UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): February
22, 1999
JB Oxford Holdings, Inc.
(Exact name of registrant as specified in its charter)
UTAH 0-16240 95-4099866
(State of incorporation (Commission File (I.R.S. Employer
or organizaiton) Number) Identification
No.)
9665 Wilshire Blvd., Suite 300; Beverly Hills, 90212
California
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (310) 777-8888
code
Item 5. Other Events.
On February 18, 1999, JB Oxford Holdings, Inc. ("JB Oxford")
established the JB Oxford Revocable Government Trust (the
"Trust") pursuant to a trust agreement between JB Oxford and
Third Capital Partners, LLC, as trustee (the "Trust Agreement").
Christopher L. Jarratt, JB Oxford's Chairman and Chief Executive
Officer, is the chief manager of Third Capital Partners, LLC, a
Tennessee limited liability company ("Third Capital"). On
February 12 and 22, 1999, the Trust purchased 469,540 shares of
JB Oxford's common stock for an aggregate purchase price of
$586,915 in a series of transactions with the proceeds of a loan
from JB Oxford. The Trust executed a promissory note in favor of
JB Oxford in the amount of $586,915 (the "Note"). The Trust will
terminate on the first to occur of (1) February 18, 2001 or (2)
the completion of the investigation of JB Oxford being conducted
by the U.S. Attorney's Office in Los Angeles, the Federal Bureau
of Investigation and the Securities and Exchange Commission.
The Trust Agreement and Note are attached to this Form 8-K as
Exhibit 10.1 and are incorporated herein by reference. A press
release issued by JB Oxford regarding the share repurchase is
attached hereto as Exhibit 99.1.
Concurrently with the purchase of the 469,540 shares, JB
Oxford and Third Capital relinquished their rights of first
refusal, dated May 27, 1998, to any remaining shares owned by
Oeri Finance, Inc., a Swiss investment firm headed by former JB
Oxford board member Felix A. Oeri. Oeri Finance agreed to
forgive and cancel a demand note made by JB Oxford on July 7,
1997 in the original face amount of $1,213,125, which at
cancellation had a outstanding principal balance of $728,125. In
addition, JB Oxford agreed to convey and assign to Oeri Finance
all right, title and interest it has to (1) the name "Oxford
Partners" outside of the Continental United States and (2) any
furnishings, fixtures and equipment owned by JB Oxford which are
currently located in Basel, Switzerland, and, in exchange, Oeri
Finance agreed (1) to convey and assign to JB Oxford all right,
title and interest it has to the name "JB Oxford & Company" and
(2), together with Felix Oeri, to fully and forever release JB
Oxford and its subsidiary, JB Oxford & Company, only from any and
all claims for compensation or other business expenses due, or
allegedly due, to Oeri Finance and/or Felix Oeri relating to JB
Oxford's prior brokerage operation in Basel, Switzerland. This
release does not include any release as to the clearing deposit
held by JB Oxford & Company pursuant to an agreement.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) EXHIBITS
10.1 JB Oxford Revocable Government Trust Agreement,
dated as of February 18, 1999, by and between JB
Oxford Holdings, Inc. and Third Capital Partners,
LLC, as Trustee
99.1 Press Release dated March 8, 1999
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: March 8, 1999 JB OXFORD HOLDINGS, INC.
/s/ Michael J. Chiodo
By: Michael J. Chiodo
Its: Chief Financial Officer
Exhibit 10.1
JB OXFORD REVOCABLE
GOVERNMENT TRUST AGREEMENT
THIS JB OXFORD REVOCABLE GOVERNMENT TRUST AGREEMENT
("Agreement") is made and entered into as of the 18th day of
February, 1999, by and between JB OXFORD HOLDINGS, INC., a Utah
corporation (the "Company"), and THIRD CAPITAL PARTNERS, LLC, a
Tennessee limited liability company, as Trustee (the "Trustee").
A. The Company purchased 100,000 shares of its common
stock, $0.01 par value per share (the "Common Stock"), from
E.B.C. Trust Corporation (the "EBC Shares") on February 12, 1999.
The EBC Shares, now registered in the name of the Company, are
represented by Certificate No. A2853.
B. The Company purchased 369,540 shares of its Common
Stock from Oeri Finance, Inc. (the "Oeri Shares") on the date
hereof. The Oeri Shares are represented by Certificate
No. A2632.
C. The certificate representing the Oeri Shares is
currently being held by the United States Federal Government in
connection with an investigation of the Company being conducted
by the U.S. Attorney's Office in Los Angeles, the Federal Bureau
of Investigation and the Securities and Exchange Commission (the
"Investigation").
D. The Company believes it desirable to create a trust
fund to purchase and hold the EBC Shares and the Oeri Shares to
secure its obligations, if any, to the United States and its
agencies and instrumentalities in connection with the
Investigation. Subject to the terms of this Agreement, such
trust fund will be for the benefit of the United States and its
agencies and instrumentalities.
E. The Trustee is willing to purchase, hold, manage and
distribute that trust fund upon all of the terms and conditions
set forth in this Agreement.
AGREEMENT
Based upon the foregoing, and in consideration of the mutual
covenants set forth in this Agreement, the Trustee accepts the
Trust (as defined below) created hereby and agrees to hold all
property which it may receive in trust for the purposes and on
the terms and conditions set forth herein, and the parties hereto
hereby agree as follows:
1. Definitions. As used in this Agreement:
1.1 "Assets" shall mean the cash, securities and other
investments from time to time held in the Trust.
1.2 "Company" shall mean JB Oxford Holdings, Inc. and
any successor to the Company or substantially all of its business
and operations.
1.3 "Trust" shall mean the trust account established
hereunder, adjusted from time to time for permissible additions
and charges hereunder.
2. The Trust.
2.1 Initial Deposit.
(a) Concurrently with the execution of this
Agreement, the Company has loaned to the Trust $586,915 which the
Trustee is instructed to immediately use to purchase the Oeri
Shares. The Trustee has executed a promissory note to the
Company for $586,915. The form of the promissory note is
attached hereto as Exhibit A.
(b) Upon purchase of the Oeri Shares, the
purchase of which will be confirmed in writing and attached to
this Agreement by the Trustee, the Trustee shall promptly deposit
such shares in a special trust account which has been established
by the Trustee for the benefit of the United States and its
agencies and instrumentalities under the name the "JB Oxford
Revocable Government Trust."
(c) Concurrently with the execution of this
Agreement, the Company shall have delivered to the Trustee
Certificate No. A2853 representing the EBC Shares, receipt of
which is acknowledged by the Trustee, which the Trustee shall
promptly deposit in the JB Oxford Revocable Government Trust. The
369,540 Oeri Shares and the 100,000 EBC Shares deposited in the
Trust shall be collectively referred to as the "Trust Shares."
2.2 Additional Deposits. After the date hereof, the
Company may direct the Trustee to accept additional trust
property, which shall be identified in an amendment to this
Agreement.
2.3 Treasury Shares; Voting of Trust Shares. Unless
the Trust Shares are distributed as provided herein, the Company
shall treat the Trust Shares as treasury shares. If permitted by
law, the Trustee shall vote the Trust Shares in connection with
any matter that is presented to the vote of the Company's
shareholders, whether at a meeting or by written consent, in such
manner as may be directed by the Board of Directors.
2.4 Direction of Investment. The Assets, other than
the Trust Shares, shall be invested and reinvested by the Trustee
in United States Treasury bills having a maturity of 30 days or
less ("30-Day Treasuries"), and all interest, income and profit
shall be added to and become a part of the Trust, and all
brokers' commissions, fees, expenses and losses, if any, relating
thereto shall be charged against the Trust. In the event that
30-Day Treasuries have matured, and the Assets invested in such
matured 30-Day Treasuries cannot immediately be reinvested in 30-
Day Treasuries, the Trustee shall place any such Assets in a
money market account pending reinvestment. Notwithstanding any
provision to the contrary in this Section 2.4, the Trustee is
hereby directed to hold uninvested such monies or to liquidate
and/or sell such monies as the Trustee, in its sole discretion,
considers necessary to meet anticipated and imminent
disbursements, including any payments pursuant to Section 5.3
hereof, without regard to any penalty or loss incurred as a
result of liquidation prior to the maturity or sale of such
Assets. To the extent the Trustee is uncertain as to the
appropriate action to be taken in regard to the investment of the
Assets, the Trustee shall be permitted to accept instructions in
that regard from the Company. The Trustee shall not be liable or
responsible for making any investment authorized by the
provisions of this Agreement, in the manner provided in this
Agreement or omitting to make any investment not authorized by
this Agreement, or for any loss resulting from any such
investment so made or omission to so make. The Trustee may deem
investments directed by the Company to be appropriate investments
without independent investigation thereof.
2.5 Summary of Activity; Access to Books and Records.
The Trustee shall, from time to time upon the request of the
Company, but not less often than quarterly, furnish the Company
with a summary of all activity relating to the Trust; and if so
requested by the Company, the Trustee shall permit the Company or
its authorized representatives (including without limitation its
independent public accountants) to access to its books and
records relating to the Trust for the purpose of auditing the
Trust and the activities therein.
2.6 Taxes. Unless the Company elects to prepare and
file the tax returns of the Trust and timely notifies the Trustee
in writing of its election to do so, the Trustee shall prepare
and file any required tax returns of the Trust. The amounts, if
any, due in respect of taxes shall be determined by the Company
if the Company elects to prepare the tax returns and gives timely
written notice to the Trustee, and otherwise shall be determined
by the Trustee. Any and all amounts due in respect of taxes
shall be paid by the Trustee out of the Assets, other than the
Trust Shares, of the Trust.
3. Use of the Trust.
3.1 Use of Assets. The Assets in the Trust shall not
be used for any purpose other than investment, as provided in
Section 2.4 hereof. The Trustee, however, may not sell or
otherwise dispose of the Trust Shares unless instructed to do so
by the Company upon the termination of the Trust in accordance
with Section 4.2 hereof.
4. Term and Termination.
4.1 Term. This Agreement shall become effective upon
the date of its execution and shall exist until terminated in
accordance with Section 4.2 hereof. The Company may under no
circumstances withdraw, or cause the Trustee to withdraw, Assets
from the Trust prior to termination.
4.2 Termination. This Agreement shall terminate on
the first to occur of the following: (i) February 18, 2001;
(ii) written notice or notices from the United States or any
agency or instrumentality thereof of the completion of the
Investigation, provided that such notice or notices must specify
that all United States agencies and instrumentalities have
completed the Investigation and the Company has no obligation to
the United States as a result thereof; or (iii) written notice
from the President of the Company directing that the
Investigation has been completed or for any other reason, in any
case specifying how the Assets are to be distributed.
4.3 Distribution on Termination. When this Trust is
terminated in accordance with Section 4.2 hereof, the Trustee
shall distribute the Assets in the Trust to the United States or
its agencies or instrumentalities or to the Company as designated
by the Company, after any deductions required or authorized by
Section 5.3 hereof. If the Trustee receives no written
directions as to the distribution of the Assets, the Trustee
shall distribute the Assets in the Trust to the Company after any
deductions required or authorized by Section 5.3 hereof.
5. The Trustee.
5.1 The Trustee's Duties and Liabilities.
5.1.1 This Agreement expressly sets forth all
the duties of the Trustee with respect to any and all
matters pertinent hereto. No implied duties or
obligations shall be read into this Agreement against
the Trustee. The Trustee shall not be liable for any
loss sustained by the Trust by reason of the purchase,
retention, sale or exchange of any investment, and the
Trustee shall incur no liability with respect thereto
except for its willful misconduct or gross negligence
as long as the Trustee has acted in accordance with the
terms and the conditions of this Agreement. The
Trustee shall not be under any duty to give the Assets
held by it hereunder any greater degree of care than it
gives its own similar property.
5.1.2 The Trustee shall not be called upon to
advise any party as to the wisdom of selling or
retaining or taking or refraining from any action with
respect to any securities or other property deposited
hereunder.
5.1.3 The Trustee makes no representation as
to the validity, value, genuineness or collectibility
of any security or other documents or instrument held
by or delivered to it.
5.1.4 The Trustee shall be entitled to rely
upon any order, judgment, certification, demand,
notice, instrument or other writing delivered to it
hereunder without being required to determine the
authenticity or the correctness of any fact stated
therein or the propriety or validity of the service
thereof. The Trustee may act in reliance upon any
instrument or signature believed by it in good faith to
be genuine and may assume, if in good faith, that any
person purporting to give notice or receipt or advice
or make any statement or execute any document in
connection with the provisions hereof has been duly
authorized to do so.
5.2 Indemnification of the Trustee. The Trustee shall
not be liable for any action taken or omitted by it in good faith
and believed to be authorized hereby or within the rights or
powers conferred upon it hereunder, or taken or omitted by it in
accordance with advice of counsel (which counsel may be of the
Trustee's own choosing and may include counsel to the Company)
that such action or omission is authorized hereby or within the
rights or powers of the Trustee hereunder, and shall not be
liable for any mistake of fact or error of judgment or for any
acts or omissions of any kind unless caused by willful misconduct
or gross negligence. The Company agrees to indemnify, defend and
hold harmless the Trustee, in its individual and fiduciary
capacity, and its respective agents, employees, trustees,
stockholders, representatives, assigns and affiliates against any
and all liabilities, losses, claims, expenses (including
reasonable attorneys' fees) and damages incurred by it hereunder,
except for liabilities, losses, claims, expenses and damages
incurred by the Trustee, resulting from its own willful
misconduct or gross negligence. The indemnities contained in
this Section 5.2 shall be applicable whether or not the Trustee
is then serving as the Trustee and shall survive termination of
the Trust.
5.3 Compensation; Expenses. The Trustee shall not be
entitled to any compensation under this Agreement. The Trustee
shall pay from the Trust, to the extent not paid by the Company,
within 30 days after an invoice therefor has been presented to
the Company by the Trustee, (i) the Trustee's reasonable expenses
of administration of the Trust, including reasonable compensation
of counsel and any agents engaged by the Trustee to assist in
such administration, and (ii) any taxes the Company has failed to
pay pursuant to Section 2.6 hereof.
5.4 Powers of the Trustee. Unless otherwise limited
by the terms of this Agreement, the Trustee shall have, with
respect to any property at any time held by it and constituting
part of the Trust, such powers as may be granted to a trustee
under California law.
5.5 Administrative Powers of the Trustee. The Trustee
shall have the power to do any of the following:
5.5.1 To cause any investment to be registered
and held in the name of one or more of its nominees, or
one or more nominees of any system for the central
handling of securities, without increase or decrease of
liability;
5.5.2 To receive any and all money and other
property due to the Trust and to give full discharge
therefor; and
5.5.3 To hold uninvested, without liability
for interest thereon, such monies received by the
Trustee as the Trustee considers necessary to meet
anticipated and imminent disbursements.
5.6 Resignation or Removal of the Trustee.
5.6.1 Resignation of the Trustee. The Trustee
may resign at any time by delivering a written notice
of resignation to the Company. The resignation shall
take effect on the date set forth in such notice, which
shall be no earlier than 60 days from the date of such
delivery to the Company unless a shorter time has been
agreed upon in writing by the Trustee and the Company;
provided that a successor trustee has been appointed
pursuant to Section 5.6.2 or Section 5.6.4 hereof.
5.6.2 Appointment of Successor Trustee. In
the event of the Company's receipt of notice of
resignation by the Trustee pursuant to Section 5.6.1
hereof, a successor trustee shall be appointed by the
Company within 30 days after such notice has been
given. The appointment of a successor trustee shall be
effective upon the later of (i) the date set forth as
the effective date of such appointment in an agreement
supplementary hereto to assume any and all of the
obligations of the Trustee hereunder, and (ii) the date
of delivery to the Trustee of a copy of such agreement
so executed.
5.6.3 Successor Trustee. Upon the effective
date of the appointment of a successor trustee, the
successor trustee, for all purposes, shall be deemed to
be the "Trustee" hereunder and all the provisions of
this Agreement shall relate to each successor with the
same force and effect as if such successor had been
originally named as the Trustee hereunder.
5.6.4 Petition to Court. If a successor
trustee is not appointed within 30 days after the
Trustee gives notice of resignation pursuant to Section
5.6.1 hereof, which appointment shall become effective
not later than the date of resignation of the Trustee
as set forth in the Trustee's notice of resignation,
the Trustee, at the expense of the Trust, may petition
the court; pursuant to California Probate Code Section
15640, to resign and the Trustee or the Company may
petition the court, at the expense of the Trust,
pursuant to California Probate Code Section 17200, for
appointment of a successor trustee.
5.6.5 Transfer of Trust. Upon the effective
date of the appointment of a successor trustee pursuant
to Section 5.6.2 or 5.6.4 hereof, the Trustee shall
promptly transfer all Assets in the Trust to the
successor trustee to be held under and pursuant to the
terms and conditions of an agreement supplementary
hereto or in the form hereof to assume any and all of
the obligations of the Trustee hereunder.
6. Miscellaneous.
6.1 Notices. All notices, requests, demands, waivers,
instructions and other communications required or permitted to be
given under this Agreement shall be in writing and shall be
deemed to have been given when personally delivered or two
business days after being deposited in the U.S. mail, registered
or certified, return receipt requested, with postage prepaid and
addressed as follows to the party to whom the notice, request,
demand, waiver, instruction or other communication is to be
given, or at such other address as that party shall designate by
notice to the other parties in accordance with this Section:
To the Company:
JB Oxford Holdings, Inc.
9665 Wilshire Boulevard
Third Floor
Beverly Hills, CA 90212
310-385-2470
310-385-2235 (facsimile)
with a copy to:
Kohrman Jackson & Krantz P.L.L.
1375 E. Ninth Street, 20th Floor
One Cleveland Center
Cleveland, Ohio 44114
Attn: Marc C. Krantz
216-736-7204
216-621-6536 (facsimile)
To the Trustee:
Third Capital Partners, LLC
314 Church Street
Ninth Floor
Nashville, TN 37201
615-255-3199
615-255-3190 (facsimile)
6.2 Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.
6.3 Successors and Assigns. This Agreement shall,
subject to other provisions hereof restricting assignment or
delegation, be binding upon and inure to the benefit of the
parties hereto, their respective spouses, successors, heirs,
executors, administrators, estates, legal representatives and
assigns.
6.4 Counterparts. This Agreement may be executed in
two or more counterparts, and by each party on separate
counterparts, each of which shall be deemed an original
agreement, but all of which together shall constitute one and the
same instrument.
6.5 Headings. Titles and headings to sections herein
are for purposes of reference only and shall in no way limit,
define or otherwise affect the interpretation of the provisions
hereof.
6.6 Revocability of Trust; Amendment. The Trust
created by this Agreement shall be revocable and may be revoked
or terminated by the Company as specifically provided in
Section 4.2. The Trust created by this Agreement shall not be
amended, modified or supplemented except by an agreement in
writing, signed by the Company and the Trustee.
6.7 Entire Agreement. This Agreement constitutes and
embodies the entire understanding and agreement of the parties
hereto relating to the subject matter hereof and there are no
other agreements or understandings, written or oral, in effect
between the parties relating to such subject matter except as
expressly referred to herein.
6.8 Arbitration. Any claim or dispute arising out of
or relating to this Agreement, or the construction,
interpretation or breach hereof, shall be submitted to
arbitration in Los Angeles, California, in accordance with the
provisions and procedures of the American Arbitration Association
and, to the extent permissible by law, the parties shall be bound
by the results thereof; provided, however, that the Trustee shall
have no obligation to initiate any such proceeding. Judgment
upon any award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement as of the date and year first above written.
THIRD CAPITAL PARTNERS, LLC
By: /s/ Christopher L. Jarratt
Name: Christopher L. Jarratt
Title: Chief Manager
JB OXFORD HOLDINGS, INC.
By: /s/ James G. Lewis
Name: James G. Lewis
Title: President
Exhibit A
PROMISSORY NOTE
Beverly Hills, CA
$586,915.00 February 18, 1999
FOR VALUE RECEIVED, JB Oxford Revocable Government Trust
(the "Maker") promises to pay to JB Oxford Holdings, Inc., a Utah
corporation (the "Holder"), the principal sum of Five Hundred
Eighty-Six Thousand Nine Hundred Fifteen ($586,915.00) without
interest in accordance with the terms set forth below. This Note
is issued pursuant to and is subject to the terms of the
JB Oxford Revocable Government Trust Agreement, as of
February 18, 1999, by and between the Holder and Third Capital
Partners, LLC, a Tennessee limited liability company, as Trustee
(the "Trust Agreement").
The Maker will make one total payment of principal in the
amount of $586,915.00, due and payable on the date of the
termination of the trust created by the Trust Agreement in
accordance with Section 4.2 of the Trust Agreement. This Note
may be repaid in cash or in Trust Shares (as that term is defined
in the Trust Agreement). The value of the Trust Shares shall be
determined by the closing price of the Holder's common stock, par
value $0.01 per share, on the day before the termination of the
trust in accordance with Section 4.2 of the Trust Agreement.
If an Event of Default, as defined below, occurs and
continues to exist, then, Holder shall have the right, at his
option, to declare the entire balance of principal then remaining
unpaid (the "Debt"), immediately due and payable without
presentment, demand, or notice of any kind, all of which are
expressly waived by the Maker. The occurrence of any of the
following constitutes an "Event of Default": (i) the Maker fails
to make full and timely payment when due under this Note; or (ii)
the Maker breaches any representation, warranty, covenant or
agreement contained in the Trust Agreement.
If the Maker fails to make full and timely payment of
principal when due under this Note, the Maker shall pay to
Holder, in addition to such amounts due, all costs of collection,
including reasonable attorneys' fees.
Holder's failure to exercise any right or remedy available
to him hereunder or at law or in equity, or any delay in
exercising any such right or remedy, shall not operate as a
waiver of any of Holder's rights.
This Note shall be governed, construed, and enforced in
accordance with the laws of the State of California.
JB OXFORD REVOCABLE GOVERNMENT
TRUST
By: Third Capital Partners, LLC, as
Trustee
By: /s/ Christopher L. Jarratt
Name: Christopher L. Jarratt
Its: Chief Manager
Exhibit 99.1
NEWS JB OXFORD HOLDINGS, INC.
BULLETIN 9665 WILSHIRE BOULEVARD
BEVERLY HILLS, CA 90212
FROM: Nasdaq: JBOH
FRB
The Financial Relations Board, Inc.
AT THE FINANCIAL RELATIONS BOARD:
Virginia St. John-Needham Jill Fukuhara Michaelle
Burstin
General Information Analyst Contact Media Contact
(310) 442-0599 (310) 442-0599 (310) 442-0599
FOR IMMEDIATE RELEASE
MARCH 8, 1999
JB OXFORD HOLDINGS ESTABLISHES TRUST
TO REPURCHASE STOCK FROM OERI FINANCE, INC.
LOS ANGELES - March 8, 1999 - JB Oxford Holdings, Inc. (Nasdaq:
JBOH), a provider of discount and on-line brokerage services to
clients nationwide, has established an affiliate of the company
in the form of a trust to purchase stock from Oeri Finance, Inc.
JB Oxford Holdings made a loan to the trust in the amount
$586,915, which through a series of transactions was used to
acquire 469,540 shares of the company's common stock at an
effective price of $1.25 per share. Concurrent with the
transaction, the company has relinquished its right of first
refusal as to any remaining shares held by Oeri Finance, and Oeri
Finance has forgiven $728,000 in demand debt owed by JB Oxford
Holdings.
_ more _
Financial Relations Board, Inc. serves as financial relations
counsel to this company, is acting on the company's behalf in
issuing this bulletin and receiving compensation therefor. The
information contained herein is furnished for information
purposes only and is not to be construed as an offer to buy or
sell securities.
"This transaction is very beneficial to the company," said
JB Oxford Holdings Chairman and Chief Executive Officer C.L.
Jarratt. "In exchange for relinquishing our right of first
refusal on the Oeri holdings, we were able to effect the purchase
of our stock at a significant discount to current trading levels
and erase a substantial portion of the debt owed to Oeri Finance.
This transaction marks one of the final and most significant
steps toward ending JB Oxford's association with Felix Oeri and
his investment firm."
"To date, our position has been to withhold payment from
Oeri Finance and, where possible, to restrict the transfer of JB
Oxford stock from Oeri in order to preserve any claim we may have
stemming from the ongoing investigation of the company," said JB
Oxford President Jamie Lewis. "Mr. Oeri's willingness to sell
under these conditions enabled us to establish a trust to benefit
shareholders, which made us comfortable lifting certain
restrictions on Oeri's shares."
The proxy which grants Mr. Jarratt the right to vote all
common stock owned by Mr. Oeri and Oeri Finance remains in effect
with respect to any and all shares that Oeri may continue to
hold. However, management believes that Oeri Finance has
substantially divested its remaining holdings.
The transaction, which closed Feb. 18, did not affect the
remaining $2.9 million in demand notes held by Oeri Finance that
the company continues to negotiate.
JB Oxford Holdings, Inc., through its wholly owned
subsidiary JB Oxford & Company, provides discount and on-line
brokerage services, as well as correspondent clearing services,
to clients throughout the United States. The company has
branches in New York, Miami and Los Angeles. More information
can be obtained from the company's web site at www.jboxford.com.
This press release contains statements that are forward-looking
and comments on market conditions, revenue growth, expense
management, and outlook. Any number of conditions may occur
which would affect important factors in this analysis and
materially change expectations. These factors include, but are
not limited to, known and unknown risks, customer trading
activity, changes in technology, shifts in competitive patterns,
decisions with regard to products and services, changes in
revenues and profits, and significant changes in the market
environment.
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