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EXHIBIT 99.1
SUPPLEMENTAL NOTICE TO
INVESTMENT CERTIFICATE HOLDERS
OF
PACECO FINANCIAL SERVICES, INC.
NOVEMBER 3, 2000
Paceco Financial Services, Inc. (the "Company") has amended its plan for
redeeming the Company's outstanding passbook savings and time certificates (the
"Certificates") as described in the initial notice dated October 10, 2000. The
initial notice and this Supplemental Notice constitute the plan for redeeming
the Certificates and are referred to herein as the "Plan". The amendment
provides a means by which the shares of PalWeb Corporation common stock ("PalWeb
Shares") held by the Company can be "put" to Mr. Paul Kruger, and Mr. Kruger
would agree to purchase the PalWeb Shares at prices sufficient to fully redeem
the outstanding principal balances plus accrued interest to the date of
redemptions in the Certificate Holders' accounts over approximately a four year
period ending December 31, 2004.
The objective of the Plan is to return to Certificate Holders 100% of
their accounts as early as possible. The PalWeb Shares will be placed in a trust
with an independent Trustee whose duty will be to dispose of the PalWeb Shares
on the most favorable terms available and distribute net proceeds to the
Certificate Holders. To provide greater assurance of the return of 100% of
Certificate Holders' principal and accrued interest by December 31, 2004, Mr.
Paul Kruger will grant the Trustee a put which the Trustee can exercise in
December, 2000, and in December of each of the next four calendar years to
require Mr. Kruger to pay into the Trust for the benefit of Certificate Holders
up to 20% of account balances*, in exchange for a corresponding percentage of
the PalWeb Shares. Any exercise of the put to Mr. Kruger, Mr. Kruger's payment
into the Trust and the resulting distribution to Certificate Holders will occur
in December of each calendar year 2000 through 2004. By "up to 20%", the Company
means the difference between annual distributions to Certificate Holders from
sources other than Mr. Kruger and 20% of account balances. Certificate Holders
will receive a distribution in December, 2000, equal to 20% of their account
balances and no less than 20% per year in each of the succeeding four years. In
each of the years, if the Company's resources are not adequate to distribute to
Certificate Holders at least 20% of their account balances, then the Trustee
will exercise the put to Mr. Kruger.
The put to Mr. Kruger is intended to be exercised if other resources are
inadequate. If the Trustee can sell the PalWeb Shares in the market for as much
or more than could be realized from the put to Mr. Kruger (20% of account
balances in December, 2000, and in each succeeding calendar year), or if the
Company has other sources of income with which to pay Certificate Holders 20% or
more of the account balances annually, or if some combination of sales of the
PalWeb Shares and Paceco income from other sources are sufficient to return at
least 20% of the Holders' account balances annually, the PalWeb Shares would not
be put to
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Mr. Kruger. If, on the other hand, such other sources are not adequate to
return at least 20% of account balances annually, then the Trustee will
exercise the put to Mr. Kruger.
As disclosed in the Company's initial notice dated October 10, 2000, the
Company's original plan for redeeming Certificates was to sell the loan
portfolio and Pace Properties, Inc. and after setting aside an operating
reserve, distribute net proceeds to the Certificate Holders. The estimate of
this initial distribution was approximately 30% of account balances, with no
assurance as to future distributions. The Plan, as revised, is to distribute
100% of Certificate Holders' account balances (principal plus accrued interest)
by December 31, 2004, backed by the put to Mr. Kruger.
Under the Plan, the outstanding time certificates will continue to
accrue interest at the time certificate rate until maturity. At maturity, the
rate will be adjusted to the then current passbook rate. The passbook rate will
be set from time to time by the Company at its discretion. Effective with this
Supplemental Notice, the passbook rate is 2.75% per year. Generally, the
passbook rate will be comparable to Oklahoma bank savings account rates.
Interest will not be compounded.
The put to Mr. Kruger will cover both principal and accrued interest,
but all distributions to Certificate Holders will be applied first to principal.
The put is subject to the condition that there shall be no litigation
against the Company or its officers, directors, employees, agents or affiliates
by or for the benefit of Certificate Holders or their assignees or agents
including, but not limited to, actions based on the Company's adoption or
implementation of the plan to redeem Certificates described herein and in the
Notice to Depositors dated October 10, 2000, or any part thereof. Examples of
such litigation would be actions based on the suspension of withdrawals from
Certificate Holders' accounts and actions alleging violations of securities
laws. In addition, an involuntary bankruptcy of the Company will release Mr.
Kruger from the put obligation. Should any such litigation be commenced, Mr.
Kruger will be released from his obligation under the put effective as of the
commencement of the litigation.
Notwithstanding the put, the Company acknowledges its obligation to
Certificate Holders and will endeavor to distribute amounts equal to Certificate
Holders' principal and accrued interest to them as early as possible.
As a result of the put agreed to by Mr. Kruger, the term of the Trust
will be extended to the earlier of, (i) the full redemption of all Certificate
Holders' accounts, or (ii) December 31, 2004, or as soon thereafter as the
Trustee can distribute the Trust assets. Any PalWeb Shares remaining in the
Trust will be distributed to the Company, unless Mr. Kruger defaults and
Certificates have not been fully redeemed, in which case the PalWeb Shares, in
the discretion of the Trustee, can be distributed pro rata to Certificate
Holders or sold by the Trustee and the proceeds distributed to the Certificate
Holders. Cash will be distributed in lieu of fractional shares.
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There is a risk that the combination of the sale of specific assets,
sale of PalWeb Shares, the Company's cash flow from operations and Mr. Kruger's
financial ability to honor the put will not be adequate to fully return all
amounts due to Certificate Holders.
This Notice does not constitute legal or financial advice, and
Certificate Holders are encouraged to consult their personal advisors.
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* The 20% per year beginning in December, 2000, is based on December, 2000
account balances. Under the Plan, in 2001, 25% of the 2001 account balances must
be redeemed; in 2002, 33 1/3% of the 2002 account balances must be redeemed; in
2003, 50% of the 2003 account balances must be redeemed and in 2004, 100% of the
2004 account balances must be redeemed.
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