419. ^No funds have been released or will be released pending
the consummation of the Business Combination.
THE SECURITIES OFFERED HEREBY INVOLVE SUBSTANTIAL RISK AND IMMEDIATE AND
SUBSTANTIAL DILUTION. ^POTENTIAL PURCHASERS SHOULD NOT INVEST IN THESE
SECURITIES UNLESS THEY CAN AFFORD A LOSS OF THEIR ENTIRE INVESTMENT. SEE "RISK
FACTORS" ^BEGINNING AT PAGE 9 OF THIS PROSPECTUS.
The original date of this Prospectus is March 14, 1996 This
Prospectus is amended pursuant to a
Post-Effective Amendment dated August ___, 1997
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THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION.
Pursuant to the procedures set forth in Rule 419, the Post-Effective
Amendment of the Company, of which this Prospectus is a part, describes 301
Plaza, Inc., which is a Delaware corporation ("301 Plaza") and the acquisition
candidate, the proposed business of 301 Plaza, the terms of the ^ stock purchase
and exchange ^(the "Proposed Transaction") among the Company, Todd E. Levine
^301 Plaza and its stockholders, and includes audited financial statements of
both the Company and 301 Plaza, ^which will be delivered to ^investors
immediately following the effective date hereof.
The Company's Registration Statement provided that the Company will not
acquire or merge with a business or a company in which Mr. Todd E. Levine, the
Company's sole officer and director is affiliated (or any affiliates or
associates of Mr. Levine), directly or indirectly, have an ownership interest.
The Company does not believe Mr. Paul Levine, the father of Todd Levine and ^a
principal stockholder, officer and director of 301 Plaza, ^is an affiliate of
the Company since neither Paul Levine nor Todd Levine, directly, or indirectly
through one or more of their respective intermediaries, controls, or is
controlled by, or is under common control with one another. It may be contended,
however, that Paul Levine is an affiliate because (i) of the father/son
relationship between Paul Levine and Todd Levine and (ii) 301 Plaza, partially
owned by Paul Levine at the time of the proposed business transaction, owns the
property that is the subject matter of the Proposed Transaction described
herein. ^Thus, the Company believes that to further safeguard the interest of
the investors in the Blank Check Offering, it has implemented the following
approval process: (i) the approval of the shareholders will be obtained for the
Proposed Transaction with 301 Plaza, even if not required under Florida law or
under Rule 419; and (ii) under the terms of the Reconfirmation Offering, 90%
rather than 80% of the capital interest represented by receipt of the maximum
proceeds, will be required to confirm the investors' investment and approve the
Proposed Transaction. ^ See "The Company and Proposed Transaction - Proposed
Transaction with 301 Plaza," "Principal Shareholders," and "Certain
Transactions."
Pursuant to Rule 419, to the extent that any shareholder does not elect to
remain a shareholder as described herein and in the Reconfirmation Offering
which is attached to this Prospectus as Exhibit A, the Company will return the
entire portion of that shareholder's Deposited Funds. Unless 90% in interest of
such investors elect to remain shareholders of the Company, all shareholders
will be entitled to the return of their portion of the Deposited Funds ^ whether
or not the Company elects to consummate the Proposed Transaction. Additionally,
Todd Levine has agreed to absorb all expenses for those shareholders who do not
elect to remain shareholders so that ^investors who do not elect to reconfirm
their investment will be entitled to the return of their entire investment in
the Blank Check Offering^ Furthermore, in the event a Business Combination is
not consummated within 18 months of the effective date of the Registration
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Statement which became effective on March 14, 1996 (which termination date would
be September 14, 1997), the Deposited Funds will be returned to ^investors. See
"Prospectus Summary - Investors Rights to Reconfirm Investments Under Rule 419,"
"Use of Proceeds," and "Plan of Distribution."
_____________
THE DEPOSITED FUNDS AND CURRENT CAPITAL OF THE COMPANY MAY NOT BE
SUFFICIENT TO ALLOW THE COMPANY TO ENGAGE IN THE BUSINESS VENTURE AS DESCRIBED
IN THIS PROSPECTUS AND CONTEMPLATED BY THE STOCK PURCHASE AND EXCHANGE AGREEMENT
AS AMENDED (THE "AGREEMENT") FOR THE PURCHASE OF 301 PLAZA. IN THE FUTURE, THE
COMPANY MAY REQUIRE ADDITIONAL CAPITAL WHICH IT MAY NOT BE ABLE TO OBTAIN. IN
THE EVENT THAT MR. LEVINE DETERMINES THAT THE COMPANY IS UNABLE TO ENTER INTO
THE AGREEMENT OR THE CONDUCT OF ANY BUSINESS WHATSOEVER, FOLLOWING RETURN OF THE
DEPOSITED FUNDS IN COMPLIANCE WITH RULE 419, MR. LEVINE WILL THEN SEEK
SHAREHOLDER APPROVAL TO LIQUIDATE THE COMPANY. BECAUSE MR. LEVINE WILL RETAIN A
CONTROLLING INTEREST IN THE COMPANY SUBSEQUENT TO THE CLOSING OF THIS BLANK
CHECK OFFERING, THE DETERMINATION AS TO WHETHER THE COMPANY SHALL BE LIQUIDATED
AND ITS REMAINING ASSETS DISTRIBUTED PRO RATA TO THE COMPANY'S SHAREHOLDERS WILL
BE DECIDED BY MR. LEVINE. SEE "PROSPECTUS SUMMARY," "THE COMPANY," PROPOSED
BUSINESS" AND "PLAN OF DISTRIBUTION."
THE COMPANY SHALL, AS REQUIRED BY LAW, PROVIDE ITS SHAREHOLDERS WITH
DISCLOSURE DOCUMENTATION, INCLUDING AUDITED FINANCIAL STATEMENTS, CONCERNING A
PROPOSED BUSINESS COMBINATION PRIOR TO THE COMPLETION OF SUCH PROPOSED BUSINESS
COMBINATION. SEE "PROPOSED BUSINESS - RECONFIRMATION OFFERING."
THE SHARES HAVE NOT BEEN REGISTERED IN THE STATE OF FLORIDA, BUT WILL BE
OFFERED AND SOLD THEREIN PURSUANT TO AN EXEMPTION FROM REGISTRATION SET FORTH IN
SECTION 517.061(11) FLORIDA STATUTES. SUCH SECTION PROVIDES, IN PERTINENT PART,
FOR SALES TO NO MORE THAN 35 PURCHASERS, EXCLUDING ACCREDITED INVESTORS, AS SUCH
TERM IS DEFINED IN RULE 501 UNDER REGULATION D OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). SUCH SECTION FURTHER PROVIDES THAT IN THE EVENT SALES ARE
MADE TO FIVE OR MORE PERSONS PURSUANT TO SUCH SECTION, THAT SUCH SALES ARE
VOIDABLE BY EACH OF SUCH SUBSCRIBERS EITHER WITHIN THREE DAYS AFTER THE FIRST
TENDER OF CONSIDERATION IS MADE BY THE SUBSCRIBER OR WITHIN THREE DAYS AFTER THE
AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO THE SUBSCRIBER, WHICHEVER
OCCURS LATER.
THIS PROSPECTUS HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL OF THE STATE
OF NEW YORK PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF
NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SALE OF THE SHARES OFFERED
HEREBY IS BEING UNDERTAKEN PURSUANT TO THE NOTICE PROVISIONS PROVIDED BY SECTION
359-e OF THE MARTIN ACT WITH RESPECT TO ISSUER-DEALERS, AS SUCH ACT DOES NOT
REQUIRE THE REGISTRATION OF SECURITIES.
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PURCHASERS OF SECURITIES IN THIS BLANK CHECK OFFERING OR IN ANY SUBSEQUENT
TRADING MARKET WHICH MAY DEVELOP MUST BE RESIDENTS OF THE STATES OF FLORIDA OR
NEW YORK, UNLESS AN APPLICABLE TRANSACTION EXEMPTION FROM SECURITIES
REGISTRATION IS OTHERWISE AVAILABLE. THE COMPANY WILL AMEND THIS PROSPECTUS FOR
THE PURPOSES OF DISCLOSING ADDITIONAL STATES, IF ANY, IN WHICH THE COMPANY'S
SECURITIES WILL HAVE BEEN REGISTERED. THE COMPANY HAS NOT REGISTERED THE SHARES
OR OBTAINED AN EXEMPTION FROM REGISTRATION IN ANY JURISDICTION. AN EXEMPTION
FROM REGISTRATION FOR THE SHARES IS AVAILABLE ONLY IN THE STATES OF FLORIDA AND
NEW YORK AND INITIAL SALES MAY ONLY BE MADE IN SUCH JURISDICTIONS UNLESS THE
COMPANY WERE TO REGISTER THE SHARES, OBTAIN AN EXEMPTION FROM REGISTRATION OR
ASCERTAIN THE AVAILABILITY OF AN EXEMPTION IN ANY OTHER JURISDICTION SUBSEQUENT
TO THE DATE HEREOF.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith, will file
reports and other information with the Securities and Exchange Commission. The
Company intends to furnish to its shareholders, after the close of each fiscal
year, with an annual report which will contain audited financial statements
audited by its independent certified public accountant. In addition, the Company
may furnish to its shareholders quarterly reports containing unaudited financial
information following the acquisition or establishment of actual operations.
The Company has filed with the Securities and Exchange Commission
("Commission") a Registration Statement on Form SB-2 (herein together with all
amendments and exhibits referred to as the "Registration Statement") under the
Securities Act of 1933. Reports and other information filed by the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices at 7 World Trade Center, New York, New York
10048, Room 1204, Everett McKinley Dirksen Building, 219 South Dearborn Street,
Chicago, Illinois 60604, and Suite 500 East, 5757 Wilshire Boulevard, Los
Angeles, California 90036. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission also maintains
a web site on the internet that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission at http://www.sec.gov.
The Company will provide without charge to each person who receives this
Prospectus, upon written or oral request of such person, a copy of any of the
information that was incorporated by reference in the Prospectus (not including
exhibits to the information that was incorporated by reference unless the
exhibits are themselves specifically incorporated by reference). Such requests
may be directed to Todd E. Levine, c/o the Company, 19727 Oakbrook Circle, Boca
Raton, Florida 33434, telephone number (561) 483-9940. The Company's fiscal year
is December 31.
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PROSPECTUS SUMMARY
The following is intended to summarize more detailed information and
financial statements and notes thereto which are set forth more fully elsewhere
in this Prospectus or incorporated herein by reference and, accordingly, should
be read in conjunction with such information.
Other than historical and factual statements, the matters and items
discussed in this Prospectus are forward-looking statements that involve risks
and uncertainties. Actual results may differ materially from the results
discussed in the forward-looking statements. Certain factors that could
contribute to such differences are discussed with the forward-looking statements
throughout this Prospectus and are summarized in the Sections "Risk Factors",
"Management's Discussion and Analysis or Plan of Operation" and "The Company and
the Proposed Business."
THE COMPANY
IMV Lease/Capital, Inc. ^was organized on October 14, 1994 to seek and
make one or more Business Combinations to the extent its limited assets will
allow. On March 14, 1996, an offering (the "Blank Check Offering") commenced for
100,000 shares of Common Stock ^pursuant to a prospectus, all of which were sold
and paid for as of April 15, 1996 pursuant to Rule 419 of the Act. All sales
were made by Mr. Todd Levine, the Company's principal shareholder and sole
officer and director, and no commissions were paid to any persons in connection
with the Blank Check Offering.
Upon the closing of the Blank Check Offering, the gross proceeds
($100,000) from the offering, along with all shares of Common Stock sold ^were
deposited with Boca Raton First National Bank (the "Escrow Agent"). ^Mr. Levine
has advanced all of the expenses of this Blank Check Offering and will not be
reimbursed for any of such expenses whether or not a Business Combination is
ultimately consummated. See "The Company and the Proposed Transaction -
Reconfirmation Offering."
The Company commenced evaluating various acquisition candidates and has
elected to undertake, ^the acquisition of 301 Plaza, Inc. ("301 Plaza"), a
Delaware corporation, ^a principal stockholder, officer and director of which is
Mr. Paul W Levine, the father of Todd E. Levine, the Company's principal
shareholder and sole officer and director. 301 Plaza owns 10 acres of real
estate (the "Property") located in Middletown, Delaware, free and clear of all
liens and encumbrances. The 1997 tax assessed value of the Property determined
by New Castle County, Delaware, the taxing county where the property is located,
is $281,200.
On July 10, 1996, the Company and Todd E. Levine entered into a Stock
Purchase and Exchange Agreement with 301 Plaza, as subsequently amended on July
20, 1997, ^pursuant to an Amendment dated July 20, 1997, among the Company, Todd
E. Levine and 301 Plaza, Paul W. Levine and John E. Byler (collectively the
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"Agreement"). ^Pursuant to the terms of the Agreement, Todd E. Levine will
transfer 4,500,000 shares each (a total of 9,000,000 shares of Common Stock) to
Paul W. Levine and John E. Byler, who will transfer to the Company all of the
capital stock interest in 301 Plaza, which will become a wholly-owned subsidiary
of the Company. Mr. Todd Levine will retain 790,000 shares of Common Stock of
the Company and will remain as an officer and director of the Company. ^The
Proposed Transaction will close upon reconfirmation by no less than 90% in
interest of the investors in the Blank Check Offering of ^their investment in
the Company and ^approval of the Proposed Transaction. See "The Company and the
Proposed Transaction - Reconfirmation Offering."
301 Plaza intends to develop the Property by constructing a travel plaza
facility that will be opened 24 hours a day, 7 days a week. The facility is
expected to have the following amenities: (1) a fast food restaurant, (2)
convenience store, (3) diesel and gas fuels, and (4) lottery sales, check
cashing and ATM machines. The Property's zoning is consistent with the Company's
intended use of the Property. Construction has commenced on the Property and a
loan commitment from a bank affiliated with Mr. Byler has been received. See
"The Company and the Proposed Business - The Property and Plaza."
Pursuant to the procedures set forth in Rule 419, the Post-Effective
Amendment of the Company, of which this Prospectus is a part, describes 301
Plaza, ^the proposed business of 301 Plaza, the terms of the ^Agreement, ^and
includes audited financial statements of both the Company and 301 Plaza and pro
forma financial information, all of which will be delivered to ^investors
immediately following the effective date of this Post-Effective Amendment.^ ^
The Company ^ and 301 Plaza ^maintain their business address at 19727
Oakbrook Circle, Boca Raton, Florida 33434. The telephone number is (561)
483-9940. The fiscal year end is December 31.
THE BLANK CHECK OFFERING
Number of shares of Common Stock
authorized.................................................. 100,000,000
Number of shares of Common Stock ^outstanding................. 10,000,000
Number of shares of Common Stock held by
investors in the Blank Check Offering....................... 100,000
Gross Proceeds to the Company from the Blank
Check Offering................................................ $100,000
Number of shares of Common Stock to be
outstanding subsequent to Proposed Transaction.............. 10,000,000
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SUMMARY FINANCIAL INFORMATION
The following table sets forth selected financial information concerning
the Company is qualified by reference to the financial statements and notes
thereto included elsewhere in this Prospectus. See "Financial Statements," and
"Pro Forma Combined Financial Information."
OPERATING STATEMENT DATA:
Period from October
14, 1994 (date of
Year Ended Six Months Ended inception) to
Dec. 31, 1996 June 30, 1997 June 30, 1997
---------------- ---------------- ----------------
Revenues $ 2,895 $ 1,521 $ 4,482
Expenses $ 29,042 $ 165 $ 29,597
Net Income (loss) $ (26,147) $ 1,356 $(25,115)
BALANCE SHEET DATA:
At June 30, 1997
At Dec. 31, 1996 At June 30, 1997 Pro Forma
---------------- ---------------- ----------------
Current Assets $103,011 $104,387 $104,387
Total Assets $103,011 $104,387 $428,668
Liabilities $ 22,582 $ 22,602 $ 27,985
Shareholder's equity $ 80,429 $ 87,785 $400,683
__________________
(1) The pro forma balance sheet data at June 30, 1997 reflects the acquisition
of 301 Plaza to be consummated simultaneously with the Reconfirmation
Offering.
The Company is presently in the development stage and consequently has not
generated any income nor incurred any expenses, except those incurred in
connection with its organization and this Offering. The Company does not expect
to receive any revenues from operations until it acquires a business. See "The
Company and the Proposed Business."
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RISK FACTORS
The shares of Common Stock currently owned by investors in the Blank Check
Offering represent a speculative investment and involve a high degree of risk.
Therefore, shareholders ^should carefully consider the following risk factors
affecting the proposed activities of the Company, prior to accepting the
Reconfirmation Offering and making any investment therein, as well as all other
matters set forth elsewhere in this Prospectus. For purposes of the discussion
below, the term Company includes the Company and 301 Plaza, Inc., unless the
context otherwise requires.
1. NO OPERATING HISTORY FOR 301 PLAZA. 301 Plaza was organized on
February 20, 1996 as a Delaware corporation and has no operating history. It
owns ten acres of real estate in Delaware, free and clear of all liens and
encumbrances. 301 Plaza's current focus is directed to the development,
construction and operation of all aspects of the Plaza. As a new business, it is
subject to all of the substantial risks inherent in the commencement of a new
business enterprise with new management as described hereafter. ^See "The
Company and the Proposed Business."
2. FUTURE RESULTS OF OPERATIONS. Results of operations in the future
will be influenced by numerous factors including availability of additional
financing, competition, regulation, increases in expenses associated with growth
of operations, the capacity of the Company to expand and maintain the quality of
its services and the ability of the Company to control costs. There can be no
assurance that revenue growth or profitability will be developed or sustained.
3. POSSIBLE NEED FOR FUTURE FINANCING. ^While the Company has received
a loan commitment from a bank affiliated with Mr. John E. Byler, (who is an
officer and Director of 301 Plaza and will act in similar capacities with the
Company following the consummation of the acquisition of 301 Plaza), it is
possible the Company will require additional financing in the future. There can
be no assurances that such future required financing will be obtained.
Additionally, the amount and timing of the expenditures and the Company's future
capital requirements could vary significantly depending on market conditions.
Moreover, there can be no assurance that such financing, whether through private
or commercial sources, will be available or, if available, that it will be on
favorable terms. ^
4. PRE-OPENING EXPENSES. The Company expects to incur ^pre-opening
expenses of approximately $3,000,000, which includes construction costs, costs
of converting the Plaza site in accordance with governmental rules, regulations
and ordinances, franchise and promotional costs and the cost of initial
inventories and equipment. The Company estimates that the Plaza will open in
early November 1997 whether or not the Company completes the Proposed
Transaction with 301 Plaza. ^While 301 Plaza has received all necessary building
permits and has commenced construction of the Plaza, there can be no assurance
that construction will be completed on a timely basis and that a Certificate of
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Occupancy will be issued for the Plaza. See "The Company and the Proposed
Business - Property and the Plaza" and "Management's Discussion and Analysis or
Plan of Operations."
5. USE OF PROPERTY TO BE ACQUIRED IN THE PROPOSED TRANSACTION. The
Property will be developed as a travel center. The Property's value in large
part is dependent upon the competent management and successful operation of the
travel center business venture. In the event that the business enterprise is not
successful, the value of the Property will be adversely impacted. See
"Management."
6. DEPENDENCE ON THE SALE OF DIESEL AND GASOLINE FUEL. The Company
anticipates that the net revenues from the Company's diesel and gasoline fuel
islands will account for a significant percentage of the Company's revenues at
the Plaza along with the sales from a Company-owned convenience store and
restaurant. The volume of diesel and gasoline fuel sold by the Company and the
profit margins associated with these sales are affected by numerous factors
outside the Company's control, including the cost of motor fuel, the condition
of the long-haul trucking industry, the supply and demand for these products and
the pricing policies of competitors.
7. CONDITION OF THE TRUCKING INDUSTRY. 301 Plaza's proposed business
will be dependent, in part, upon the trucking industry in general and upon
long-haul trucks in particular. In turn, the trucking industry is dependent on
economic factors, such as the level of domestic economic activity, as well as
operating factors such as availability of fuel supply, government regulation of
fuel composition, prices and taxes and regulation of permitted daily driving
time, over which the Company has no control and which could contribute to a
decline in truck travel. The long-haul trucking business is also a mature
industry that has been susceptible to recessionary downturns.
8. REGULATORY MATTERS. The Company's operations will be subject to
extensive federal, state and local environmental laws, regulations and
ordinances relating to environmental matters that (i) govern activities and
operations that may have adverse environmental effects, such as discharges to
air, soil and water as well as handling, storage and disposal practices for
petroleum products and solid and hazardous substances or (ii) impose liability
and damages for the costs of cleaning up sites and damage resulting from past
spills and disposal or other releases of petroleum products and hazardous
substances. While the Company has no information to indicate that the Property
as it exists today, is not in material compliance with all applicable
environmental laws and regulations, if additional environmental problems arise
or are discovered, or if additional environmental requirements are imposed by
government agencies, increased remediation and compliance expenditures may be
required which could be significant.
Additionally, under various environmental laws a current or previous owner
or operator of real property may be liable for the costs of removal or
remediation of hazardous or toxic substances (which may include petroleum or
petroleum products) on, under or in such property. Certain laws typically impose
liability whether or not the owner or operator knew of or was responsible for
the presence of such hazardous or toxic substances. Persons who arrange for the
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disposal or treatment of hazardous or toxic substances may also be liable for
the costs of removal or remediation of such substances at the disposal or
treatment facility, regardless of whether such facility is owned or operated by
such person. Neither the Company nor 301 Plaza is currently involved in any
litigation or other proceedings seeking to impose such liability and neither is
aware of petroleum or hazardous substance contamination on its property that may
give rise to such liability. See "The Company and the Proposed Business -
Environmental Regulation."
Furthermore, the Company will be subject to state and local regulations at
the Company's restaurant facility and convenience store, including health
certifications and inspections. Certain states and localities regulate the
products that may be sold at the convenience store, the price of such sales,
imposition of sales taxes, hours and days of operation, the ability to sell
alcoholic beverages and other aspects of the Company's proposed business at the
Plaza. Increased regulation of various aspects of the Company's proposed
business, should it occur, could have an adverse effect on the Company's
operations. See "The Company and the Proposed Business Other Regulations."
9. RESTAURANT BUSINESS RISKS. A considerable percentage of the
Company's sales at the Plaza will likely be attributable to revenues derived
from its restaurant. The Company will be subject to all of the risks generally
associated with the restaurant business, including, without limitation, adverse
developments in the national and local economies, changes in consumer
preferences, fluctuations in the availability and cost of foods and beverages,
seasonality, the ability to obtain and retain qualified employees at affordable
wages and employees pilferage of cash and supplies. The restaurant industry
throughout the United States is intensely competitive with respect to price,
service, location and food quality, and there are many well established
competitors with substantially greater financial and other resources than the
Company. Some of the Company's competitors have been in existence for a
substantially longer period than the Company and may be better established in
their market. The restaurant industry in particular is subject to high incidents
of commercial failure. The Company's ability to compete successfully will depend
in substantial measure on its capacity to maintain highly visible, exciting and
attractive dining and entertainment facilities, the acceptance of its marketing
plan and development of a knowledgeable and effective management group.
10. ADDITIONAL ACQUISITIONS BY THE COMPANY. The Company ^may seek other
acquisitions, which will likely be related to the travel plaza industry. However
the Company has no plans to do so in the foreseeable future. Once the Company
does seek other acquisitions, the Company may be extending its limited
resources. Additionally, to the extent that the Company acquires businesses in
the future in areas where it lacks experience, such acquisitions could have an
adverse affect on the Company. Furthermore, any such additional acquisitions
could divert resources from the Plaza which could have an adverse affect on the
Company. ^Moreover, because the Company has no established criteria for
acquiring additional business combinations, this lack of criteria could also
adversely impact on the Company in that it may become too diversified.
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11. COMPETITION. The travel center industry is highly competitive and
fragmented. The Plaza will compete in a larger number of regional markets in
which it offers motor fuel and ancillary products, restaurant and driver support
services, and store operations. Certain of the Plaza's competitors offer diesel
and gas fuel at discount prices, which will likely cause severe price
competition in certain markets and from time to time certain of the Plaza's
competitors may adopt pricing strategies which 301 Plaza will be unable or
unwilling to match. Additionally, certain of the Company's competitors have
substantially greater financial and other resources than the Company.
Additionally, the restaurant industry is highly competitive with respect to
price, service, food quality and location and there are numerous
well-established competitors possessing substantially greater financial,
marketing, personnel and other resources than the Company. Many present or
prospective competitors are larger, better capitalized, more established and
have greater access to resources necessary to produce a competitive advantage.
See "The Company and the Proposed Business - Competition".
12. CONFLICTS OF INTEREST. Prior to the consummation of the Proposed
Transaction for the acquisition of 301 Plaza, there is a potential conflict of
interest between the Company and ^a principal stockholder, officer and director
of 301 Plaza, Mr. Paul Levine. Mr. Levine is the father of Todd E. Levine who is
currently the Company's principal shareholder, and sole officer and director.
Additionally, 301 Plaza was formerly wholly-owned by Mr. Paul Levine prior to
the consummation of the Proposed Transaction. Because of this conflict of
interest, the Company has undertaken additional measures to ensure that the
Proposed Transaction is fair and reasonable as described herein. The foregoing
notwithstanding, there can be no assurances that the Proposed Transaction would
not have been consummated on terms even more favorable if the transaction were
fully at arm's length. See ^"Proposed Transaction with 301 Plaza" and "Conflicts
of Interests."
Florida law establishes procedures to be followed to prevent a transaction
from being void or voidable in the event that a conflict of interest arises.
These procedures include (i) disclosure to the board of directors or board
committee that authorizes, approves or ratifies the transaction without counting
the votes of interested directors; (ii) disclosure to all shareholders entitled
to vote and that they authorize, approve, or ratify the transaction or (iii)
that the transaction be fair and reasonable to the corporation at the time it
was authorized. Through the procedures described above, the Company believes
that it is in compliance with Florida law governing conflicts of interest.
The proposed business of the Company is not anticipated to raise potential
conflicts of interest between the Company and its management upon consummation
of the transaction with 301 Plaza. The Company has been formed for the purpose
of locating suitable business opportunities in which to participate. Upon
consummation of the Proposed Transaction, Mr. Paul W. Levine will devote
substantially all of his time to the Company, during the initial phases of its
operations; however, Mr. Todd E. Levine and Mr. John E. Byler will ^devote only
a portion of their respective available business time to the Company, and will
engage in various other business activities. Accordingly, the only conflict of
interest anticipated by the Company are the demands on Mr. Todd Levine and Mr.
Byler from other business interests. See "Management."
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Additionally, the Company does not intend to acquire any additional
businesses from affiliates or related parties, which includes family members,
nor does the Company intend to use any affiliates or related parties to provide
essential services for any aspect of the Proposed Transaction or any further
businesses to be acquired. Nonetheless, to the extent that any transactions with
affiliates or related parties should arise, the provisions described above in
connection with conflicts of interests or otherwise in the Prospectus (with
regard to 419 transactions) would govern. Nonetheless, subject to those
provisions, neither the Company's Articles of Incorporation or Bylaws prevent
the Company from entering into affiliated or related transactions.
13. DIVIDENDS ON COMMON STOCK. The Company has not paid any cash
dividends on its Common Stock since its inception and does not anticipate paying
cash dividends in the foreseeable future. The future payment of dividends is
directly dependent upon future earnings of the Company, its financial
requirements and other factors to be determined by the Company's Board of
Directors. For the foreseeable future, it is anticipated that any earnings which
may be generated from the Company's operations will be used to finance the
growth of the Company, and that cash dividends will not be paid to common
stockholders.
14. DEPENDENCE ON KEY PERSONNEL. Assuming consummation of the Proposed
Transaction, the success of the Company will be highly dependent upon the
services of Mr. Paul W. Levine, who will be appointed the Company's Chief
Executive Officer, ^and Chairman, and Mr. John Byler, who will be appointed as
the Company's President and Chief Operating Officer. Although the Company
intends to enter into an employment agreements with Messrs. Levine and Byler,
following consummation of the Proposed Transaction, ^the loss of either of their
services could have a material adverse effect on the business of the Company.
The Company ^will evaluate whether to acquire key man life insurance on the
lives of these executives following the acquisition of 301 Plaza.There can be no
assurances that the Company will be able to replace either of these key
executives in the event their services were to become unavailable. ^ See
"Management."
15. CONTROL BY MANAGEMENT. Prior to the consummation of the Proposed
Transaction, Mr. Todd Levine has the right to vote approximately 97.9% of the
Company's issued and outstanding shares of Common Stock, and subsequent to the
Proposed Transaction, management will, in the aggregate, have the right to vote
the same 97.9% of the Company's issued and outstanding shares of Common Stock.
Mr. Todd Levine, however, will not have a right to vote on the Proposed
Transaction inasmuch as his shares of Common Stock will not be calculated in
determining whether the requisite percentage has been voted in favor thereof.
Subject to the requirements of Rule 419 and the conditions discussed in this
Post-Effective Amendment, management will possess, in the aggregate, the ability
to control all of the Company's policies by reason of such substantial stock
ownership and voting rights. See "Principal Shareholders." ^
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16. USE OF PREFERRED STOCK TO RESIST TAKEOVERS; POTENTIAL ADDITIONAL
DILUTION. The Company's Articles of Incorporation authorizes 20,000,000 shares
of Preferred Stock, none of which are presently issued and outstanding. As
provided in the Company's Articles of Incorporation, Preferred Stock may be
issued by resolutions of the Company's Board of Directors from time to time
without any action of the stockholders. Such resolutions may authorize issuance
of the Preferred Stock in one or more series and may fix and determine dividend
and liquidation preferences, voting rights, conversion privileges, redemption
terms and other privileges and rights of the shares of each authorized series.
While the Company includes such Preferred Stock in its capitalization in order
to enhance its financial flexibility, such Preferred Stock could possibly be
used by the Company as a means to preserve control by present management in the
event of a potential hostile takeover of the Company. In addition, the issuance
of large blocks of Preferred Stock could possibly have a dilutive effect with
respect to existing holders of Common Stock of the Company. See "Description of
Securities."
17. LACK OF TRADING MARKET FOR THE COMPANY'S SECURITIES. The Company's
Common Stock is currently not traded on any exchange and there can be no
assurances that a trading market for its Common Stock will develop or be
sustained if developed. Furthermore, the Shares are currently not eligible for
listing on the Automated Quotation System of the National Association of
Securities Dealers ("Nasdaq") and, therefore, the Company has not and does not
presently intend to make application to have the Shares qualified for inclusion
on Nasdaq until it meets Nasdaq's eligibility requirements. The Company's
potential inability to widely distribute the Shares offered hereby may reduce
the "public float" and trading market and thus, potentially, inhibit the ability
of any public shareholder to trade in the secondary market.
18. BROKER-DEALER SALES OF SHARES. The Company's Common Stock is not
presently included for trading on the NASDAQ System, and there can be no
assurances that the Company will ultimately qualify for inclusion within that
system. In order for an issuer to be included in the NASDAQ System, it is
required to have total assets of at least $4,000,000, capital and surplus of at
least $2,000,000, a minimum price per share of not less than $3.00, have
publicly-held shares with a market value of at least $50,000 as well as certain
other criteria. Proposals have been made to further strengthen the criteria for
inclusion within the Nasdaq System. No assurance can be given that the Common
Stock of the Company will ever qualify for inclusion on the NASDAQ System. Until
the Company's shares qualify for inclusion in the NASDAQ system, the Company's
securities will be traded in the over-the-counter markets through the "pink
sheets" or on the OTC Bulletin Board. As a result the Company's Common Stock may
be covered by a Securities and Exchange Commission rule that opposes additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse). For transactions covered by the rule, the broker-dealer must
make a special suitability determination for the purchaser and receive the
purchaser's written agreement to the transaction prior to the sale.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's securities and may also affect the ability of shareholders to sell
their shares in the secondary market.
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CAPITALIZATION
The following table sets forth the capitalization of the Company as of
June 30, 1997 and as adjusted to give effect to the consummation of the 301
Plaza proposed transaction.
As of
June 30, 1997 As Adjusted
------------- -----------
Long Term Debt $ -0- $ -0-
Shareholders Equity:
Preferred Stock, $.001 par value,
20,000,000 shares authorized; none issued -0- -0-
Common Stock, $.001 par value, authorized
100,000,000 shares; presently issued and
outstanding 10,000,000 shares, and 10,000,000
shares outstanding after consummation of
proposed transaction 10,000 10,000
Additional Paid-in Capital 96,900 415,798
Deficit Accumulated during
Development Stage (25,115) (25,115)
Total Shareholders' Equity 81,785 400,683
------ -------
Total Capitalization 81,785 400,683
====== =======
USE OF PROCEEDS
The Company received gross proceeds of $100,000 from its Blank Check
Offering of March 14, 1996. The Company has deposited the gross proceeds ^with
Boca Raton National Bank, as Escrow Agent for the Company, pursuant to the
requirements of Rule 419. Although the offering expenses for the Registration
Statement were approximately $4,000 (for legal, accounting, printing, escrow,
stock transfer fees, and other miscellaneous expenses), resulting in net
proceeds to the Company of $96,000, Mr. Levine advanced these expenses and will
be reimbursed for them upon the earlier of (i) the closing of a Business
Combination or (ii) liquidation of the Company. Giving effect to the
consummation of the Proposed Transaction, the Company currently has
approximately $104,000 of working capital available for operations and other
business endeavors, including the consummation of the Proposed Transaction. The
Company ^may use the aforementioned proceeds as part of approximately
^$3,000,000 ^necessary to develop, construct, and commence marketing and
operating the Plaza. Mr. Paul Levine and Mr. John Byler, and 301 Plaza, have
already received a loan commitment from a bank, of which Mr. Byler is a
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director, for funding of $2,800,000, which amount could likely be increased to
in excess of $3,000,000 if required. Of these additional funds, approximately
$1.8 million will be allocated to the construction of the Plaza, $250,000 will
be allocated to marketing and discounts, ^$350,000 will be allocated to the
initial inventory (including fuel, and inventory for the convenience store and
restaurant), with ^the balance for working capital. ^Until such time as the
Proposed Transaction is consummated, the costs and expenses incurred in
connection with the carrying costs of the Plaza are being defrayed by the sole
stockholders of 301 Plaza, Inc., Mr. Paul Levine and Mr. John Byler. ^See
^"Management's Discussion and Analysis or Plan of Operation" ^and "The Company
and the Proposed Business".
^The Deposited Funds are being invested in an interest bearing money
market fund. All interest earned on the Deposited Funds are being held in the
Escrow Account until such time as the Escrow Funds are released, in accordance
with Rule 419.
MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
The following discussion should be read in conjunction with the audited
financial statements of the Company and 301 Plaza and the notes thereto
appearing elsewhere in this Prospectus.
The Company was organized on October 14, 1994 to seek and effect a merger,
acquire the assets of the capital stock of existing businesses or other similar
business combination. The Company is a development stage company and has not
begin to operate. On March 14, 1996, an offering commenced of 100,000 shares of
Common Stock at a purchase price of $1.00 per share. All of the Common Stock
offered by the Company was sold, and the gross offering proceeds to the Company
of $100,000 along with the Common Stock issued to investors were deposited in an
escrow account in compliance with Rule 419 under the Act. While held in the
escrow account, the Common Stock may not be traded or transferred, and no
proceeds included in the escrow account have been withdrawn by the Company. In
the event a Business Combination is not approved by 90% in interest of the
investors by September 14, 1997, the Company will be required to return all
funds to such investors.
On July 10, 1996, the Company entered into a Stock Purchase and Exchange
Agreement which was amended on July 20, 1997 for the acquisition of 301 Plaza,
Inc., ^a Delaware corporation, whose sole asset is ten acres of real estate
located in Middletown, Delaware ^. Pursuant to the terms of the Agreement, the
Company will acquire 100% of the outstanding capital stock of 301 Plaza and in
exchange therefor, Mr. Todd E. Levine will transfer 4,500,000 shares of Common
Stock of the Company owned by him to each of Mr. Paul W. Levine and John E.
Byler, who are the sole stockholders of 301 Plaza. Paul W. Levine, is the father
of Todd Levine, the Company's principal shareholder and sole officer and
director. The closing for the Proposed Transaction will occur as soon as
practicable after no less than 90% in interest of the investors in the Blank
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Check Offering reconfirm their investment in the Company and approve the
Proposed Transaction. Upon the closing of the Proposed Transaction, 301 Plaza
will become a wholly owned subsidiary of the Company. See "The ^Proposed
Transaction with 301 Plaza."
301 Plaza was organized in February 1996. On July 9, 1996, 301 Plaza
acquired ten acres of real estate free and clear of all liens or encumbrances.
301 Plaza's strategy will be to create an efficient, clean, and accessible
travel plaza ^that will appeal to long-distance truckers, travelers, as well as
to local residents. The Plaza will be designed as a top-of-the-line, well
managed facility that will include a quality restaurant and other services
designed to provide the driver with a comfortable stay. 301 Plaza has designed
its multi-service facilities to attract drivers whether or not they are stopping
for fuel.
301 Plaza will develop approximately five of the ten acres of the Property
for the Plaza. The building to be located at the Plaza will consist of
approximately 7,000 square feet. Included at the Plaza will be a complex which
will include a restaurant/convenience store, a diesel and gasoline fuel plaza
and parking for automobiles and trucks. The remaining five acres will be held
for future expansion. 301 Plaza has received all construction permits required
to undertake construction, and a loan commitment of $2,800,000 has been received
from Unitas Bank, which are expected to represent all of the required external
financing necessary to complete construction of the Plaza, Management of 301
Plaza expects construction to be completed in November 1997.
The building to be located at the Plaza ^will include an anchor restaurant
with service for approximately 100 patrons. The restaurant will be divided into
two areas: one geared for truckers and one for car customers. The convenience
store will have fast-food express service areas for a customer who is in a hurry
and does not want waitress service. The Company will evaluate in the proximate
future affiliation with a national restaurant chains as well as a petroleum
distribution arrangement with one of the major oil companies.
Messrs. Paul W. Levine and John E. Byler and 301 Plaza received a loan
commitment from Unitas Bank, Chambersburg, Pennsylvania on July 20, 1997 for a
commercial loan to finance the costs of construction of the Plaza. Under the
terms of the loan commitment, Messrs. Levine and Byler or any affiliated entity
will receive loan amounts for the costs of constructing and developing the
travel center of $2,785,000, bearing simple interest at the rate of 8.50% and
repriceable at national prime at 36-month intervals over a 15-year term. Monthly
payments of interests only are due on any principal advances during the initial
six month construction period. Thereafter, monthly payments of principal and
interest, based on a 180-month repayment schedule, will begin February 1, 1998
in the amount of $27,425. The loan will be secured by a first mortgage on the
301 Plaza project as well as by assignment of any rents received during the term
of the loan. The loan is to be guaranteed by Mr. Paul Levine and Mr. John Byler
and, while the loan may not be assumed by any subsequent owner of 301 Plaza, the
Company will fulfill the financial obligations under the loan once the
acquisition of 301 Plaza is completed. In addition to extending their personal
guarantees for the loan from Unitas Bank, Messrs. Levine and Byler have also
personally guaranteed all obligations to suppliers during the course of
construction.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On February 19, 1997, Angel E. Lana, P.A., was replaced by Fiske & Company
as the Company's independent auditors. Angel E. Lana P.A.'s report of audit
since inception of the Company did not contain any adverse opinion, any
disclaimer of opinion, nor has any opinion been qualified as to uncertainty,
audit scope or accounting principles.
During the Company's two most recent fiscal years and subsequent interim
periods preceding the change in independent auditors, there were not any
disagreements with Angel E. Lana, P.A. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
THE COMPANY AND THE PROPOSED BUSINESS
GENERAL
IMV Lease/Capital, Inc. ^is a Florida corporation, organized on October
14, 1994, to seek and effect a merger, acquire the assets or the capital stock
of existing businesses or other similar business combination. ^The Company is a
development stage company and has not begun to operate.
301 Plaza, Inc. ("301 Plaza") is a Delaware corporation, organized on
February 20, 1996 to acquire 10 acres of property (the "Property") in
Middletown, Delaware. ^A principal stockholder, director and officer of 301
Plaza is Paul Levine, the father of Todd Levine, currently the Company's
principal shareholder, and its sole officer and director.
The office address of IMV and 301 Plaza is 19727 Oakbrook Circle, Boca
Raton, Florida 33434. Their telephone number is (561) 483-9940. Their fiscal
year end is December 31.
BACKGROUND
On March 14, 1996, an offering (the "Blank Check Offering") commenced of
100,000 shares of Common Stock at a purchase price of $1.00 per Share through
the Company's sole director and executive officer, Mr. Todd E. Levine. No
commissions or underwriting fees were paid in connection with the Blank Check
Offering which is subject to Rule 419 of the Securities Act of 1933, as amended
(the "Act").
All of the Common Stock offered by the Company was sold pursuant to the
Company's prospectus. The gross offering proceeds to the Company were $100,000
and all proceeds, along with the Common Stock issued to investors in the Blank
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Check Offering were deposited in an escrow account ^with Boca Raton First
National Bank (the "Escrow Agent") which is being held for the sole benefit of
the purchasers of the Common Stock pursuant to the Blank Check Offering. Mr.
Levine has advanced all of the expenses of this Blank Check Offering and will
not be reimbursed for any of such expenses whether or not a Business Combination
is ultimately consummated.^ The Deposited Funds and the Deposited Securities may
not be released until an acquisition meeting certain specified criteria has been
made and a sufficient number of investors reconfirm their investment in
accordance with the procedures set forth in Rule 419 and promulgated by the
Company. No funds have been released or will be released pending the
consummation of the Business Combination.
COMPLIANCE WITH RULE 419
Rule 419 requires that before the Deposited Funds and the Deposited
Securities can be released, the Company must first execute an agreement to
acquire an acquisition candidate meeting certain specified criteria. The
agreement must provide for the acquisition of a business or assets for which the
fair value of the business represents at least 80% of the maximum offering
proceeds received in this Blank Check Offering. On that basis, the fair value of
the business or assets to be acquired must be at least $80,000. Once the
acquisition agreement meeting the above criteria has been executed and
stockholders representing 80% of the maximum proceeds received in the Blank
Check Offering elect to reconfirm their investment, the Company must
successfully complete the mandated reconfirmation offering, as discussed below,
and consummate the acquisition.
The Company's Registration Statement provided that the Company will not
acquire or merge with a business or a company in which Mr. Todd E. Levine, the
Company's sole officer and director is affiliated (or any affiliates or
associates of Mr. Levine), directly or indirectly, have an ownership interest.
The Company does not believe Mr. Paul Levine, the father of Todd Levine and also
a principal stockholder, officer and director of 301 Plaza, the acquisition
candidate, to be an affiliate of the Company since neither Paul Levine nor Todd
Levine directly, or indirectly through one or more of their respective
intermediaries, controls, or is controlled by, or is under common control with
one another. It may be contended, however, that Paul Levine is an affiliate
because (1) of the father/son relationship between Paul Levine and Todd Levine
and (2) 301 Plaza, ^is owned in part by Paul Levine at the time of the Proposed
Transaction. ^Thus, the Company believes that to furthers safeguard the interest
of the investors in the Blank Check Offering, it has implemented the following
approval process: (i) The approval of the shareholders will be obtained, even if
not required under Florida law or under Rule 419; and (ii) Under the terms of
the Registration Statement and Rule 419, 80% of the capital interest represented
by receipt of the maximum proceeds is required to confirm the investors'
investment and approve any acquisition; however, for purposes of undertaking the
proposed transaction with 301 Plaza, the Company has increased this percentage
to 90%;
Pursuant to Rule 419, to the extent that any shareholder does not elect to
remain a shareholder as described herein and in the Reconfirmation Offer which
is attached to this Prospectus as Exhibit A, the Company shall return the entire
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portion of that shareholder's Deposited Funds. Unless 90% in interest of the
investors elect to remain shareholders of the Company, all shareholders will be
entitled to the return of their portion of the Deposited Funds (and any interest
earned thereon) in the event that the Company elects to consummate the proposed
transaction. Additionally, Todd Levine has agreed to absorb all expenses for
those shareholders who do not elect to remain shareholders so that any investor
who does not elect to reconfirm their investment will be entitled to the return
of their entire investment in the Blank Check Offering (plus any accrued
interest). Furthermore, in the event an acquisition is not consummated within 18
months of the effective date of the Registration Statement which became
effective on March 14, 1996 (which termination date would be September 14,
1997), the Deposited Funds will be returned to all investors. See "Prospectus
Summary - Investors Rights to Reconfirm Investments Under Rule 419," "Use of
Proceeds," and "Plan of Distribution."
Based upon these modified conditions, 90% in interest of the investors in
the Blank Check Offering will be required to approve the Proposed Transaction
with 301 Plaza described below, even though approval of shareholders may not be
required pursuant to Florida law or Rule 419. Additionally, the 1997 tax
assessed value of the real estate owned by 301 Plaza, which currently is free
and clear of any liens or encumbrances, is $281,200. Moreover, no additional
shares of Common Stock of the Company will be issued as part of the transaction
which would affect the capital interests of the investors in the Blank Check
Offering inasmuch as Todd Levine will transfer 9,000,000 shares of his Common
Stock to the stockholders of 301 Plaza to complete the Proposed Transaction..
^See "Proposed Transaction," "Principal Shareholders" and "Related
Transactions."
RECONFIRMATION OFFERING
Within five business days after the effective date of the Company's
Post-Effective Amendment of which this Prospectus is a part, the Company will
commence a reconfirmation offer. See Exhibit A to this Prospectus -
"Reconfirmation Offer". The terms of the reconfirmation offer will include the
following conditions: (i) the prospectus contained in this Post-Effective
Amendment will be sent to each investor whose securities are held in the escrow
account within five business days after the effective date of the Post-Effective
Amendment; (ii) each investor will have no fewer than 20 and no more than 45
business days from the effective date of the Post-Effective Amendment to notify
the Company in writing that the investor elects to remain an investor; (iii) if
the Company does not receive written notification from any investor within 45
business days following the effective date, the pro-rata portion of the
Deposited Funds and any related interest or dividends held in the escrow account
on such investor's behalf will be returned to the investor within five business
days by first class mail or other equally prompt means, but only if the proposed
transaction is consummated; (iv) the acquisition will be consummated only if a
minimum number of investors representing 90% of the maximum offering proceeds
received in this Blank Check Offering elect to reconfirm their investments; and
(v) if a consummated acquisition has not occurred within 18 months from March
14, 1996, the effective date of the Company's Blank Check Offering registration
statement (which would be September 14, 1997), the Deposited Funds held in the
escrow account will be returned to all investors on a pro-rata basis within five
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business days by first class mail or other equally prompt means. In addition to
the documentation described above, each investor will also receive a
Reconfirmation Offer and Notice in the form attached hereto as Exhibit A which
will need to be read and executed by each investor (evidencing their election of
whether to approve to Proposed Transaction).
THE PROPOSED TRANSACTION WITH 301 PLAZA
Upon the closing of the Blank Check Offering which occurred in April 1996,
the Company commenced evaluation of various acquisition candidates. The
Company's business plan has been to seek one or more potential Business
Combinations that may, in the opinion of Todd Levine, the Company's sole
executive officer and director, merit the Company's involvement. The Company's
principal business objective is to seek long-term growth potential in the
business in which it participates rather than immediate, short-term earnings.
^The Company believes that the Proposed Transaction meets its criteria of
long-term growth potential.
On July 10, 1996, the Company entered into an acquisition agreement with
301 Plaza, a Delaware corporation organized on February 20, 1996. ^The initial
acquisition agreement was subsequently amended on July 20, 1997, and in lieu of
the Company issuing any of its shares of Common Stock to the stockholders of 301
Plaza, Todd E. Levine will transfer 4,500,000 shares of his Common Stock to each
of Paul W. Levine and John E. Byler, and the latter will transfer to the Company
all of the capital stock interest of 301 Plaza, which will become a wholly-owned
subsidiary of the Company. Todd Levine will retain 790,000 shares of Common
Stock of the Company and will remain as an officer and Director of the Company.
The transfer of these shares to Messrs. Paul Levine and John E. Byler was based
on arms-length negotiation between the parties and no additional shares of
Common Stock of the Company will be issued by the Company to Messrs. Levine and
Byler inasmuch as 4,500,000 shares will be transferred by Mr. Todd Levine
directly to both Mr. Levine and Mr. Byler. Mr. Todd E. Levine predicated his
decision to transfer 9,000,000 of his 9,790,000 shares of Common Stock of the
Company based on what he perceived to be the ultimate value of the Company
following the acquisition and development of 301 Plaza, that Messrs. Paul Levine
and John Byler will be providing substantial services to the Company during the
development of 301 Plaza with only limited compensation and that Messrs. Levine
and Byler have provided personal guarantees to Unitas Bank and to various other
suppliers which will exceed $3 million in order that 301 Plaza may be completed.
301 Plaza currently owns ten acres of real estate free and clear of any
liens or encumbrances, located in Middletown, Delaware, ^which is zoned for
commercial purposes consistent with the Company's intended use thereof. The
Proposed Transaction will close at such time as no less than 90% in interest of
the investors in the Blank Check Offering (i) reconfirm their investment in the
Company and (ii) approve the Proposed Transaction. Upon consummation of the
Proposed Transaction, 301 Plaza will become a wholly-owned subsidiary of the
Company.
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A principal stockholder, director and executive officer of 301 Plaza is
Paul W. Levine, the father of Todd E. Levine, the Company's majority
shareholder, director and executive officer. Mr. Paul Levine and Mr. John Byler,
who is unrelated to either Todd Levine or Paul Levine, each own 50% of the
capital stock of 301 Plaza. Upon consummation of the Proposed Transaction, Mr.
Paul Levine will be named the Chief Executive Officer and Chairman of the Board
of the Company, replacing his son, Todd E. Levine. ^Todd Levine will continue to
serve as the Company's treasurer and secretary and a Director of the Company.
Mr. John Byler is expected to serve as President, Chief Operating Officer and as
a Director of the Company. See "Management."
301 Plaza intends to construct, own, manage and operate a travel plaza
facility ^on the Property that will be opened 24 hours a day, 7 days a week. The
Property consists of 10 acres of real estate. ^The hard costs of construction of
the Plaza, apart from other start-up expenses, is expected to be approximately
$2 million. The construction and development will take place on five of the ten
acres. The five acres not being developed will be used for additional parking.
No affiliates will be used to provide essential services for any aspect of the
construction or the operation of the establishment. Construction is expected to
be completed in November 1997, and total costs expected to be incurred to make
the Plaza operational will be approximately $3 million.
THE TRUCKSTOP INDUSTRY
The U.S. truckstop industry is a large, highly fragmented business that
has evolved dramatically over the last 16 years. In the early 1980s, independent
owner's operators dominated the trucking industry and approximately 70% of all
trucks in operation in 1981 were classified as independent owner/operated
vehicles. The importance of independents has declined dramatically since that
time and it is estimated that they current account for less than 25% of all
trucks in operation. The rapid increase in the percentage of company drivers on
the nation's highways has helped to stimulate the growth of national truck fuel
center chains because of the services that nationwide truck centers can provide
to fleet operators. Such benefits include centrally negotiated fuel prices,
which offer discounts substantially below pump prices, and centralized billing
services which enable fleet operators to better monitor and control costs. It is
now a common industry-wide practice for national fleets to have negotiated fuel
contracts with national truck center chains. Taken together, these contracts are
often responsible for approximately half the truck center chains' nationwide
diesel fuel sales.
The national chains attempt to create a network of truck stops spaced
along major interstate highways approximately 150 to 250 miles apart so that
drivers can stop every three to five hours to eat and refuel their rigs.
Locations where two interstate highways intersect are highly favored along with
sites which help to fill in missing links in a company's nationwide network of
centers. It is a common misconception outside the industry that travel centers
cannot be located where competing facilities exist; there are apparently
elements of synergy between competing units similar to fast food franchises and
gasoline stations that allow competing travel centers to succeed in the same
location. This typically occurs in locations at or near the intersection of two
major interstate highways where traffic levels are such that there is greater
demand for travel services.
21
<PAGE>
The industry is currently dominated by Unocal, Truckstops of America, and
Marathon who are the only companies who have enough units to form a truly
national chain. Typically, however, truck stops/travel centers compete on a
regional, as opposed to a local basis. Long distance trucks carry 250 to 300
gallons of fuel and can travel in excess of 1,200 miles between refueling stops
if they so desire. However, the driver must stop every five to six hours in
order to eat and rest. Therefore, truck divers have a multitude of options
available when selecting a location to stop and refuel.
THE PROPERTY AND PLAZA
301 Plaza intends to construct, own, manage and operate a new travel plaza
facility (the "Plaza") in Middletown, Delaware on the Property. 301 Plaza will
initially develop approximately five of the ten acres of the Property for the
Plaza. Included at the Plaza will be a complex which will include a
restaurant/convenience store, a diesel and gasoline fuel plaza and parking for
automobiles and trucks. The remaining five acres will be held for future
expansion.
The building to be located at the Plaza is estimated to consist of
approximately 7,000 square feet. Following completion of the Proposed
Transaction with 301 Plaza, the Company will likely enter into an affiliation
with and become a distributor for one of the major oil companies. Mr. John
Byler, through his affiliated companies, has been a distributor for Texaco,
Exxon, Amoco and Shell oil companies for in excess of 20 years and believes that
301 Plaza will be able to establish a distribution arrangement with one of the
major oil companies prior to commencement of operations. The foregoing
notwithstanding, there can be no assurances that 301 Plaza will be able to enter
into a distribution affiliation with one of the major oil distribution
companies. ^
301 Plaza may also seek affiliation with one of the national restaurant
franchises also based on Mr. Byler's relationships in the industry. The anchor
restaurant at the Plaza is expected to have seating capacity for approximately
100 patrons. The restaurant will be divided into two areas: one geared for
truckers and one for car customers. ^The convenience store will have fast-food
express service areas for a customer who is in a hurry and does not want
waitress service.
It is anticipated that the following services will be available at the
Plaza: full service restaurant; telephone room with all modern conveniences,
including copy center and fax machines; gift store in convenience area; gasoline
Plaza with four dispensers (eight hoses) connected to two storage tanks having
capacities of 10,000 or 12,000 gallons each; diesel plaza with five satellite
pumps connected to two underground storage tanks, each with a capacity of 12,000
gallons; separate entrance for cars and trucks; and open 7 days a week, 24 hours
a day, 365 days a year.
22
<PAGE>
The gas/diesel islands are to be completely self-service islands and it is
estimated that there will be parking for approximately 100 trucks. There will be
a central cashier's facility. The layout will allow easy access from the highway
with all trucks approaching the pumps from the same direction. Each pump to be
used by trucks will have a satellite for simultaneous fueling of a truck's two
tanks. The pumps will be computer-driven, high-speed units that can pump up to
40 gallons per minute. All the Company's diesel fuel will contain an exclusive
additive formulated to reduce engine wear. The cashier's building will provide
for efficient transaction processing by utilizing integrated, computer-driven
cash registers in conjunction with an organized data collection system. ^
The Company has received all required construction permits from Newcastle
County, Delaware (i.e., roadway, pump and tank, roadway and main building)
necessary to undertake construction, and at such time as the construction of the
Plaza has been completed, a "Certificate of Occupancy" (CO) from Newcastle
County building inspectors will be required. Once construction has been
completed, the Company will notify the County of Newcastle which will inspect
the construction of the Plaza and, if approved, will issue the CO. The Company
has been advised by Newcastle County that it typically will take 7-14 days for
an inspection to occur and for a CO to be secured in order for the Company to
commence its operations. Management of 301 Plaza estimates that construction
would be completed by early November 1997 and operations of the Plaza should be
commenced prior to the end of 1997.
Messrs. Paul W. Levine, John E. Byler and 301 Plaza received a loan
commitment from Unitas Bank, Chambersburg, Pennsylvania on July 20, 1997 for a
commercial loan to finance the costs of construction of the Plaza. Mr. Byler is
a director of Unitas Bank. Under the terms of the loan commitment, Messrs.
Levine and Byler or an affiliated entity will receive loan amounts for the hard
costs of constructing the travel center of $2,785,000, bearing simple interest
at the rate of 8.50% repriceable at national prime at 36-month intervals.
Monthly payments of interests only are due on any principal advances during the
initial six month construction period. Thereafter, monthly payments of principal
and interest, based on a 180- month repayment schedule, will begin February 1,
1998 in the amount of $27,425. Three years from the date of the loan, the
interest will be set at the then current national prime rate as listed in the
Mid-Western edition of The Wall Street Journal. The borrowers have the right
without payment of penalty, to repay the entire balance of this Note at any time
or to make partial payments of principal from time to time. The loan will be
secured by a first mortgage on the 301 Plaza project as well as by assignment of
any rents received during the term of the loan. The loan has been guaranteed by
Mr. Paul Levine and Mr. John Byler and, while the loan may not be assumed by any
subsequent owner of 301 Plaza, the Company will assume the financial obligations
under the loan once the acquisition of 301 Plaza is completed. In addition to
extending their personal guarantees for the loan from Unitas Bank, Messrs.
Levine and Byler have also personally guaranteed all obligations to suppliers
during the course of construction.
The 301 Plaza property has a tax assessed] value of $281,200, based upon
the 1997 New Castle County, Delaware tax assessment. At June 30, 1997, the cost
of the real estate comprising 301 Plaza was $324,281, which costs consisted of
23
<PAGE>
mortgage acquired ($192,000), mortgages contributed ($87,512), legal costs
($6,574), development costs ($22,924), real estate taxes ($13,055) and other
costs ($2,216). See "Financial Statements." At July 15, 1997, such costs
aggregated to $339,620, represented by total land costs of $298,635 and site
improvement costs of $40,985.
LOCATION OF THE PLAZA
The 301 Plaza is located on U.S. Route 301 in Middletown, Delaware. Route
301 is travelled by trucks and cars from the New Jersey Turnpike, the
Pennsylvania Northeast Extension, and I-95 to points south (including
Washington, D.C., Richmond, Virginia, and on to Florida). Trucks take advantage
of Route 301 because of the heavy traffic on the beltways surrounding Baltimore,
Maryland and Washington, D.C. Additionally truckers can save up to $10.00 on
one-way tolls. Additionally, Route 301 is in the middle of the Delaware Bay and
the Chesapeake Bay, and is well travelled because of the recreational areas
enjoyed by vacationers and sailing enthusiasts.
The only other major road through Delaware is Route 13 which is
approximately 7 miles to the east of proposed 301 Plaza. The Plaza is centrally
located within easy reach of a number of small communities with limited
amenities. Middletown, Delaware is a growing community and approximately 3,600
homes are planned for the area over the next 20 years, in addition to a 300 acre
golf community. Additionally, 300 apartments and 466 town houses are planned.
Furthermore, the Company believes that 301 Plaza is currently the only planned
restaurant that will accommodate up to 120 people. The Company believes the
local population will patronize the restaurant for a number of reasons. First,
the restaurant is being built to cater to both truckers and non-truckers
comprised of automobile travelers and the local population. The restaurant will
have separate entrances and dining areas for truckers and automobile patrons.
Second, the local population will be attracted to the restaurant by the
moderately priced, extensive menu and since no other restaurant in Middletown,
Delaware and surrounding areas is currently open 24 hours per day, seven days
per week.
According to the most recent data available from the Delaware Department
of Transportation, the average daily traffic count on Route 301, one mile north
of the Maryland state line, was approximately 9,100 vehicles per 24 hour period
during 1994. Of these, 31% of the highway traffic counted, or 2,821, were
trucks. Of this truck traffic, 66% is four and five axle, heavy duty equipment
according to these studies. An industry rule of those is that truck stopping
facilities require a minimum of 3,000 to 3,500 truck trailers per 24 hour period
in order to be economically viable. Since the traffic count in the vicinity of
the Plaza approaches this level, the location of the Plaza appears adequate if
viewed from the simple standpoint of gross vehicle traffic. There can be no
assurances, however that the number of trucks traveling on Route 301 will be
maintained or will grow and such lack of growth could have a material adverse
effect on the Plaza.
24
<PAGE>
MARKETING AND ADVERTISING
The Company intends to use billboard advertising where available to market
and advertise the 301 Plaza. Additionally, the Company will use print media to
attract local residents.
COMPETITION
The truck stop/travel center is highly competitive and fragmented. The
Plaza will compete in a larger number of regional markets in which it offers
motor fuel and ancillary products, restaurant and driver support services, and
store operations. Certain of the Plaza's competitors offer diesel and gas fuel
at discount prices, which will likely cause severe price competition in certain
markets and from time to time certain of the Plaza's competitors may adopt
pricing strategies which 301 Plaza will be unable or unwilling to match.
Additionally, certain of the Company's competitors have substantially greater
financial and other resources than the Company. ^
Nearby operations are small, locally operated facilities. The three
facilities are fuel stations within 35 miles of the Plaza and currently do not
offer restaurant services or a convenience store. There is no assurance,
however, that these facilities will not develop these services in the future,
which could adversely effect the Plaza. At a regional level, there are two major
full services facilities (one operated by Petro and one by Unocal), however the
traffic frequenting these centers is mainly I-95 traffic and not vehicles which
are intending to utilize Route 301. ^
Additionally, the restaurant industry is highly competitive with respect
to price, service, food quality and location and there are numerous
well-established competitors possessing substantially greater financial,
marketing, personnel and other resources than the Company. Many present or
prospective competitors are larger, better capitalized, more established and
have greater access to resources necessary to produce a competitive advantage.
See "Business Competition".
ENVIRONMENTAL REGULATION
The proposed operations of 301 Plaza and the Property are subject to
extensive federal and state legislation and regulations relating to
environmental matters. The Company will use underground and above ground storage
tanks to store petroleum products and waste oils. Statutory and regulatory
requirements for underground storage tank ("UST") systems include requirements
for tank construction, integrity testing, leak detection and monitoring, over
spilling and spill control, and mandate corrective action in case of a release
from a UST into the environment.
In connection with its ownership of the Property, 301 Plaza may also be
subject to liability under various federal, state and local environmental laws,
ordinances and regulations relating to cleanup and removal of hazardous
25
<PAGE>
substances. Under these laws and regulations, a current or previous owner or
operator of real property may be liable for the costs of removal or remediation
of hazardous or toxic substances (which may include petroleum or petroleum
products) on, under or in such property. Certain laws typically impose liability
whether or not the owner or operator knew of, or was responsible for, the
presence of such hazardous or toxic substances. Persons who arrange for the
disposal or treatment of hazardous or toxic substances may also be liable for
the costs of removal. or remediation of such substances at the disposal or
treatment facility, regardless of whether such facility is owned or operated by
such person. 301 Plaza is not aware of petroleum or hazardous substance
contamination on the Property that may give rise to such liability. There can be
no assurance, however, that such contamination does not exist on the Property,
particularly since it has been used in the past as a diesel truck stop, or that
material liability will not be imposed in the future.
OTHER REGULATIONS
The Company is also subject to local licensing ordinances. The issuance of
permits for service station operations is generally a matter of discretion and
is subject to the underlying requirement that the granting of the permit be
consistent with health, safety and moral welfare of the community. Although the
Company believes that because a diesel fuel stop operated on the Property
previously and the Property is zoned for a plaza such as the one to be
constructed by 301 Plaza, there can be no assurances that opposition will not
arise that would prevent or delay the granting of such license. If such
opposition were to occur, the Company would like incur substantial expenses and
delay.
The Company's restaurant operations are also subject to federal, state and
location regulations concerning health standards, sanitation, fire and general
safety, noncompliance with which could result in temporary or permanent
curtailment or termination of the restaurant operation. In addition,
difficulties in obtaining the required licensing or approvals could result in
delays or cancellations in the opening of its restaurant facility.
LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened of any type or
otherwise known to be contemplated to which the Company or any of its property
is subject.
EMPLOYEES
301 Plaza currently does not have any employees. Once the construction of
the Plaza has been completed, 301 Plaza will hire both full-time and part-time
employees at each of the facilities at the Plaza.
26
<PAGE>
OFFICE FACILITIES
301 Plaza and the Company currently maintain their executive business
addresses on a rent free basis at 19727 Oakbrook Circle, Boca Raton, Florida
33434 from Todd E. Levine, the Company's sole officer and director.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Mr. Todd E. Levine is currently the sole officer and Director of the
Company. Assuming the acquisition of 301 is completed following the
Reconfirmation Offering, the officers and Directors of the Company are expected
to be as listed below. All officers and directors are elected annually to serve
for one year or until their successors are elected and qualified.
Name Age Position
- ---- --- --------
Paul W Levine 57 Chairman and Chief Executive Officer
John E. Byler 51 President, Chief Operating Officer and Director
Todd E. Levine 29 Vice President, Treasurer, Secretary and Director
For purposes of the Blank Check Offering, Mr. Todd E. Levine has been
considered to be a promoter of the Company. Mr. Levine is the Company's sole
promoter.
TODD E. LEVINE has served as the Company's President, Chief Executive
Officer, Treasurer, Secretary and sole Director since August 24, 1995. In 1987
and 1988, Mr. Levine worked as a Real Estate Salesperson for John Daniels and
Associates, Palm Beach Gardens, Florida and J.W. Charles and Company, Boca
Raton, FL. From 1986 to 1987, he worked as an account executive for T.E.L.
Financial Network, Inc., Margate, Florida, a mortgage banking company. His
accomplishments included handling commercial and residential sales including
government loans. Mr. Levine managed the office, and initiated correspondent
relationships and secondary marketing. He also served as commercial and
residential loan underwriter for the firm during 1986.
Mr. Levine's licensure and educational background includes being a
Licensed General Contractor; a Certified Residential Specialist of the
Residential Sales Council in July 1991; Graduate Realtors Institute, October
1989; Licensed Florida Real Estate Broker, February 1988; Licensed Health
Insurance Agent, February 1988; Licensed Life Insurance Agent, April 1987;
Licensed Florida Real Estate Salesperson, January 1987; and Licensed Florida
Mortgage Broker, November 1986. His professional affiliations include
27
<PAGE>
Residential Sales Council, March 1991 to Present; Fort Myers Association of
Realtors, August 1989 to 1992; Cape Coral Association of Realtors, July 1989 to
1992; and Boca Raton, Association of Realtors, January 1987 to February 1990.
Mr. Levine's experience includes being owner and Senior Operations Officer
of B.K.T., Inc., from 1988 to the present. B.K.T., Inc., located in Boca Raton,
Florida, is a real estate investment company and insurance brokerage firm. His
responsibilities include negotiating purchases of abandoned or foreclosed
properties, rehabilitation, sale and leasing of such properties, and life and
health insurance sales. His accomplishments include supervision of properties on
both coasts of Florida, documentation review, sales contracts and mortgages and
personnel recruitment.
Mr. Levine also serves as President and owner of Sabal Lake Realty, Inc.,
Pompano Beach, Florida, from 1988 to the present, which is a general real estate
brokerage company specializing in new home and foreclosure sales on both the
East and West coasts of Florida. His accomplishments include the sale of new
construction homes for Casa Development, where development homes ranged from the
middle five figures to over $650,000. He also was responsible for the management
of their re-sale home programs, the marketing of rentals and vacant lands sales.
He hired, trained and supervised retail sales agents and office management
personnel and was responsible for the day-to-day operations of three model home
centers for the Company.
Mr. Levine has not participated in any previous Blind Pool or Blank Check
Offerings. Mr. Levine expects to devote approximately 20% of his available
business time for the search for a suitable acquisition candidate.
PAUL W. LEVINE has over 33 years experience in the truck stop plaza
industry. Upon consummation of the Proposed Transaction with 301 Plaza, Mr.
Levine will be ^elected Chief Executive Officer and Chairman of the Board of
Directors of the Company. Mr. Levine will continue to serve as ^an executive
officer and director of 301 Plaza, Inc. and has served in those capacities since
its incorporation in Delaware on February 20, 1996. Mr. Levine is expected to
devote most of his normal working time to the business of the Company following
the acquisition of 301 Plaza.
From 1963 to 1970, Mr. Levine was (i) the owner of Ellis Oil Company, a
truck stop operation outside Philadelphia, Pennsylvania; (ii) the owner of
Paul's Truck Stop, Inc. in Palmyra, New Jersey; (iii) the owner of the Delaware
Truck Center, Inc.; and (iv) a partner in the Gulf Truck Center in Delaware.
Between 1977 and 1982, Mr. Levine owned two truck stops in Pennsylvania, one
located in Milton, Pennsylvania, and one in Carlisle, Pennsylvania, as well as a
truck stop located in Bear, Delaware. Between 1982 and the present, Mr. Levine
has acted as an independent consultant to the truck plaza industry, specializing
in the start-up of travel stop plazas.
28
<PAGE>
Additionally, from 1966 to 1977, Mr. Levine was the owner of Arrow Trailer
Leasing, Inc., which rented office and storage trailer in Pennsylvania and New
Jersey; and from 1973 to 1975, Mr. Levine was the owner and operator of yellow
Cab Company of Philadelphia, Pennsylvania, Yellow Cab Company of Camden, New
Jersey and Yellow Limousine Company of Philadelphia, Pennsylvania.
From 1984 to the present, Mr. Levine has been a shareholder, officer and
director of B.K.T., Inc., a real estate development and investment company
located in Boca Raton, Florida, and from 1988 to the present, the sole owner and
officer of industrial ground in Camden, New Jersey, which is currently being
developed as a strip plaza center similar to that of 301 Plaza described herein.
From 1963 to 1970 and from 1977 to 1982, Mr. Levine owned and operated various
truck stop operations in the Pennsylvania, New Jersey, and Delaware areas.
Mr. Paul W. Levine is the father of Mr. Todd E. Levine, the Company's
current sole executive officer and director.
JOHN E. BYLER has in excess of 20 years experience in the oil and gasoline
distribution industry and associated convenience store industry. Upon
consummation of the Proposed Transaction with 301 Plaza, Mr. Byler will be
elected Chief Operating Officer and President of the Company as well as a
Director of the Company. Mr. Byler will also continue to serve as an Executive
Officer and Director of 301 Plaza, Inc. , to which positions he was elected in
July 1997. Mr. Byler is expected to devote approximately 50% of his normal
working time to the business of the Company following the acquisition of 301
Plaza.
From 1965 to 1976, Mr. Byler was the sole owner of a proprietary general
contracting firm in Smyrna, Delaware. Since 1976 through the present, Mr. Byler
was the Executive Vice President, Secretary and 50% owner of Carlos R. Leffler,
Inc., Richland, Pennsylvania, an oil and gas distributor for Texaco, Exxon and
Amoco and a distributor of diversified products through associated mini-market.
In addition, during this time, Mr. Byler was also President and a 50% owner of
an affiliated company, ABE Oil Company, Richland, Pennsylvania, an oil and gas
distributor for Shell Oil Company as well as a distributor of diversified
products through its associated mini-market. Mr. Byler is also a Director of
Unitas National Bank, Chambersburg, Pennsylvania, which bank has agreed to loan
$2,785,000 for the construction of 301 Plaza as previously described.
29
<PAGE>
Executive Compensation and Employment Contracts
- -----------------------------------------------
Summary Compensation Table(1)
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------------------------
Awards Payouts
---------------------- ----------------
Securities
Other Under-
Name and Annual Restricted lying All Other
Principal Compen- Stock Options/LTIP Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Todd E. Levine 1996 $0 $0 $0 $0 0 $0 $0
President, Chief
Executive Officer,
Treasurer, Secretary
and Sole Director
(1) The Summary Compensation Table reflects the compensation paid since August 1995, when the
Company was incorporated in Florida.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
- ---------------------------------------------------------------------------------------------------
Percent of
Number of Total Options/
Securities SARs Granted
Underlying to Employees Exercise or
Options/SARs in Fiscal Base Price Expiration
Name Granted (#) Year ($/Sh) Date
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Todd E. Levine 0 0 0 0
President, Chief Executive
Officer, Treasurer, Secretary
and Sole Director
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ---------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised in-the-Money
Acquired Options/SARs Options/SARs
on Value at FY-End (#) at FY-End ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Todd E. Levine 0 $0 0 $0
President, Chief Executive
Officer, Treasurer,
Secretary and Sole Director
30
<PAGE>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
- ---------------------------------------------------------------------------------------------------
Number Performance Estimated Future Payouts Under
of Shares, or Other Non-Stock Price-Based Plans
Units or Period Until -------------------------------
Other Rights Maturation Threshold Target Maximum
Name (#) or Payout ($ or #) ($ or #) ($ or #)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Todd E. Levine 0 0 0 0 0
President, Chief
Executive Officer,
Treasurer, Secretary
and Sole Director
</TABLE>
The Company has not paid any direct or indirect compensation to the
current or proposed officers or directors of the Company and none will be paid
from the proceeds from the Blank Check Offering. Additionally, no options or
SARS have been granted to any persons since the Company's inception nor does the
Company have any long range incentive plans. Following consummation of the
Proposed Transaction, the Company will not pay any salary to Messrs. Paul
Levine, John Byler and Todd Levine, and it is not anticipated that any salary
will be paid or any employment agreement consummated until at least twelve
months have elapsed, at which time compensation will be predicated on operating
performance.
CONFLICTS OF INTEREST
Prior to the consummation of the Proposed Transaction between the Company
and 301 Plaza, there is a potential conflict of interest between the Company and
301 Plaza since the principal shareholder and sole executive officer and
director of the Company is Todd E. Levine, the son of Paul W. Levine, who is a
principal stockholder and an executive officer and director of 301 Plaza.
Because of this potential conflict of interest, the Company has undertaken an
additional measure to better ensure that the Proposed Transaction is fair and
reasonable. These requirements provide for approval of investors holding 90% of
the capital interest from the Blank Check Offering, (whether or not required by
Rule 419 of the Act or by Florida corporate law ^and (ii) issuance of no
additional shares to management that would dilute the interest of the investors
in the Blank Check Offering.
Additionally, Florida law establishes procedures to be followed to prevent
a transaction from being void or voidable in the event that a conflict of
interest arises. These procedures include (i) disclosure to the board of
directors or board committee that authorizes, approves or ratifies the
transaction without county the votes of interested directors; (ii) disclosure to
all shareholders entitled to vote and that they authorize, approve, or ratify
the transaction or (iii) that the transaction be fair and reasonable to the
company at the time it was authorized. Through the procedures described above,
the Company believes that it is in compliance with Florida law governing
conflicts of interest.
31
<PAGE>
The proposed business of the Company is not anticipated to raise potential
conflicts of interest between the Company and its management upon consummation
of the transaction with 301 Plaza. The Company has been formed for the purpose
of locating suitable business opportunities in which to participate. Upon
consummation of the Proposed Transaction, Mr. Paul W. Levine will devote ^a
majority of his working time to the Company. ^In addition, Mr. John Byler will
^devote approximately 50% of his available business time to the Company and Mr.
Todd Levine will devote 20% of his available business time to the Company, and
both of them will engage in various other business activities.
Mr. Byler is currently a Director of Unitas Bank, which has agreed to
provide a credit facility to construct 301 Plaza.
CERTAIN TRANSACTIONS
Mr. Todd E. Levine acquired 9,900,000 shares of Common Stock of the
Company in August 24, 1995 for a consideration of $9,900 or $.001 per share. On
August 25, 1995, Mr. Levine transferred 10,000 shares of Common Stock to Mr.
Michael Hanzman for no consideration. On August 29, 1995, Mr. Levine transferred
100,000 shares of Common Stock to Atlas, Pearlman, Trop & Borkson, P.A. in
consideration for legal services rendered to the Company. The current breakdown
of share ownership is described under "Principal Shareholders."
On July 10, 1996, the Company and Todd E. Levine entered into a Stock
Purchase and Exchange Agreement with 301 Plaza, as subsequently amended on July
20, 1997 pursuant to an Amendment dated July 20, 1997 among the Company and Todd
E. Levine and 301 Plaza, Paul W. Levine and John E. Byler. Upon closing of the
Proposed Transaction, Todd E. Levine will transfer 4,500,000 shares each (a
total of 9,000,000 shares of Common Stock) to Paul W. Levine and John E. Byler,
and the latter will transfer to the Company all of the capital stock interest of
301 Plaza, which will become a wholly-owned subsidiary of the Company. Mr. Todd
E. Levine will retain 790,000 shares of Common Stock of the Company and will
remain as an officer and Director of the Company. See prior discussion under
"The Company and the Proposed Business -The Proposed Transaction with 301
Plaza," and "Principal Shareholders."
Mr. Paul W. Levine organized 301 Plaza on February 10, 1996 in order to
acquire the property that comprises 301 Plaza. On July 18, 1996, 301 Plaza
acquired, through deed in lieu of foreclosure, the land facility located in
Newcastle county, Delaware, and through June 30, 1997, incurred costs of
$324,281 for such land and related development costs. On July 21, 1997, Mr.
Levine transferred 50% of his interest in 301 Plaza to John E. Byler in
consideration for a cash payment of $162,000.
32
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock of the Company as of the date
hereof, and as adjusted to reflect the Proposed Transactions contemplated hereby
by (i) each person known to the Company to be the beneficial owner of more than
5% of the outstanding shares of Common Stock, (ii) each director and officer and
(iii) by all officers and directors of the Company as a group. ^As of the date
hereof, there were 10,000,000 shares of Common Stock outstanding, which amount
will remain outstanding if the Proposed Transaction is consummated. Unless
otherwise set forth below, the address of each of the shareholders described
below is 19727 Oakbrook Circle, Boca Raton, Florida 33434.
<TABLE>
<CAPTION>
# of Shares of # of Shares of
Common Stock Percentage Common Stock Percentage
Beneficially of Company Beneficially of Company
Name and Address Owned Before Owned Before Owned After Owned After
of Beneficial Proposed Proposed Proposed Proposed
Owner Transaction Transaction Transaction Transaction
- -------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Todd E. Levine(1) 9,790,000 97.9% 790,000 7.9%
Mr. Paul W. Levine(2) -0- -0- 4,500,000 45%
John E. Byler(3) -0- -0- 4,500,000 45%
All Executive Officers and
Directors as a Group
(1 Person/3 Persons)(2) 9,790,000 97.9% 9,790,000 97.9%
Blank Check Offering
Shareholders 100,000 1% 100,000 -0-%
_____________________________
(1) Mr. Todd E. Levine is the sole executive officer and director prior to the
Proposed Transaction and will serve as Vice President, Secretary, Treasurer
and a Director following the acquisition of 301 Plaza.
(2) Mr. Levine is expected to serve as Chairman of the Board and Chief
Executive Officer following the acquisition of 301 Plaza.
(3) Address is 2830 Kissel Hill Road, Lancaster, Pennsylvania 17601. Mr. Byler
is expected to serve as President, Chief Operating Officer and a Director
following the acquisition of 301 Plaza.
</TABLE>
33
<PAGE>
DESCRIPTION OF SECURITIES
Common Stock
- ------------
The Company has 100,000,000 shares of authorized Common Stock $.001 par
value per share. As of the date of this ^Prospectus and upon completion of the
Proposed Transaction, there will be 10,000,000 shares issued and outstanding. ^
Each shareholder is entitled to one vote for each share of Common Stock
owned of record. The holders of shares do not possess cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares voting
for the election of directors can elect all of the directors, and in such event
the holders of the remaining shares will be unable to elect any of the Company's
directors. Action can be taken without a meeting if a written consent setting
forth the action taken is signed by holders of not less than the minimum number
of shares necessary to authorize the action at a meeting if all shares entitled
to vote were present and voted. If the consent of all shares entitled to vote is
not obtained within 10 days of obtaining the consent by a sufficient number of
shares to approve the vote, subsequent notice must be given to holders who did
not so consent.
Holders of outstanding shares of Common Stock are entitled to receive
dividends out of assets legally available therefor at such times and in such
amounts as the Board of Directors may from time to time determine. Upon the
liquidation, dissolution, or winding up of the Company, the assets legally
available for distribution to the shareholders will be distributable ratably
among the holders of the shares outstanding at the time. Holders of the shares
of Common Stock have no preemptive, conversion, or subscription rights, and
shares are not subject to redemption. All outstanding shares of Common Stock
are, and the shares being offered hereby will be, fully paid and nonassessable.
As to the Company's dividend policy, see "Risk Factors -- No Dividends
Anticipated."
Preferred Stock
- ---------------
The Company is authorized to issue 20,000,000 shares of preferred stock,
par value $.001 per share ("Preferred Stock"), issuable in such series and
bearing such voting, dividend, conversion, liquidation and other rights and
preferences as the Board of Directors may determine. No shares of the Company's
Preferred Stock are outstanding as of the date of this Prospectus, but any
future issuances of Preferred Stock could dilute the voting rights and economic
interests of holders of shares of the Company's Common Stock.
Over-the-Counter Market
- -----------------------
The Company's Common Stock is currently not traded on any exchange and
there can be no assurances that a trading market for its Common Stock will
develop or be sustained if developed.
34
<PAGE>
Transfer Agent
- --------------
The Transfer Agent for the Common Stock of the Company is expected to be
Florida Atlantic Stock Transfer, Inc., 5701 Pine Island Road, Tamarac, Florida
33321.
CERTAIN MARKET INFORMATION
Upon consummation of the Proposed Transaction, 10,000,000 shares of the
Company's Common Stock will be outstanding, ^of which 9,900,000 shares will be
"restricted securities," as such term is defined under the Securities Act of
1933.
In general, Rule 144 (as presently in effect), promulgated under the Act,
permits a shareholder of the Company who has beneficially owned restricted
shares of Common Stock for at least one year to sell without registration,
within any three-month period, such number of shares not exceeding the greater
of 1% of the then outstanding shares of Common Stock or, ^the average weekly
trading volume over a defined period of time, assuming compliance by the Company
with certain reporting requirements of Rule 144. Furthermore, if the restricted
shares of Common Stock are held for at least two years by a person not
affiliated with the Company (in general, a person who is not an executive
officer, director or principal shareholder of the Company during the three-month
period prior to resale), such restricted shares can be sold without any volume
limitation. Any sales of shares by shareholders pursuant to Rule 144 may have a
depressive effect on the price of the Company's Common Stock.
Subject to the limitations described above, ^10,000 shares of Common Stock
held by Mr. Michael Hanzman will be available to be sold without registration
and without compliance with the procedural conditions under Rule 144 on August
25, 1997, and ^100,000 shares of Common Stock held by Atlas, Pearlman, Trop &
Borkson, P.A. will be available to be sold without registration on August 29,
1997 and without compliance with the procedural conditions under Rule 144.
Because Mr. Todd E. Levine will be deemed to be an affiliate of the Company
(assuming the Proposed Transaction is consummated), subject to the limitations
described above (including those related to affiliates of the Company), ^up to
100,000 shares of Common Stock will be available to be sold by Mr. Todd E.
Levine ^without registration on August 24, 1997, but subject to normal
procedural restrictions under Rule 144.^
LEGAL MATTERS
The validity of the issuance of the Shares of Common Stock offered under
this Prospectus is being passed upon for the Company by Atlas, Pearlman, Trop &
Borkson, P.A., Fort Lauderdale, Florida. Atlas, Pearlman, Trop & Borkson, P.A.
owns 100,000 shares of the Company's Common Stock.
35
<PAGE>
EXPERTS
The financial statements of the Company included in this Prospectus and
Registration Statement have been audited by Fiske & Company, independent
certified public accountants, for the periods indicated in their report thereon
which appears elsewhere herein and in the Registration Statement. The financial
statements audited by Fiske & Company, have been included in reliance on the
report of such firm given on its authority as ^experts in accounting and
auditing.
ADDITIONAL INFORMATION
The Company has filed ^a Registration Statement on Form SB-2, as amended,
under the Act with respect to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement
and the exhibits thereto. For further information about the Company and the
securities offered hereby, reference is made to the Registration Statement and
to the exhibits filed as a part thereof. The statements contained in this
Prospectus as to the contents of any contract or other document identified as
exhibits in this Prospectus are not necessarily complete and, in each instance,
reference is made to the copy of such contract or document filed as an exhibit
to the Registration Statement, each statement being qualified in any and all
respects by such reference. The Registration Statement including exhibits, may
be inspected without charge at the principal reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at the
Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York
10048, and the Midwest Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of all or any part thereof
may be obtained upon payment of fees prescribed by the Commission from the
Public Reference Section of the Commission at its principal office in
Washington, D.C. 450 Fifth Street, N.W., Washington, D.C. 20549, as well as from
the Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New
York 10048, and the Midwest Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. The Commission also maintains a web
site on the internet that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission at http://www.sec.gov.
36
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Financial Statements
December 31, 1996 and June 30, 1997
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
INDEX
Independent Auditor's Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Shareholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
<PAGE>
FISKE & COMPANY
Board of Directors
IMV Lease/Capital, Inc.
Boca Raton, Florida
INDEPENDENT AUDITOR'S REPORT
----------------------------
We have audited the accompanying balance sheets of IMV Lease/Capital, Inc. (A
Development Stage Company) as of June 30, 1997 and December 31, 1996, and the
related statements of operations, stockholders' equity and cash flows for the
six months ended June 30, 1997, the year ended December 31, 1996, and from
October 14, 1994 (date of inception) to June 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IMV Lease/Capital, Inc. (A
Development Stage Company) as of June 30, 1997 and December 31, 1996, and the
results of its operations, changes in its stockholders' equity and its cash
flows for the six months ended June 30, 1997, the year ended December 31, 1996
and the period from October 14, 1994 (date of inception) to June 30, 1997, in
conformity with generally accepted accounting principles.
/s/ Fiske & Company
Hollywood, Florida
July 15, 1997
1
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Balance Sheet
June 30, December 31,
1997 1996
---- ----
Assets
------
Current Assets:
Cash $ 4,387 $ 3,011
Cash - restricted 100,000 100,000
--------- ---------
Total assets $ 104,387 $ 103,011
========= =========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities:
Accounts payable $ 20,563 $ 20,563
Payable to stockholder 2,039 2,019
--------- ---------
Total current liabilities 22,602 22,582
--------- ---------
Stockholders' Equity:
Common stock, $.001 par value -
100,000,000 shares authorized, 10,000,000
shares issued and outstanding 10,000 10,000
Preferred stock, $.001 par value -
20,000,000 shares authorized, no shares issued
and outstanding -- --
Additional paid-in capital 96,900 96,900
Deficit accumulated during the development stage (25,115) (26,471)
--------- ---------
Total stockholders' equity 81,785 80,429
--------- ---------
Total liabilities and stockholders' equity $ 104,387 $ 103,011
========= =========
See accompanying notes to financial statements
2
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
Period from
For the Six For the Year October 14, 1994
Months Ended Ended December 31, (Date of Inception)
June 30, 1997 1996 to June 30, 1997
------------- ---- ----------------
<S> <C> <C> <C>
Revenues
Interest income $ 1,521 $ 2,895 $ 4,482
Expenses
General and administrative 165 29,042 29,597
-------- -------- --------
Net income (loss) $ 1,356 $(26,147) $(25,115)
======== ======== ========
Net income (loss) per share $ 0.0001 $(0.0026)
======== ========
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Preferred Paid-in Development
Stock Stock Capital Stage Total
-------------------- ----- ------- ----- -----
Shares Amount
------ ------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 9,900,000 $ 9,900 $ -- $ -- $ (324) $ 9,576
Issuance of Common Stock - Public Offering 100,000 100 -- 96,900 -- 97,000
March 14, 1996 (net of $3,000 in related
costs)
Net Loss -- -- -- -- (26,147) (26,147)
---------- ------- -------- ------- -------- --------
Balance, December 31, 1996 10,000,000 10,000 -- 96,900 (26,471) 80,429
Net Income -- -- -- -- 1,356 1,356
---------- ------- -------- ------- -------- --------
Balance, June 30, 1997 10,000,000 $10,000 $ -- $96,900 $(25,115) $ 81,785
========== ======= ======== ======= ======== ========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
Period From
For the Six For the Year October 14, 1994
Months Ended Ended December 31, (Date of Inception)
June 30, 1997 1996 to June 30, 1997
------------- ---- ----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,356 $ (26,147) $ (25,115)
Adjustments to reconcile net loss to net
cash used by operating activities
(Increase) decrease in prepaid expenses -- 1,000 --
Increase in accounts payable -- 19,563 20,563
--------- --------- ---------
Net cash provided by (used by) operating
expenses 1,356 (5,584) (4,552)
--------- --------- ---------
Cash flows from financing activities:
Issuance of common stock -- 100,000 109,900
Deferred offering costs -- -- (3,000)
Stockholder loan payable 20 2,019 2,039
Increase in restricted cash (100,000) (100,000)
--------- --------- ---------
Net cash provided by (used by) financing
activities 20 2,019 8,939
--------- --------- ---------
Net increase (decrease) in cash 1,376 (3,565) 4,387
Cash at beginning of period 3,011 6,576 --
--------- --------- ---------
Cash at end of period $ 4,387 $ 3,011 $ 4,387
========= ========= =========
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1 - Summary of Significant Accounting Policies
------------------------------------------
Business Activity
- -----------------
IMV Lease/Captial, Inc. (the Company) was organized under the laws of the State
of Florida on October 14, 1994. The Company is a development stage company and
has not commenced operations. The Company intends to effect a merger, acquire
the assets or the common stock of existing businesses.
Cash Equivalents
- ----------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less, to be
cash equivalents.
NOTE 2 - Public Offering
---------------
The Company raised $100,000 in exchange for 100,000 shares of common stock in a
public offering pursuant to Rule 419 of the Securities Act of 1933, the
effective date of which was March 14, 1996. The funds, including interest earned
thereon, along with the common stock issued are being held in escrow until the
Company submits for shareholder approval a proposed business acquisition and at
least 90% of the aforementioned 100,000 common shares are voted in favor of the
proposed transaction. In the event an acquisition is not consumated by September
14, 1997, the deposited funds will be returned to all investors.
NOTE 3 - Net Loss per Share
------------------
Net loss per share has been computed by dividing net loss by the weighted
average number of common shares outstanding during the period. The numbers of
common shares used for computing net loss per share were 10,000,000 in 1997, and
9,935,343 in 1996.
NOTE 4 - Deferred Offering Costs
-----------------------
Direct costs of the public offering were deferred and deducted from paid-in
capital upon completion of the public offering.
6
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 5 - Income Taxes
------------
The Company has a net operating loss of $26,471, that expires as follows:
December 31,
------------
2010 $ 324
201 1 26,147
---------
$ 26,471
=========
NOTE 6 - Concentrations of Credit Risk
-----------------------------
The Company has concentrated its credit risk for cash by maintaining deposits in
one financial institution which exceeds amounts covered by insurance provided by
the U.S. Federal Deposit Insurance Corporation (FDIC). The Company has not
experienced any losses in such accounts and believes it is not exposed to any
significant credit risk to cash.
7
<PAGE>
301 PLAZA, INC.
(A Development Stage Company)
Financial Statement
December 31, 1996 and June 30, 1997
<PAGE>
301 PLAZA, INC.
(A Development Stage Company)
INDEX
Independent Auditor's Report 1
Balance Sheet 2
Notes to Financial Statement 3
<PAGE>
FISKE & COMPANY
Board of Directors
301 Plaza, Inc.
Boca Raton, Florida
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of 301 Plaza, Inc. (A Development
Stage Company) as of June 30, 1997 and December 31, 1996. This financial
statement is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of 301 Plaza, Inc. (A Development
Stage Company) as of June 30, 1997 and December 31, 1996, in conformity with
generally accepted accounting principles.
/s/ Fiske & Company
Hollywood, Florida
July 15, 1997
1
<PAGE>
301 PLAZA, INC.
(A Development Stage Company)
Balance Sheet
June 30, 1997 December 31, 1996
------------- -----------------
ASSETS
Real estate $324,281 $311,117
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 5,383 $ 7,362
Stockholders' equity
Common stock, no par value -
1,000 shares authorized, 100 shares 318,898 303,755
issued and outstanding
-------- --------
$324,281 $311,117
======== ========
See accompanying notes to financial statement
2
<PAGE>
301 PLAZA, INC.
(A Development Stage Company)
Notes to Financial Statement
NOTE 1 - Nature of Business and Significant Accounting Policies
------------------------------------------------------
Nature of Business
- ------------------
301 Plaza, Inc. (The "Company") was incorporated in Delaware on February 20,
1996. The purpose of the Company is to design, construct and operate a full
service travel plaza.
Real Estate Costs
- -----------------
Costs that clearly relate to acquisition, development and construction are
capitalized.
NOTE 2 - Real Estate
-----------
The Company acquired, through deed in lieu of foreclosure, a travel plaza
located in New Castle County, Delaware. The Company intends to demolish the
existing facilities and construct and operate a new travel plaza.
The cost of the real estate is as follows:
June 30, December 31,
1997 1996
---- ----
Mortgages acquired $ 192,000 $ 192,000
Mortgage contributed 87,512 87,512
Legal costs 6,574 6,068
Development costs 22,924 12,482
Real estate taxes 13,055 13,055
Other costs 2,216 --
----------- -----------
$ 324,281 $ 311,117
=========== ===========
The Company is permitting the prior ownership to operate the existing travel
plaza, without remuneration to the Company, until such time as construction of
the new facilities begins.
NOTE 3 - Common Stock
------------
In 1996, the Company issued 100 shares of common stock in exchange for $223,605
and a mortgage with a principal balance of $87,512. In 1997, the stockholder
contributed additional capital of $15,143.
3
<PAGE>
Unaudited Condensed Consolidated Pro Forma Financial Information
The following unaudited condensed consolidated pro forma financial information
combines the financial information of IMV Lease/Capital, Inc. (IMV) and 301
Plaza, Inc. (301) at June 30, 1997 and for the year ended December 31, 1996, and
for the six months ended June 30, 1997, adjusted as described in Note (A) and
assumes that the companies merged January 1, 1996.
The following unaudited condensed consolidated pro forma financial information
should be read in conjunction with the audited financial statements of IMV
Lease/Capital, Inc. and 301 Plaza, Inc. appearing elsewhere in this Post
Effective Amendment No. 5 to Form SB-2.
<PAGE>
IMV LEASE/CAPITAL, INC.
Unaudited Condensed Consolidated Pro Forma Balance Sheet
June 30, 1997
<TABLE>
<CAPTION>
Historical
---------- Pro Forma Pro
IMV 301 Adjustments Forma
--- --- ----------- -----
<S> <C> <C> <C> <C>
Assets
Cash $ 4,387 $ -- $ -- $ 4,387
Cash - restricted 100,000 -- -- 100,000
--------- --------- ------------ ---------
Total current assets 104,387 -- -- 104,387
Real estate -- 324,281 -- 324,281
--------- --------- ------------ ---------
Total $ 104,387 $ 324,281 $ -- $ 428,668
========= ========= ============ =========
Liabilities and Stockholders' Equity
Current liabilities $ 22,602 $ 5,383 $ -- $ 27,985
--------- --------- ------------ ---------
Stockholders' Equity
Common stock 10,000 318,898 (318,898)(A) 10,000
Additional paid-in capital 96,900 -- 318,898 (A) 415,798
Accumulated deficit (25,115) -- -- (25,115)
--------- --------- ------------ ---------
81,785 318,898 -- 400,683
--------- --------- ------------ ---------
Total $ 104,387 $ 324,281 $ -- $ 428,668
========= ========= ============ =========
(A) Adjusted to reflect the merger of the Company and 301 Plaza, Inc., which are under
common control, in a manner similar to a pooling of interests.
</TABLE>
<PAGE>
IMV LEASE/CAPITAL, INC.
Unaudited Condensed Consolidated Pro Forma Statement of Operations
Six Months Ended June 30, 1997
Historical
---------- Pro Forma Pro
IMV 301 Adjustments Forma
--- --- ----------- -----
Interest Income $ 1,521 $ -- $ -- $ 1,521
Operating Expenses 165 -- -- 165
------- -------- -------- -------
Net Income $ 1,356 $ -- $ -- $ 1,356
======= ======== ======== =======
Net Income Per Share $0.0001 $0.0001
======= =======
Weighted Average Number of
Common Shares Outstanding 10,000,000 10,000,000
========== ==========
<PAGE>
IMV LEASE/CAPITAL, INC.
Unaudited Condensed Consolidated Pro Forma Statement of Operations
Year Ended December 31, 1996
Historical
---------- Pro Forma Pro
IMV 301 Adjustments Forma
--- --- ----------- -----
Interest Income $ 2,895 $ -- $ -- $ 2,895
Operating Expenses 29,042 -- -- 29,042
-------- ---------- ---------- --------
Net (Loss) $(26,147) $ -- $ -- $(26,147)
======== ========== ========== ========
Net Loss Per Share $(0.0026) $(0.0026)
======== =========
Weighted Average Number of
Common Shares Outstanding 9,935,343 9,935,343
========= =========
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has authority under Section 607.0850 of the Florida Business
Corporation Act to indemnify its directors and officers to the extent provided
for in such statute. The Company's Articles of Incorporation provide that the
Company shall indemnify and may insure its officers and directors to the fullest
extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (i) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful, (ii)
deriving an improper personal benefit from a transaction, (iii) voting for or
assenting to an unlawful distribution and (iv) willful misconduct or conscious
disregard for the best interests of the Company in a proceeding by or in the
right of the Company to procure a judgment in its favor or in a proceeding by or
in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the Federal securities laws.
The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and is therefore unenforceable.
FLORIDA TAKEOVER STATUTES
Section 607.0902 of the Florida Business Corporation Act (the "Corporation
Act") generally provides that certain transactions involving Control Shares (as
defined below) of a corporation that has: (a) 100 or more shareholders; (b) its
principal place of business, its principal office, or substantial assets in
Florida, and (c) either (1) more than 10% of its shareholders residing in
Florida, (2) more than 10% of its shares owned by Florida residents, or (3)
1,000 shareholders residing in Florida, must be approved by a majority of each
class of voting securities of the corporation before the Control Shares will be
granted any voting rights. "Control Shares" are defined in the Corporation Act
II-1
<PAGE>
to be shares acquired in a Control Share Acquisition (as defined below) that
would entitle a person to exercise, either directly or indirectly, 20% or more
of all of the voting power of the corporation's voting securities. A "Control
Share Acquisition" is defined in the Corporation Act as an acquisition, either
directly or indirectly, by any person of ownership of, or the power to direct
the exercise of voting power with respect to, outstanding Control Shares.
Section 607.0902 of the Corporation Act further provides that prior to the
occurrence of a Control Share Acquisition involving a Florida corporation, such
corporation's Articles of Incorporation or Bylaws may specify that Section
607.0902 of the Corporation Act shall not apply to a Control Share Acquisition
involving the corporation. The Company's Articles of Incorporation, as amended,
expressly provide that the Company not be subject to Section 607.0902.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
SEC Filing Fee $ 100.00
Initial Transfer Agent Fee* $ 500.00
Printing Costs (including stock certificates)* $ 400.00
Legal Expenses* $ 500.00
Accounting Fees and Expenses* $ 1,000.00
Blue Sky Fees and Expenses* $ 400.00
Escrow Agent Fees and Expenses $ 1,000.00
Other Expenses* $ 100.00
----------
Total $ 4,000.00*
* Indicates expenses that have been estimated for the purpose of this filing.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following shares of Common Stock were issued by the Company since its
inception and prior to the date of filing of this Registration Statement. There
were no underwriting discounts or commissions paid in connection with the
issuance of any of these securities.
(a) On August 24, 1995, the Company issued a total of 9,900,000 shares
of its Common Stock (par value $.001 per share) to Mr. Todd E. Levine. On August
25, 1995, Mr. Levine transferred 10,000 shares of Common Stock to Michael
Hanzman, and on August 29, 1995, Mr. Levine transferred 100,000 shares to Atlas,
Pearlman, Trop & Borkson, P.A.
(b) The sale set forth above and subsequent transfer (giving effect to
the integration of such transactions) is claimed to be exempt from registration
with the Securities and Exchange Commission pursuant to Section 4(2) of the
Securities Act of 1933, as amended, as transactions by an issuer not involving
any public offering, in that such transactions involved the issuance and sale by
the Company (and subsequent transfers) of shares of its Common Stock to a
financially sophisticated individual who is the Company's sole officer and
director and to the Company's securities counsel and another sophisticated
II-2
<PAGE>
investor. All of such investors are fully aware of the Company's activities, as
well as its business and financial condition, and acquired said securities for
investment purposes and understood the restrictions pertaining thereto. All
certificates representing the shares issued and currently outstanding by the
Company herein have been properly legended.
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
- ----------- ----------------------
<S> <C>
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1 Stock Purchase and Exchange Agreement between the Company and 301 Plaza,
Inc.)(1)
2.2 Amendment to Stock Purchase and Exchange Agreement(2)
(3) Articles of Incorporation and Bylaws
3.1 Form of Restated Articles of Incorporation of IMV Lease/Capital, Inc.(1) ^
3.2 ByLaws of IMV Lease/Capital, Inc. (1)
3.3 Certificate of Incorporation for 301 Plaza, Inc.(1)
3.4 Bylaws of 301 Plaza, Inc.(1)
(4) Instruments defining the rights of security holders, including indentures.
4.1 Specimen Common Stock Certificate(1)^
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. as to legality of the issuance
of securities(1)
(10) Material Contracts
10.1 Forms of Subscription Documentation for prospective investors(1)
10.2 Executed Form of Deposited Funds Escrow Agreement (1)
10.3 Executed Form of Deposited Securities Escrow Agreement(1)
23.1 Consent of Fiske & Company(2)
99.1 Form of Reconfirmation Offer(1)
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<PAGE>
<S> <C>
99.3 Letter dated July 9, 1996, from Michael J. Isaacs of Agostini, Levitsky &
Isaacs(1)
____________________
(1) Previously Filed
(2) Filed herewith.
</TABLE>
ITEM 28. UNDERTAKINGS.
Item 512 Undertakings with respect to Rule 415 Under the Securities Act
- -----------------------------------------------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by its is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Company hereby undertakes that:
1. To file, during any period in which it offers or sales are being
made, a Post- Effective Amendment to this Registration Statement to:
(a) include any Prospectus required by Section 10(a)(3) of the Act;
(b) reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
Post-Effective Amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(c) include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
2. That, for the purposes of determining any liability under the Act,
each such Post- Effective Amendment shall be deemed to be a new registration
II-4
<PAGE>
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a Post-Effective Amendment
any of the securities being registered which remain unsold at the termination of
the Blank Check Offering.
4. For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form of
Prospectus filed by the Registrant pursuant to Rule 424(b)(i) or (4) or 497(h)
under the Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective.
5. For the purpose of determining any liability under the Act, each
Post-Effective Amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, in the City of Boca Raton, State of Florida, on this 29th day of
July, 1997.
IMV LEASE/CAPITAL, INC.
By: /s/ Todd E. Levine
-----------------------------
Todd E. Levine, President,
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement on Form SB-2 has been signed by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
President, and Chief Executive
Officer (Principal Executive
/s/Todd E. Levine Financial and Accounting
- ----------------------- Officer) and Director July 29, 1997
Todd E. Levine
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.2 Amendment to Stock Purchase and Exchange Agreement
23.1 Consent of Fiske & Company
================================================================================
Amendment to Stock Purchase and Exchange Agreement
================================================================================
AMENDMENT DATED JULY 20, 1997 TO
STOCK PURCHASE AND EXCHANGE AGREEMENT DATED
JULY 10, 1996
THIS AMENDMENT dated July 20, 1997 (the "Amendment") to Stock Purchase and
Exchange Agreement dated as of July 10, 1996, (the "Agreement") by and among IMV
Lease/Capital, Inc., a Florida corporation ("IMV"), Todd E. Levine, the
principal stockholder and sole officer and director of IMV ("Todd Levine"), 301
Plaza, Inc., a Delaware corporation ("301") and Paul W. Levine ("Paul Levine")
and John E. Byler ("Byler").
RECITALS
A. IMV, 301 and Paul Levine are parties to the Agreement;
B. Todd E. Levine is the owner of record and beneficially of 9,790,000
shares of Common Stock of IMV;
C. Paul Levine and Byler own in the aggregate 1,000 shares of Common
Stock, no par value, of 301 (the "301 Shares") constituting all the issued and
outstanding shares of capital stock of 301;
D. The parties desire to amend the Agreement in order to take into
account that Byler is now the owner of 50% of the 301 Shares and to provide for
the elimination of the issuance of shares by IMV to the stockholders of 301, and
in lieu thereof, to provide for the issuance of shares directly from Todd Levine
to Paul Levine and Byler in exchange for all of the 301 Shares as hereinafter
provided.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in the Agreement and this Amendment,
the parties hereto agree as follows:
1. ISSUANCE OF SECURITIES. The parties hereto agree that Section 1.1 of
the Agreement and any companion sections are hereby deleted and in lieu thereof
the parties agree that Paul Levine and Byler will transfer and assign their 301
Shares, which constitutes all of the capital stock of 301, to IMV in exchange
for which Todd Levine will transfer and assign to Paul Levine 4,500,000 shares
and to Byler 4,500,000 shares so that 301 will become a wholly-owned subsidiary
of IMV. Todd Levine will retain 790,000 shares of Common Stock of IMV, and IMV
shall not be required to issued to Paul Levine or Byler any shares of its
capital stock for purposes of consummating the acquisition of 301.
<PAGE>
2. SELECTION OF OFFICERS AND DIRECTORS. IMV, Todd Levine, Paul Levine
and Byler agree that immediately following the consummation of the acquisition
of 301, Todd Levine will resign as President of IMV and will be elected as Vice
President of IMV, and will continue to serve as a Director, Secretary and
Treasurer of IMV. In addition, Paul Levine will be elected as Chairman of the
Board, Chief Executive Officer and a Director of IMV and Byler will be elected
President, Chief Operating Officer and a Director of IMV. Paul Levine and Byler
will retain their positions with 301 as currently constituted.
3. CURRENT STATUS OF 301. 301 has begun to undertake construction of
the trucking plaza described in the Agreement and in the Company's preliminary
prospectus to be filed with the Securities and Exchange Commission, and has
received all necessary construction permits to commence construction as
described in such preliminary prospectus.
4. FINANCIAL STATEMENTS OF 301. 301 has provided audited financial
statements of 301 at June 30, 1997 and such financial statements are true and
correct and have been prepared in accordance with generally accepted accounting
principles. There have been no material changes in the operations of 301 since
the date of such financial statements except for expenses incurred in the
ordinary course of undertaking the construction of the trucking plaza.
5. REPRESENTATION BY TODD LEVINE. Todd Levine represents and warrants
that he has good title to the 9,000,000 shares of Common Stock of IMV to be
transferred to Paul Levine and Byler, which shares are free and clear of any
liens or encumbrances.
6. TERMINATION. In the event that the reconfirmation offer to investors
of IMV is not timely completed in accordance with the requirements of Rule 419
under the Securities Act of 1933 and pursuant to the procedures of the
Securities and Exchange Commission within the period of time provided under Rule
419 as interpreted by the Securities and Exchange Commission, either party shall
have the right to terminate this Amendment and the Agreement, which shall be of
no force or effect.
7. FURTHER ASSURANCES. The parties hereto reconfirm all of the
representations, warranties and covenants contained in the Agreement except as
modified or amended hereby and agree to proceed in good faith to finalize the
transactions contemplated hereby.
2
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the date first above written.
IMV LEASE/CAPITAL, INC., a Florida
corporation
By: /s/ Todd E. Levine
-----------------------------------------
Name: TODD E. LEVINE
---------------------------------------
Its: President
----------------------------------------
/s/ Todd E. Levine
----------------------------------
TODD E. LEVINE
301 PLAZA, INC.
By: /s/ Paul W. Levine
-----------------------------------------
Name: PAUL W. LEVINE
---------------------------------------
Its: President
----------------------------------------
/s/ Paul W. Levine
----------------------------------
PAUL W. LEVINE
/s/ John E. Byler
----------------------------------
JOHN E. BYLER
3
================================================================================
Consent of Fiske & Company
================================================================================
Consent of Independent Accountants
We consent to the inclusion in this registration statement on Post Effective
Amendment No. 5 to Form SB-1 of our reports dated July 15, 1997, on our audits
of the financial statements of IMV Lease/Capital, Inc. and 301 Plaza, Inc. and
our report dated May 21, 1997 on our audit of the financial statement of IMV
Lease/Capital, Inc. We also consent to the reference to our firm under the
caption "experts."
/s/Fiske & Company
Hollywood, Florida
July 23, 1997
