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EXHIBIT 99.1
SECOND SUPPLEMENTAL NOTICE TO
INVESTMENT CERTIFICATE HOLDERS
OF
PACECO FINANCIAL SERVICES, INC.
DECEMBER 20, 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
and the Supplemental Notice dated November 3, 2000 (the "Plan"). The Plan
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 (the "Put"). Mr.
Kruger has agreed to purchase the PalWeb Shares, if the Put is exercised, 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
(the "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 of each year 2001 through 2004 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 2001 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 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.
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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. The current 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
THAT IN ANY WAY, DIRECTLY OR INDIRECTLY, RELATES TO THE PASSBOOK ACCOUNTS AND
TIME CERTIFICATES OFFERED AND SOLD BY PACECO, EXCEPT LITIGATION TO ENFORCE THE
PUT, AGAINST MR. KRUGER, 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. 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, UNLESS SUCH
LITIGATION IS DISMISSED WITHIN 30 DAYS AFTER NOTICE TO THE TRUSTEE OF THE
LITIGATION. LITIGATION BY MR. BRETT WIMBERLEY OR AFFILIATES OF MR. KRUGER WILL
NOT RELEASE THE PUT.
The Put Agreement contains an extension of certain statutes of
limitations to March 15, 2002. A statute of limitations operates to bar a claim
if the claim is not acted on by filing an action in court within a stated period
of time after the claim rose. The Company and Mr. Kruger have agreed that if any
claim a Certificate Holder may have against the Company or Mr. Kruger arising
out of a purchase of an investment certificate would be barred by a statute of
limitations running during the period of November 3, 2000 through March 15,
2002, the Company and Mr. Kruger will extend such statute to March 15, 2002. As
a result of the extension, such claim would not be barred until after March 15,
2002. Any Certificate Holder who has a question about this extension of the
statute of limitations should consult his or her legal counsel or call the
Company at (405) 360-5047. This Notice is not intended as legal advice, nor is
it a complete explanation of statutes of limitations.
Steve Owens, a Certificate Holder, has agreed to serve as an
independent Advisory Director to the Company and to PalWeb Corporation, subject
to his review of final documents and terms of the Plan. As an Advisory Director,
Mr. Owens will receive notice of all Board meetings. He will be entitled to
attend Board meetings and participate in discussions, but will not vote as a
Director. Mr. Owens' role will be advisory only.
The Company has applied for a $5 million life insurance policy on the
life of Mr. Kruger. The Trustee of the Trust created to hold the PalWeb Shares
for the benefit of Certificate Holders will be named as the beneficiary of the
life insurance policy. The Company will continue the policy in force until the
earlier of the receipt by Certificate Holders of all of their investment plus
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interest or December 31, 2004. In the event of Mr. Kruger's death, the proceeds
of the life insurance would be distributed to Certificate Holders to the extent
of their account balances (principal plus accrued interest) and the remainder
would be distributed to the estate of Mr. Kruger.
The Company has agreed with the Department of Securities of the State
of Oklahoma (the "Department") that it will maintain its books and records and
the books and records of its subsidiary, Pace Properties, L.L.C., until December
31, 2006.
The Department has issued a "no action" letter to the Company
signifying that the Department has examined terms of the redemption of
Certificate Holders' investments and that the Department will take no action
against the Company or its officers, directors, shareholders, employees and
agents if the Plan is implemented as proposed and all Certificate Holders
receive their full account balances of principal and accrued interest by
December 31, 2004.
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. Distributions to
Certificate Holders will be made pro rata in the same proportion that each
Certificate Holder's Account Balance bears to the total Balance of Deposits at
the time of each distribution.
While the PalWeb Shares are held by the Trustee, the Trustee may
exercise the voting rights pertaining to the PalWeb Shares. The Trust Agreement
requires that the Trustee vote the PalWeb Shares in proportion to the votes of
all other shares that are voted, unless such vote, in the Trustee's judgment,
would adversely affect the rights of Certificate Holders. In that case, the
Trustee may vote the PalWeb Shares as the Trustee deems to be in the best
interest of Certificate Holders. Mr. Bill English has been designated the
Trustee of the Trust. Mr. English may be contacted at (405) 321-0314.
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.
Questions concerning this Notice may be directed to Mark Kidd of the
Company at (405)360-5047. The Company's Duncan office has been closed and its
new mailing address is 2500 South McGee, Suite 147, Norman, OK 73072. Copies of
the Put Agreement and Trust Agreement are available to Certificate Holders on
request.
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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. The December, 2000 distribution will be made by the
Company without resort to the Put. 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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