<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
SCHEDULE 13D
Information to be included in statements filed pursuant to
Rule 13d-1(a) and amendments thereto filed
pursuant to Rule 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
JB Oxford Holdings, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
46610710
- --------------------------------------------------------------------------------
(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9th Street,
Cleveland, Ohio 44114, 216-736-7204
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 26, 1998
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 28 Pages
<PAGE> 2
<TABLE>
<CAPTION>
13D
CUSIP NO. 46610710 PAGE 2 OF 28 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THIRD CAPITAL PARTNERS, LLC
- -------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [___]
(b) [___]
- -------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [___]
- -------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TENNESSEE
- -------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,740,992
----------------------------------------------------------
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
-0-
EACH
----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 7,740,992
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,740,992
- -------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [___]
- -------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.4%
- -------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
13D
CUSIP NO. 46610710 PAGE 3 OF 28 PAGES
<S> <C> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHRISTOPHER L. JARRATT
- -------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_____]
(b) [_____]
- -------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [____]
- -------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- -------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,048,911
--------------------------------------------------------------
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
--------------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
11,048,911
PERSON --------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,048,911
- -------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [____]
- -------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.7%
- -------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
13D
CUSIP NO. 46610710 PAGE 4 OF 28 PAGES
<S> <C> <C>
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES G. LEWIS
- -----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [____]
(b) [____]
- -----------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- -----------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [____]
- -----------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
- -----------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 792,800
----------------------------------------------------------
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
----------------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
792,800
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
792,800
- -----------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [___]
- -----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- -----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
CUSIP No. 46610710
Pursuant to Rule 13d-1(k)(1), this Schedule 13D Statement is filed
jointly on behalf of Third Capital Partners, LLC, a Tennessee limited liability
company ("Third Capital Partners"), Christopher L. Jarratt and James G. Lewis
for the purpose of reporting, among other matters, (1) acquisitions by Third
Capital Partners of beneficial ownership of shares of common stock , $0.01 par
value per share (the "Shares"), of JB Oxford Holdings, Inc., a Utah corporation
("JB Oxford"), (2) the grant to Mr. Jarratt of the right to vote all Shares now
owned or hereafter acquired by Felix Oeri or Oeri Finance, Inc. ("Oeri
Finance"), (3) the grant to Mr. Jarratt and others of a right of first refusal
to purchase all Shares now owned or hereafter acquired by Mr. Oeri or Oeri
Finance, (4) the acquisitions by Mr. Jarratt and Mr. Lewis of options to acquire
Shares, and (5) the acquisition by Third Capital Partners and Mr. Jarratt of
control of JB Oxford.
Item 1. Security and Issuer.
-------------------
This Schedule 13D Statement relates to the Shares of JB Oxford which
has its principal executive offices at 9665 Wilshire Boulevard, Third Floor,
Beverly Hills, California 90212.
Item 2. Identity and Background.
-----------------------
(a) The persons filing this Schedule 13D are Third Capital Partners, Mr.
Jarratt and Mr. Lewis. Mr Jarratt is the Chief Manager and Chief Executive
Officer and a member of Third Capital Partners.
(b) The address of Third Capital Partners, and the business address of
Mr. Jarratt and Mr. Lewis, is 314 Church Street, Ninth Floor, Nashville,
Tennessee 37201.
(c) Third Capital Partners was formed in May 1998 for the principal
purpose of effecting the transactions described in this Schedule 13D. Mr.
Jarratt's principal occupation is Chief Executive Officer and Chief Manager of
Third Capital, LLC, a Tennessee limited liability company ("Third Cap"), that
engages in investment and advisory services. Mr. Lewis's principal occupation is
Chief Operating Officer of Third Cap. Mr. Jarratt and Mr. Lewis are both members
of Third Cap. As described in this Schedule 13D, Mr. Jarratt has been elected
Chairman and Chief Executive Officer of JB Oxford, and Mr. Lewis has been
elected interim President and Chief Operating Officer of JB Oxford.
(d) Negative with respect to Third Capital Partners, Mr. Jarratt and
Mr. Lewis.
(e) Negative with respect to Third Capital Partners, Mr. Jarratt and
Mr. Lewis.
(f) Third Capital Partners is a limited liability company organized under
the laws of the state of Tennessee. Mr. Jarratt and Mr. Lewis are each citizens
of the United States of America.
Page 5 of 28 Pages
<PAGE> 6
CUSIP No. 46610710
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The JB Oxford 9% Senior Convertible Notes (the "Convertible Notes") and
the newly-issued 9% Secured Convertible Notes (the "New Notes") reported herein
as having been acquired by Third Capital Partners were acquired for the
aggregate purchase price of approximately $5.4 million with $3.9 million in
working capital of Third Capital Partners and a $1.5 million note issued by
Third Capital Partners to Oeri Finance (the "Oeri Note"). The Oeri Note bears
interest at 8.0% per annum and principal must be paid in installments of
$750,000 on December 31, 1998 and June 1, 1999. The Oeri Note is secured by a
pledge of the Convertible Notes that are reported herein as having been
acquired by Third Capital Partners from Oeri Finance. A copy of the Oeri Note
is attached hereto as Exhibit 7.1 and a copy of the Pledge Agreement Regarding
Notes of JB Oxford (the "Pledge") is attached hereto as Exhibit 7.2. The Oeri
Note and the Pledge are incorporated by reference.
Mr. Jarratt paid $51,000 for the 47,500 Shares owned by him from personal
funds. Mr. Jarratt's wife paid $31,000 for the 40,000 Shares owned by her, and
beneficially owned by Mr. Jarratt, from her personal funds.
Mr. Lewis paid $37,000 for the 42,800 Shares owned by him from personal
funds.
Each of Mr. Jarratt and Mr. Lewis may exercise the options to acquire
Shares issued to each of them for $1.3125 per Share.
No separate consideration was paid for the grant to Mr. Jarratt, or his
designee, of the right to vote all Shares now or hereafter owned by Mr. Oeri and
Oeri Finance (the "Irrevocable Proxy") or for the grant to Third Capital
Partners, along with 3421643 Canada Inc. (the "Bier Group"), of a right of first
refusal to purchase such Shares and any options or warrants of JB Oxford now or
hereafter acquired by Oeri and Oeri Finance (the "Right of First Refusal"). A
copy of the Right of First Refusal, attached to which as Exhibit A is the
Irrevocable Proxy, is attached hereto as Exhibit 7.3. The Right of First Refusal
and the Irrevocable Proxy are incorporated by reference.
Item 4. Purpose of Transaction.
-----------------------
Commencing May 26, 1998, Third Capital Partners purchased the Shares and
entered into the other transactions described herein, to acquire control of JB
Oxford. Pursuant to a Purchase Agreement, dated as of May 21, 1998, by and among
JB Oxford, Third Capital Partners, the Beir Group, Mr. Oeri and Oeri Finance,
and in related transactions, the following transactions were effected:
1. Third Capital purchased approximately $3.4 million in
outstanding principal amount of the Convertible Notes from Oeri
Finance, with JB Oxford agreeing to reduce the conversion ratio from
$1.00 to $0.70 per Share and Third Capital Partners agreeing to extend
the maturity date of the Convertible Notes to December 31, 1999. The
Bier Group also purchased approximately $500,000 in
Page 6 of 28 Pages
<PAGE> 7
CUSIP No. 46610710
outstanding principal amount of the Convertible Notes from Oeri Finance
with the same modifications to the Convertible Notes as agreed to by JB
Oxford and Third Capital Partners. These transactions were completed on
May 26, 1998.
2. Third Capital Partners purchased from JB Oxford $2.0
million in original principal amount of the New Notes which have
substantially the same terms as the Convertible Notes, modified as
described in paragraph 1 of this Item 4, except that the New Notes are
subordinate to certain other outstanding notes of JB Oxford, and the
New Notes will be converted into a new issue of voting preferred stock
of JB Oxford if such new issue is approved by JB Oxford's shareholders
at a meeting to be held later in 1998. The preferred stock will be
convertible into Shares on the same terms as the Convertible Notes and
the New Notes. This transaction was completed on June 8, 1998.
3. Mr. Oeri and Oeri Finance granted to Mr. Jarratt, or his
designee, the Irrevocable Proxy, and granted to Third Capital Partners,
along with the Bier Group, the Right of First Refusal. This transaction
was completed on May 26, 1998.
4. Third Capital Partners, following completion of the
transactions contemplated by the Purchase Agreement, is obligated to
undertake to obtain for JB Oxford at least $7.0 million in new equity
capital as soon as practicable, but no later than September 8, 1998, on
terms to be negotiated.
5. JB Oxford's Board of Directors elected Mr. Jarratt, Mr.
Lewis, Elliott L. Bier, and Mark D. Grossi to JB Oxford's Board of
Directors. Mr. Grossi is a non-controlling member of Third Capital
Partners. JB Oxford's prior Board members, Mr. Oeri, Stephen
Rubenstein, Mitchell S.T. Wine, and John M. Broome, resigned effective
June 8, 1998, leaving Messrs. Jarratt, Lewis, Bier and Grossi as the
only directors of JB Oxford. Mr. Jarratt has been elected Chairman and
Chief Executive Officer of JB Oxford, replacing Mr. Oeri as Chairman
and Mr. Rubenstein as Chief Executive Officer. Mr. Lewis has been
elected interim President and Chief Operating Officer of JB Oxford. Mr.
Rubenstein will remain as President of JB Oxford's principal
subsidiary, JB Oxford & Company, reporting to Mr. Lewis. JB Oxford &
Company is currently conducting a search for a Chief Operating Officer.
6. JB Oxford and Third Cap entered into an advisory agreement
which calls for $30,000 monthly payments by JB Oxford to Third Cap.
Under the terms of the advisory agreement, Third Cap will provide
certain services of Messrs. Jarratt and Lewis to JB Oxford. Messrs.
Jarratt and Lewis are not required to devote all of their time and
efforts to the business of JB Oxford.
7. Mr. Jarratt and Mr. Lewis were granted options to purchase
800,000 and 750,000 Shares, respectively, under JB Oxford's Employee
Stock Option Plan. The options are exercisable at $1.3125 per Share and
vest over a three year period with
Page 7 of 28 Pages
<PAGE> 8
CUSIP No. 46610710
1/3 of the options becoming exercisable on each of the first three
anniversaries of the effective date of the grant. The options are
subject to the approval by JB Oxford's shareholders at the annual
meeting of a proposal to increase the number of Shares available for
grant under the JB Oxford Employee Stock Option Plan. If such approval
is not granted, the options provide for a formula to grant Messrs.
Jarratt and Lewis comparable compensation.
Third Capital Partners, Mr. Jarratt and Mr. Lewis reserve the right to
dispose of or acquire additional Shares and will do so depending on market
conditions, developments with respect to JB Oxford's business and other relevant
factors. In addition to the changes described in this Item 4, Third Capital
Partners, Mr. Jarratt and Mr. Lewis may, upon review of relevant information
about the business and operations of JB Oxford, propose material changes in the
business or structure of JB Oxford. None of them has any present plans or
proposals relating to any such changes.
Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D, neither Third Capital Partners, Mr. Jarratt nor Mr. Lewis
presently has plans or proposals that relate to or would result in any of the
following:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving JB Oxford or any of its
subsidiaries;
(ii) the sale or transfer of a material amount of assets of JB
Oxford or any of its subsidiaries;
(iii) a material change in the present capitalization or dividend
policy of JB Oxford;
(iv) any other material change in the business or corporate
structure of JB Oxford;
(v) a change to JB Oxford's charter or bylaws or the creation of
an impediment to the acquisition of control of JB Oxford by any person;
(vi) the delisting of the Shares from the National Association of
Securities Dealers Automated Quotation System;
(vii) a class of equity securities of JB Oxford becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or
(viii) any action similar to any of those enumerated in (i)
through (vii) above.
Third Capital Partners, Mr. Jarratt and Mr. Lewis reserve the right to
modify their plans and proposals described in this Item 4. Further, subject to
applicable laws and regulations, they may formulate plans and proposals that may
result in the occurrence of an event set forth in (i) through (viii) above or in
Item 4 of Schedule 13D.
Page 8 of 28 Pages
<PAGE> 9
CUSIP No. 46610710
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) According to the most recently available filing with the Securities
and Exchange Commission by JB Oxford, there are 14,141,205 Shares outstanding.
In accordance with their respective terms, the Convertible Notes owned by Third
Capital Partners may be converted into 4,883,850 Shares and the New Notes owned
by Third Capital Partners may be converted into 2,857,142 Shares. Assuming the
conversion of the Convertible Notes and the New Notes owned by Third Capital
Partners, there would be 21,882,197 Shares outstanding.
Third Capital Partners beneficially owns 7,740,992 Shares, or
approximately 35.4% of the outstanding Shares, assuming conversion of the
Convertible Notes and the New Notes owned by Third Capital Partners.
As Chief Manager and Chief Executive Officer of Third Capital Partners,
Mr. Jarratt may be deemed to beneficially own all such Shares that are issuable
upon conversion of the Convertible Notes and the New Notes. In addition, Mr.
Jarratt directly owns 47,500 Shares and may be deemed to beneficially own the
2,420,219 Shares subject to the Irrevocable Proxy, 800,000 options to purchase
Shares (none of which have vested), and 40,000 Shares owned by his wife.
Assuming the conversion of the Convertible Notes and the New Notes owned by
Third Capital Partners and the exercise of the options granted to Mr. Jarratt,
there would be 22,682,197 Shares outstanding. Mr. Jarratt may be deemed to own
beneficially 11,048,911 Shares, or approximately 48.7% of the outstanding
Shares, assuming conversion of the Convertible Notes and the New Notes owned by
Third Capital Partners and exercise of the options granted to Mr. Jarratt.
Mr. Lewis directly owns 42,800 Shares and may be deemed to beneficially
own 750,000 options to purchase Shares (none of which have vested). Assuming the
exercise of the options granted to Mr. Lewis, there would be 14,891,205 Shares
outstanding. Mr. Lewis may be deemed to own 792,800 Shares, or approximately
5.3% of the outstanding Shares, assuming exercise of the options granted to Mr.
Lewis.
Mr. Jarratt and Third Capital Partners disclaim beneficial interest in
any Shares beneficially owned by Mr. Lewis. Mr. Lewis disclaims beneficial
interest in any Shares beneficially owned by Third Capital Partners or Mr.
Jarratt.
(b) Mr. Jarratt, as Chief Manager and Chief Executive Officer of Third
Capital Partners, has sole power to vote, or to direct the voting of, and the
sole power to dispose or to direct the disposition of, the Shares owned by Third
Capital Partners.
Other than the Shares owned by his wife, Mr. Jarratt has sole power to
vote, or to direct the voting of, and the sole power to dispose or to direct the
disposition of, the Shares owned by him.
Mr. Lewis has sole power to vote, or to direct the voting of, and the
sole power to dispose or to direct the disposition of, the Shares owned by him.
Page 9 of 28 Pages
<PAGE> 10
CUSIP No. 46610710
(c) During the past 60 days, Third Capital Partners purchased the
Convertible Notes, which are convertible into 4,883,850 Shares, for
approximately $3.4 million, and the New Notes, which are convertible into
2,857,142 Shares for $2.0 million. The Convertible Notes were acquired from Oeri
Finance in a private transaction. The New Notes were acquired from JB Oxford in
a private transaction.
Mr. Jarratt acquired the Irrevocable Proxy from Mr. Oeri and Oeri
Finance in a private transaction for no additional consideration. The options
to purchase 800,000 Shares were granted to Mr. Jarratt on June 8, 1998. The
options are exercisable for $1.3125 per Share. In addition, Mr. Jarratt
purchased Shares in open market transactions as set forth below:
<TABLE>
<CAPTION>
Approximate Per Share Price
Date Number of Shares (Excluding Commissions)
-------------- ---------------- -----------------------
<S> <C> <C>
April 15, 1998 7,500 $0.8125
April 27, 1998 40,000 $1.125
</TABLE>
Mr. Jarratt's wife purchased Shares in open market transactions as
set forth below:
<TABLE>
<CAPTION>
Approximate Per Share Price
Date Number of Shares (Excluding Commissions)
-------------- ---------------- -----------------------
<S> <C> <C>
April 8, 1998 17,200 $0.75
April 15, 1998 22,800 $0.8125
</TABLE>
During the past 60 days, Mr. Lewis was granted options to purchase
750,000 Shares on June 8, 1998, and Mr. Lewis purchased 42,800 Shares in open
market transactions as set forth below:
<TABLE>
<CAPTION>
Approximate Per Share Price
Date Number of Shares (Excluding Commissions)
------------- ---------------- -----------------------
<S> <C> <C>
April 7, 1998 12,000 $0.8125
April 7, 1998 4,000 $0.7812
April 9, 1998 5,000 $0.8125
April 9, 1998 5,000 $0.8755
April 13, 1998 10,000 $0.8755
April 14, 1998 6,800 $1.00
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
Page 10 of 28 Pages
<PAGE> 11
CUSIP No. 46610710
Item 6. Contracts, Arrangements, Understandings or Relationships With
-------------------------------------------------------------
Respect to Securities of the Issuer.
-----------------------------------
Reference is made to the Pledge which is described in Item 3 hereof and
a copy of which is attached hereto as Exhibit 7.2, and reference is made to the
Right of First Refusal and the Irrevocable Proxy which are described in Items 3,
4 and 5 hereof and attached hereto as Exhibit 7.3.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 7.1 $1.5 million promissory note issued by Third
Capital Partners to Oeri Finance
Exhibit 7.2 Pledge Agreement Regarding Notes of JB Oxford
by and between Third Capital Partners, as Pledgor,
and Oeri Finance, as Pledgee
Exhibit 7.3 Right of First Refusal among Oeri Finance, the
Bier Group and Third Capital Partners, including
Irrevocable Proxy as Exhibit A
Exhibit 7.4 Joint Filing Agreement
Page 11 of 28 Pages
<PAGE> 12
CUSIP No. 46610710
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 6, 1998 THIRD CAPITAL PARTNERS, LLC
By: /s/ Christopher L. Jarratt
----------------------------------
Christopher L. Jarratt
CHRISTOPHER L. JARRATT
/s/ Christopher L. Jarratt
-------------------------------------
JAMES G. LEWIS
/s/ James G. Lewis
-------------------------------------
Page 12 of 28 Pages
<PAGE> 13
CUSIP No. 46610710
Exhibit Index
-------------
Exhibit 7.1 $1.5 million promissory note issued by Third
Capital Partners to Oeri Finance
Exhibit 7.2 Pledge Agreement Regarding Notes of JB Oxford
by and between Third Capital Partners, as Pledgor,
and Oeri Finance, as Pledgee
Exhibit 7.3 Right of First Refusal among Oeri Finance, the
Bier Group and Third Capital Partners, including
Irrevocable Proxy as Exhibit A
Exhibit 7.4 Joint Filing Agreement
Page 13 of 28 Pages
<PAGE> 1
EXHIBIT 7.1
PROMISSORY NOTE
Final Maturity Date: June 1, 1999 $1,500,000
For value received, Third Capital Partners, LLC ("Payor") promises to
pay to Oeri Finance, Inc., or permitted assigns ("Payee") the principal sum of
One Million Five Hundred Thousand Dollars and no cents ($1,500,000) in lawful
tender of the United States of America for the payment of debts, public and
private, (or by wire transfer of such amount in immediately available funds) in
accordance with the payment schedule set forth below, but in any event on or
before June 1, 1999 at Oeri Finance, Inc., Peter Merian-Strasse 50, CH-4002
Basel, Switzerland, or at such other location as Payee may designate by written
notice delivered to Payor, with interest thereon as below provided.
Interest on the principal balance of this Note from time to time
outstanding shall accrue from the date hereof or the most recent date to which
interest has been paid at the annual rate of eight percent (8.0%) per annum, and
shall be payable monthly on the last business day of each month, commencing June
30, 1998 and upon final payment of the principal balance outstanding. Such
interest accruals shall be computed on the basis of a 360 day year consisting of
12 months of 30 days each, and the actual number of days elapsed within any such
month to or from the date of a payment of interest or of principal. Principal
payments of Seven Hundred Fifty Thousand Dollars ($750,000) each shall be due on
December 31, 1998 and June 1, 1999.
This Note is secured in accordance with that certain Pledge Agreement
of even date herewith by and between Third Capital Partners, LLC and Oeri
Finance, Inc.
If any payment of interest is not paid within ten days of the date on
which it was due, the Payee may, at any time prior to the receipt of payment of
all interest due (including interest on overdue interest), declare the principal
balance of this Note due and payable in full immediately, whereupon such
principal balance shall become due and payable in full immediately together with
all interest accrued thereon.
The principal balance of, and accrued interest on, this Note may be
prepaid at any time or times, in whole or in part, by the Payor without premium
or penalty. Prepayments so made shall be
Page 14 of 28 Pages
<PAGE> 2
allocated first to accrued and unpaid interest to the date of payment and then
to principal.
If suit or other legal proceedings shall be instituted to collect on
this Note, the Payor agrees to pay to the Payee such additional amount as may be
fixed as reasonable attorneys' fees and costs of collection.
This Note shall be governed by and enforced in accordance with the laws
of the State of California, United States of America.
Executed at Basel, Switzerland, this 26th day of May, 1998.
Third Capital Partners, LLC
By /s/ James G. Lewis
---------------------------
Page 15 of 28 Pages
<PAGE> 1
EXHIBIT 7.2
PLEDGE AGREEMENT REGARDING NOTES
OF JB OXFORD HOLDINGS, INC.
THIS PLEDGE AGREEMENT (this "Pledge Agreement"), is executed this 26th
day of May, 1998, by and between Third Capital Partners, LLC, a Tennessee
limited liability Company ("Pledgor"), and Oeri Finance Inc., a Swiss
corporation ("Pledgee"), with reference to the following recitals:
RECITALS
Pursuant to that certain Purchase Agreement dated as of May 21, 1998
between Pledgor and Pledgee and other parties (the "Purchase
Agreement"), Pledgee has agreed to purchase from Pledgor certain
9% Senior Secured Convertible Notes (the "Notes") issued by JB
Oxford Holdings, Inc., a Utah corporation (the "Company"). Unless
otherwise defined herein, capitalized terms used herein shall have
the meanings ascribed to such terms in the Purchase Agreement.
As a condition precedent to the obligations of Pledgee under the
Purchase Agreement, Pledgor has agreed to execute and deliver to
Pledgee this Pledge Agreement, pursuant to which Pledgor shall
pledge and assign to Pledgee all of its right, title and interest
in and to the Collateral (as defined below) as security for the
prompt payment of that certain promissory note dated May ___, 1998
(the "Note"), whether or not due, matured, liquidated or
contingent, and including obligations of performances as well as
payment, and interest that accrues after the commencement of any
bankruptcy or insolvency proceeding by or against Pledgor
(collectively, the "Secured Obligations").
NOW THEREFORE, in reliance on the foregoing recitals and for good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Pledgor and Pledgee hereby agree as follows:
SECTION 1. PLEDGE.
A. Pledgor hereby pledges, mortgages, assigns and grants to Pledgee,
as collateral security for the prompt payment and performance of
the Secured Obligations, a security interest in all of the
following (the "Collateral"):
that certain Senior Secured Convertible Note, Certificate No. ____, in
the face amount of $3,418,695.59, issued by the Company, in favor
of Pledgor having a Note duly endorsed on blank or accompanied by
stock powers duly executed in blank, which certificate is being
delivered by Pledgor to the law firm of Munger, Tolles & Olson,
LLP, or such other law firm as may be agreed between the parties
(the "Pledgeholder") to be held by such Pledgeholder for the
benefit of the parties hereto, pursuant to the terms hereof; and
any and all securities now or hereafter issued in substitution,
exchange or replacement for the Pledged Stock, or with respect
thereto, including, without limitation, as a result of
Page 16 of 28 Pages
<PAGE> 2
any reorganization, recapitalization or other readjustment of the
Company or any other company issuing such Pledged Stock, or as the
result of any stock split or right to subscribe accruing because
of the Pledged Stock.
Not withstanding anything to the contrary contained in Section 1A
above, unless and until an Event of Default (as hereafter defined)
under this Pledge Agreement has occurred, Pledgor shall be
entitled to receive and collect, or to have paid over to it, all
cash payments on the Pledged Notes.
SECTION 2. EVENT OF DEFAULT; REMEDIES.
There shall be an "Event of Default" hereunder upon Pledgor's failure
to make any payment due under the Note.
With respect to any Collateral, so long as an Event of Default has
occurred and is continuing, at the option of the Pledgee and upon
prior written notice to Pledgor, all right of Pledgor to receive
the cash payments and distributions which it would otherwise be
authorized to receive and retain shall cease, and all such rights
thereupon shall become vested in Pledgee who thereupon shall have
the sole right to receive and to hold as pledged Collateral such
payments and distributions. All dividends and other distributions
which are received by Pledgor contrary to the provisions of this
paragraph shall be received in trust for the benefit of Pledgee,
shall be segregated from other funds of Pledgor and forthwith
shall be paid over to Pledgee as Collateral in the same form as
received (with any necessary endorsements).
After the occurrence of an Event of Default and during the continuation
thereof, Pledgee may, in its sole discretion, but only after
delivery of thirty (30) days written notice to Pledgor, cause the
Collateral or any part thereof to be sold by the Pledgeholder, in
one or more sales, at public or private sale conducted by any
officer or agent of, or auctioneer or attorney for Pledgeholder,
at the Company's place of business or elsewhere, for cash, upon
credit or for further delivery, and at such price or prices a
Pledgeholder in its reasonable discretion shall determine. The
purchaser of any such Collateral (the "Foreclosure Sale
Purchaser") shall after such sale hold the same absolutely, free
from any right or claim of any kind whatsoever. Pledgeholder may,
in its reasonable discretion, at any such sale restrict the
prospective bidders or purchasers as to their number, nature of
business and investment intention, including, without limitation,
a requirement that the persons making such purchase represent and
agree, to the satisfaction of Pledgeholder, that they are
purchasing the Collateral for their own account, for investment,
and not with a view to the distribution of or resale of the
Collateral or any part thereof. The Pledgee may not buy the
Collateral, or any part thereof, at any such sale. Upon any such
sale Pledgeholder shall have the right to deliver, assign and
transfer to the Foreclosure Sale Purchaser the Collateral so sold.
Each Foreclosure Sale Purchaser at any such sale shall hold the
Collateral so sold absolutely free from any claim or right of
whatsoever kind, including, without limitation, any equity or
right of redemption of Pledgor. Pledgeholder shall give Pledgor at
least ten (10) days' written prior notice of any such public or
private sale. Such notice, in case of public sale, shall state the
time and place fixed for such sale. Any such public sale shall be
held at such time or times within ordinary business hours a
Pledgeholder shall fix in the notice of such sale. At any such
sale, the Collateral may be sold in the aggregate or separately.
Pledgeholder shall not be obligated to make any sale pursuant to
any such notice. Pledgeholder may, without notice or publication,
adjourn any public or private sale or cause the same to be
Page 17 of 28 Pages
<PAGE> 3
adjourned from time to time by announcement at the time and place
fixed for such sale, and any such sale may be made at any time or
place to which the same may be so adjourned without further notice
or publication. In case of any sale of all or any part of the
Collateral on credit or for future delivery, the Collateral so
sold may be retained by Pledgeholder until the selling price is
paid by the purchaser thereof, but the Pledgeholder shall not
incur any liability in case of the failure of such purchaser to
take up and pay for the Collateral so sold, and, in case of any
such failure, the Collateral may again be sold under and pursuant
to the provisions hereof.
Pledgor shall reimburse Pledgee for all reasonable costs and expense,
of whatsoever kind or nature, including, without limitation,
reasonable attorneys' fees, incurred by Pledgee in exercising any
of its rights or remedies under this Pledge Agreement. The
foregoing reimbursement obligation of Pledgor shall be secured by
the Collateral and shall be part of the Secured Obligations.
SECTION 3. APPLICATION OF PROCEEDS.
The proceeds of any sale of all or any part of the Collateral shall be
applied by Pledgeholder to the Secured Obligations in the following order: (i)
first, to the payment of all its reasonable costs in preparing for the sale or
selling all or any of its part of the Collateral, including, without limitation,
reasonable attorneys fees and costs; (ii) then, to the payment of the Secured
Obligations; and (iii) finally, any remaining proceeds shall be paid to the
Pledgor. If the proceeds are not sufficient to pay the Secured Obligations in
full, Pledgor shall remain liable for the deficiency.
SECTION 4. NO WAIVER; NO DILIGENCE REQUIRED.
No failure on the part of Pledgee to exercise, and no delay on the
part of Pledgee in exercising, and no course of dealing with
respect to, any right, power or remedy hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise by
Pledgee of any right, power or remedy hereunder preclude any other
right, power or remedy. Each right, power and remedy herein
specifically granted to Pledgee or otherwise available to it shall
be cumulative, and shall be in addition to every other right,
power, and remedy herein specifically given or now or hereafter
existing at law, in equity, or otherwise; each such right, power
and remedy, whether specifically granted herein or otherwise
existing, may be exercised at any time and from time to time as
often and in such order as may be deemed expedient by Pledgee in
its sole and complete discretion; and no course of dealing between
Pledgor and Pledgee or any delay or omission in exercising any
right, power or remedy shall operate as a waiver thereof. Should
any part of the Secured Obligations be payable in installments,
the acceptance by Pledgee at any time and from time to time of
part payment of the aggregate amount of all installments then
matured shall not be deemed to be a waiver of any Event of Default
then existing.
Pledgee shall not be liable for failure to use diligence in the
collection of the Secured Obligations, or any part thereof, or for
its failure to give notice to Pledgor of any Event of Default.
Pledgee shall not be liable for failure to use diligence to
collect any amount payable in respect of the Collateral. Pledgee
shall not be required to take any steps or actions with regard to
the Collateral requested or authorized by Pledgor unless (i)
Pledgee shall determine, in its sole discretion, that such steps
or actions will not adversely affect the value of and the rights
of Pledgee in the Collateral and (ii)
Page 18 of 28 Pages
<PAGE> 4
such request or authorization by Pledgor is make in writing and
is actually received by Pledgee.
SECTION 5. RELEASE OF COLLATERAL.
Upon payment any/or performance in full of the Secured Obligations, all
Collateral in the possession of Pledgeholder shall be immediately returned to
Pledgor and the security interests and liens granted herein in favor of to
Pledgee shall be deemed terminated and of no further force or effect.
Pledgeholder hereby agrees to execute and deliver, from time to time, any and
all further or other, instruments, and to perform such acts, as Pledgor may
reasonably request to effect the provisions of this Section 5.
SECTION 6. GOVERNING LAW.
This Pledge Agreement shall be governed by and construed in accordance
with the internal laws of the State of California.
SECTION 7. ADDITIONAL INSTRUMENTS AND ASSURANCES.
Pledgor hereby agrees to execute and deliver, from time to time, any
and all further or other, instruments, and to perform such acts, as Pledgee may
reasonably request to effect the purposes of this Pledge Agreement and to secure
to Pledgee the benefits of all rights, authorities and remedies conferred upon
Pledgee by the terms of this Pledge Agreement.
SECTION 8. NOTICES.
Except as otherwise specified in this Pledge Agreement, any notice
required to be given pursuant to this Pledge Agreement shall be given in writing
in accordance with the notice provisions in the Purchase Agreement.
SECTION 9. AMENDMENT.
This Pledge Agreement may not be amended or limited, and no provision
hereof may be waived, except by a writing executed by the party to be charged or
bound by such amendment, limitation or waiver.
SECTION 10. CREDITOR/DEBTOR RELATIONSHIP.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PLEDGEE, BY
ACCEPTING THIS PLEDGE AGREEMENT AND THE PLEDGE OF THE COLLATERAL CONTAINED
HEREIN, OR BY TAKING ANY ACTION PURSUANT HERETO WILL NOT BE, AND NEITHER PLEDGOR
NOR PLEDGEE INTEND PLEDGEE TO BE, DEEMED A PARTNER OR JOINT VENTURER WITH
PLEDGOR OR THE COMPANY, OR IN CONTROL OF PLEDGOR OR THE COMPANY. PLEDGOR AND, BY
ACCEPTING THIS PLEDGE AGREEMENT AND THE PLEDGE OF COLLATERAL CONTAINED HEREIN,
PLEDGEE, ACKNOWLEDGE AND AGREE THAT THE RELATIONSHIP OF PLEDGOR AND PLEDGEE
UNDER THIS PLEDGE AGREEMENT AND THE PURCHASE AGREEMENT IS SOLELY THAT OF LENDER
AND BORROWER, RESPECTIVELY.
Page 19 of 28 Pages
<PAGE> 5
IN WITNESS WHEREOF, Pledgor and Pledgee have duly executed this Pledge
Agreement as of the date set forth above.
PLEDGOR:
THIRD CAPITAL PARTNERS, LLC
By /s/ James G. Lewis
------------------------------------
James G. Lewis
Authorized Representative
PLEDGEE:
OERI FINANCE INC.
By /s/ Felix A. Oeri
-------------------------------------
Felix A. Oeri
Chairman and CEO
Page 20 of 28 Pages
<PAGE> 1
EXHIBIT 7.3
RIGHT OF FIRST REFUSAL
----------------------
This Agreement made and entered in as of May 27, 1998, by Felix A.
Oeri, individually, and Oeri Finance, Inc. ("Oeri Finance") (collectively, Felix
A. Oeri and Oeri Finance shall be referred to herein as "Oeri") and 3421643
CANADA INC., ("The Bier Group"), and Third Capital Partners, LLC, ("Third
Capital"). (The Bier Group and Third Capital shall be referred to collectively
as the "Stockholders").
WHEREAS, the Stockholders have agreed to purchase certain securities
issued by J. B. Oxford Holdings, Inc. (the "Corporation") from Oeri as more
fully described in the Purchase Agreement dated as of May 21, 1998 ("Purchase
Agreement"), and the covenants of Oeri as set forth in this Agreement are a
material inducement for Stockholders entering into such Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt which is
hereby acknowledged, the parties hereto agree as follows:
1. OUTSTANDING COMMON STOCK. After taking account of all purchases
described in the Purchase Agreement, Oeri hereby agrees that it shall own
2,420,419 shares of common stock of the Corporation.
2. VOTING RIGHTS. All shares of the Corporation's common stock now
owned or hereafter acquired by Oeri shall be subject to the terms of the
Irrevocable Proxy attached hereto as Exhibit A, which shall be executed by Oeri
simultaneously with the execution hereof. Christopher L. Jarratt shall have the
right to exercise in person or by their nominee or proxy all voting rights with
respect to the common stock subject to this Agreement relating to the right to
vote and to take part in or consent to any corporate or stockholders' action.
3. RIGHT OF FIRST REFUSAL. Oeri hereby grants to each of the
Stockholders, on a pro rata basis, a right of first refusal to purchase any
securities issued by the Corporation (the "Securities") which Oeri desires to
sell or transfer on the terms and conditions described below. In the event that
none of the Stockholders elect to exercise their rights of first refusal, the
Corporation, upon the direction of its Board of Directors, shall have the right
of first refusal for the rights granted to the Stockholders which are not
exercised pursuant to the provisions of this Section 3.
Page 21 of 28 Pages
<PAGE> 2
a. In the event that Oeri shall receive a Bona Fide Offer, as herein
defined, from a third party (the "Proposed Assignee") to purchase any of its
Securities and is willing to accept such Bona Fide Offer, Oeri shall promptly
send written notice (the "Notice") to the Corporation and each Stockholder
offering to sell its Securities to the respective Stockholders at the same price
and upon the same terms and conditions that are contained in the Bona Fide
Offer. The Notice shall contain a true and complete copy of the Bona Fide Offer,
setting forth the price and all terms and conditions with the names, addresses
(both home and office) and businesses or other occupations of the Proposed
Assignee. (In the event such sale relates is to be an open market sale, such
notice shall specify the number of shares to be sold, the price at which Oeri
will sell the shares to the open market and specify that such sale will be
completed within 45 days after the expiration of this right of First Refusal.)
b. As used herein, the term "Bona Fide Offer" shall mean an offer in
writing, signed by the Proposed Assignee (who must be a person or persons
financially capable of carrying out the terms of such Bona Fide Offer), in a
form legally enforceable against such Proposed Assignee.
c. Whenever, under this Agreement, a Bona Fide Offer to purchase the
Securities has been received, and written notice thereof has been sent to the
Corporation and the Stockholders by the Oeri, the following procedure shall be
complied with:
(1) For a period of thirty (30) days from receipt of the Notice,
each Stockholder shall have the option to purchase the securities of Oeri on a
pro rata basis based upon each Stockholders then current ownership of securities
issued by the Corporation. Such option to be exercised by written notice to Oeri
and all the Stockholders. If no Stockholder elects to exercise any right of
first refusal, the Corporation shall then have a ten (10) day period to exercise
any rights of first refusal not otherwise elected by the Stockholders.
Notwithstanding the foregoing, the Stockholder shall have only seven (7) days,
and the Company shall have only three (3) days thereafter, in which to exercise
such purchase option if the sale of securities by Oeri involves an open market
sale of less than 200,000 shares of common stock.
(2) If the Corporation or the Stockholders do not elect, within
the prescribed time periods, to purchase the Securities covered by the Bona Fide
Offer (or such Stockholder notice to sell securities in the public markets),
Oeri shall have the right to accept the Bona Fide Offer and to sell such stock,
but only in strict accordance with all of the provisions of the Bona Fide Offer
and only if the sale is fully consummated within ninety (90) days after the
mailing of the Notice.
Page 22 of 28 Pages
<PAGE> 3
4. TERMINATION. This Agreement shall terminate upon the written
agreement of all the Stockholders to that effect, or upon Oeri providing written
notice to the Shareholders that it no longer owns Five percent (5%) or more of
any Securities issued by the Corporation.
5. SPECIFIC PERFORMANCE. The parties hereby declare that it is
impossible to measure in money the damages which will accrue to a party hereto
by reason of failure to perform any of the obligations under this Agreement.
Therefore, if any party hereto shall institute any action or proceeding to
enforce the provisions hereof, the defendant or defendants against whom such
action or proceeding is brought hereby waives the claim or defense therein that
such party has an adequate remedy at law and such person shall not urge in any
action or proceeding the claim or defense that such remedy at law exists.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The warranties,
representations, covenants and agreements set forth herein shall be continuous
and shall survive the termination of this Agreement or any part hereof.
7. ENTIRE AGREEMENT. This Agreement, together with the Purchase
Agreement and the Irrevocable Proxy attached hereto, contains the entire
understanding between the parties hereto with respect to the transactions
contemplated hereby, and such agreements supersede in all respects all written
or oral understandings and agreements heretofore existing between the parties
hereto.
8. AMENDMENT AND WAIVER. This Agreement may not be modified or amended
except by an instrument in writing duly executed by the parties hereto. No
waiver or compliance with any provision or condition hereof and no consent
provided for herein shall be effective unless evidenced by an instrument in
writing duly executed by the party hereto sought to be charged with such waiver
or consent.
9. NOTICES. Notices and requests required or permitted hereunder shall
be deemed to be delivered hereunder if mailed with postage prepaid or delivered,
in writing as follows:
Felix A. Oeri
Oeri Finance Inc.
Peter Merian-Strasse 50
CH-4002 Basel, Switzerland
Christopher L. Jarratt
Third Capital Partners, LLC
Page 23 of 28 Pages
<PAGE> 4
314 Church Street
Nashville, TN 37201
Elliot L. Bier
3421643 Canada Inc.
c/o Adessky Poulin
Place Canada Trust, 18th Floor
999 de Maisonneuve Blvd. W.
Montreal, Quebec H3A 3L4
10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and all such counterparts shall constitute one and the same
instrument.
11. CAPTIONS. Captions used herein are for convenience only and are not
a part of this Agreement and shall not be used in construing it.
12. EXECUTION OF DOCUMENTS. At any time and from time to time, the
parties hereto shall execute such documents as are necessary to effect this
Agreement.
13. REMEDIES.
a. EXPENSES. Each of the parties to this Agreement shall pay its own
expenses in connection with this Agreement and the transactions contemplated
hereby, including the fees and expenses of its counsel, certified public
accountants and other experts.
b. ASSIGNABILITY. This Agreement shall not be assignable by any of
the parties to this Agreement without the prior written consent of all other
parties to this Agreement.
c. GOVERNING LAW. This Agreement has been negotiated and prepared and
shall be performed in the State of Tennessee, and the validity, construction and
enforcement of, and the remedies under, this Agreement shall be governed in
accordance with the laws of the State of Tennessee (except that if any choice of
law provision under Tennessee law would result in the application of the law of
a state or jurisdiction other than the State of Tennessee, such provision shall
not apply).
d. SEVERABILITY OF PROVISIONS. The invalidity of unenforceability of
any particular provision hereof shall not affect the remaining provisions of
this
Page 24 of 28 Pages
<PAGE> 5
Agreement, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were omitted.
e. SUCCESSORS AND ASSIGNS. The rights and obligations of the parties
hereunder shall inure to the benefit of, and be binding and enforceable upon the
respective (heirs - if personal), successors, assigns and transferees of either
party.
f. RELIANCE. All representations and warranties contained herein, or
any certificate or other instrument delivered in connection herewith, shall be
deemed to have been relied upon by the parties hereto, notwithstanding any
independent investigation made by or on behalf of such parties.
g. TIME. Time is of the essence in this Agreement.
h. EXHIBITS. The Exhibits to this Agreement are incorporated by
reference herein and are made a part hereof as if they were fully set forth
herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WITNESSES:
/s/ Max Husmann
- -------------------------- OERI FINANCE INC.
Print Name: Max Husmann
---------------
By: /s/ Felix A. Oeri
/s/ James G. Lewis ----------------------------
- -------------------------- Felix A. Oeri
Print Name: James G. Lewis Authorized Representative
--------------
/s/ Max Husmann /s/ Felix A. Oeri
- -------------------------- --------------------------------
Print Name: Max Husmann FELIX A. OERI
---------------
/s/ James G. Lewis
- --------------------------
Print Name: James G. Lewis 3421643 CANADA INC.
---------------
By: /s/ Elliot L. Bier
/s/ Max Husmann ----------------------------
- -------------------------- Elliot L. Bier
Print Name: Max Husmann Authorized Representative
---------------
/s/ James G. Lewis
- --------------------------
Print Name: James G. Lewis
---------------
Page 25 of 28 Pages
<PAGE> 6
/s/ A.R. Laubenstein
- ---------------------------- THIRD CAPITAL PARTNERS, LLC
Print Name: A.R. Laubenstein
----------------
By: /s/ Christopher L. Jarratt
/s/ Viola Collins ---------------------------
- ---------------------------- Christopher L. Jarratt
Print Name: Viola Collins Chief Manager
----------------
Attachments
- -----------
Exhibit A Irrevocable Proxy
Page 26 of 28 Pages
<PAGE> 7
EXHIBIT A
---------
IRREVOCABLE PROXY
-----------------
I, Felix A. Oeri, in my individual capacity and as authorized representative of
Oeri Finance, Inc. (collectively "Oeri"), being the holder of 2,420,419 shares
of the common stock of J. B. Oxford Holdings, Inc., a Utah corporation (the
"Corporation"), do hereby appoint, coupled with an interest, Christopher L.
Jarratt to be the true and lawful proxy for Oeri, with full power of
substitution and revocation, for a period commencing on May 27, 1998 and ending
on the date which is the earlier of: (i) the date on which Oeri no longer owns
any common stock of said Corporation, or (ii) the latest date for which an
irrevocable proxy can be outstanding under applicable law, to vote as Oeri's
proxy all shares in the Corporation owned by Felix A. Oeri or Oeri Finance,
Inc., at any and all meetings, regular or special, of the stockholders of said
corporation or any adjournments thereof which may be held during the stated
period or any action by written consent of shareholders in lieu of meeting,
giving and granting as Oeri's proxy all the power to the same extent and with
the same effect as Oeri would possess if personally present at any meeting, said
individuals being authorized to vote in their sole discretion to elect the Board
of Directors of the corporation, for or against the disposition of all assets
belonging to the Corporation, for or against the liquidation of the Corporation
and for or against any and all other matters to come to the attention to the
shareholders at any meeting or at any continuation thereof.
Witnesses to all Parties: OERI FINANCE INC.
/s/ Max Husmann
- -------------------------- By: /s/ Felix A. Oeri
Print Name: Max Husmann ---------------------------
--------------- Felix A. Oeri
Authorized Representative
/s/ James G. Lewis
- --------------------------
Print Name: James G. Lewis /s/ Felix A. Oeri
--------------- -----------------------------
FELIX A. OERI
Page 27 of 28 Pages
<PAGE> 1
EXHIBIT 7.4
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: July 6, 1998 THIRD CAPITAL PARTNERS, LLC
By: /s/ Christopher L. Jarratt
------------------------------
Christopher L. Jarratt
CHRISTOPHER L. JARRATT
/s/ Christopher L. Jarratt
--------------------------------
JAMES G. LEWIS
/s/ James G. Lewis
---------------------------------
Page 28 of 28 Pages
