As filed with the Securities and Exchange Commission on October 8, 1996
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WESTMARK GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3784149
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
355 N.E. Fifth Avenue Norman J. Birmingham
Delray Beach, Florida 33483 355 N.E. Fifth Avenue
(407) 243-8010 Delray Beach, Florida 33483
(713) 652-2792 (Name, address, including zip code,
(Address, including zip code, and and telephone number, including
telephone number, including area code, of agent for service)
area code of registrant's
principal executive offices)
AGREEMENT
OF MONROE AND FRIEDLANDER, INC.
(Full Title of the Plan)
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COPY TO:
Thomas C. Pritchard
Brewer & Pritchard, P.C.
1111 Bagby, 24th Floor
Houston, Texas 77002
Phone (713) 659-1744
Fax (713) 659-2430
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
TITLE OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT BEING OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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Common Stock, par value
$.001 per share........ 11,000 $.56 $6,160 $100.00
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
number of shares of the issuer's Common Stock registered hereunder will be
adjusted in the event of stock splits, stock dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457, on the basis of the last sales price
of the Common Stock as reported by the Nasdaq SmallCap Market on October 8,
1996.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Westmark Group Holdings, Inc.
("Company" or "Registrant") with the Securities and Exchange Commission are
incorporated herein by reference:
1. The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
or, either (i) the Company's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended ("Securities Act") that contains
audited financial statements for the Company's latest fiscal year for which such
statements have been filed, or (ii) the Company's effective Registration
Statement on Form 10 or Form 10-SB filed under the Exchange Act containing
audited financial statements for the Company's latest fiscal year.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to the Registration Statement which indicates that all
shares of common stock offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
the Registration Statement and to be a part thereof from the date of filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Under the Company's Certificate of Incorporation, the authorized
capital stock of the Company consists of 60 million shares, of which 50 million
shares are Common Stock and 10 million shares are preferred stock. As of October
8, 1996, the Company had outstanding 4,714,118 shares of Common Stock and
118,750 shares of Series A Preferred Stock, 300,000 shares of Series B Preferred
Stock, and 200,000 shares of Series C Preferred Stock held of record by 14
persons. The Company has reserved 495,433 shares to be issued hereby, 331,905
shares for issuance upon exercise of outstanding options, 666,666 shares for
issuance upon exercise of warrants, and 708,690 shares for issuance upon
conversion of the Series A and Series B Preferred Stock.
The following summary description of the securities of the Company is
qualified in its entirety by reference to the Certificate of Incorporation, a
copy of which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share with
respect to all matters required by law to be submitted to stockholders of the
Company. The holders of Common Stock have the sole right to vote, except as
otherwise provided by law or by the Company's Certificate, including provisions
governing any preferred stock. The Common Stock does not have any cumulative
voting, preemptive, subscription or conversion rights. Election of directors and
other general shareholder action requires the affirmative vote of a majority of
shares represented at a meeting in which a quorum is represented. The
outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be, upon payment therefor as contemplated herein, validly issued,
fully paid and non-assessable.
Subject to the rights of any outstanding shares of preferred stock, the
holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors out of funds legally available therefor. In
the event of liquidation, dissolution or winding up of the affairs of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining available for distribution to them after payment or provision for all
liabilities and any preferential liquidation rights of any preferred stock then
outstanding.
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<PAGE>
PREFERRED STOCK
The Board of Directors is authorized, without action by the holders of
the Common Stock, to provide for the issuance of the preferred stock in one or
more series, to establish the number of shares to be included in each series and
to fix the designations, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions thereof. This
includes, among other things, voting rights, conversion privileges, dividend
rates, redemption rights, sinking fund provisions and liquidation rights which
shall be superior to the Common Stock. The issuance of one or more series of the
preferred stock could adversely affect the voting power of the holders of the
Common Stock and could have the effect of discouraging or making more difficult
any attempt by a person or group to attain control of the Company. The Company
has no present plans to issue any additional shares of preferred stock.
SERIES A PREFERRED STOCK. In April 1996, the Board of Directors
established a series of shares setting forth the preferences, rights and
limitations and authorizing the issuance of up to 200,000 shares of series A
cumulative preferred stock ("Series A Preferred Stock"). In April 1996, an
aggregate of 100,000 shares of Series A Preferred Stock were issued with an
aggregate stated value of $400,000 to Mr. Hollenbeck and an aggregate of 18,750
shares of Series A Preferred Stock were issued to an unaffiliated third party.
The Series A Preferred Stock has a liquidation preference of $4 per share, plus
any accrued unpaid dividends, is redeemable by the Company at a redemption price
of $4 per share, plus accrued unpaid dividends to the date of redemption, after
October 1, 1996 the holder can force redemption by the Company upon the same
redemption terms that the Company possesses, and does not have any voting
rights. The shares of Series A Preferred Stock are convertible into shares of
Common Stock at the lessor or (i) $1.50 or (ii) 84% of the closing bid price on
the day prior to conversion (subject to adjustment).
SERIES B PREFERRED STOCK. In April 1996, the Board of Directors
established a series of shares setting forth the preferences, rights and
limitations and authorizing the issuance of up to 300,000 shares of series B
cumulative preferred stock ("Series B Preferred Stock"). In April 1996, an
aggregate of 300,000 shares of Series B Preferred Stock were issued with an
aggregate stated value of $600,000. The Series B Preferred Stock has a
liquidation preference of $2 per share, plus any accrued unpaid dividends, is
redeemable by the Company at a redemption price of $2 per share, plus accrued
unpaid dividends to the date of redemption, and does not have any voting rights.
The shares of Series B Preferred Stock are convertible by the holders in shares
of Common Stock at the lesser of (i) $2.00 or (ii) 84% of the closing bid price
on the day prior to conversion (subject to adjustment). The shares of Series B
Preferred Stock automatically convert, at the above referenced conversion rate,
into shares of Common Stock in April 1998.
SERIES C PREFERRED STOCK. In March 1996, the Board of Directors
established a series of shares setting forth the preferences, rights and
limitations and authorizing the issuance of up to 500,000 shares of series C
cumulative preferred stock ("Series C Preferred Stock"). Effective March 1996,
an aggregate of 200,000 shares of Series C Preferred Stock were issued with an
aggregate stated value of $700,000. The Series C Preferred Stock has a
liquidation preference of $3.50 per share, plus any accrued unpaid dividends, is
redeemable by the Company at a redemption price of $3.50 per share, plus accrued
unpaid dividends to the date of redemption, and does not have any voting rights.
After December 15, 1997, the shares of Series C Preferred Stock are convertible
by the holders in shares of Common Stock at the rate of 84% of the closing bid
price on the day prior to conversion (subject to adjustment).
WARRANTS
There are warrants outstanding authorizing the holders to purchase an
aggregate of 666,666 shares of Common Stock, currently exercisable and expiring
between one and eight years from the date of this Prospectus at exercise prices
between $1.00 and $9.00.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
A. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection
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<PAGE>
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
B. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
C. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (A) and (B), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
D. Any indemnification under subsections (A) and (B) (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (A) and (B). Such
determination shall be made (i) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
E. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized by the Certificate of Incorporation. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
F. The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
G. The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the Certificate of Incorporation.
H. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
ITEM 8. EXHIBITS
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<PAGE>
The following exhibits are filed as part of this Registration
Statement:
4.1(1) Form of specimen Common Stock
5.1(2) Opinion Regarding Legality
10.1(2) Agreement of Monroe and Friedlander, Inc.
24.1(2) Consent of Comiskey & Company, P.C.
24.2(2) Consent of Brewer & Pritchard, P.C. (Contained in
Exhibit 5.1)
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(1) The information required by this exhibit is incorporated by reference
to the exhibits filed in connection with the Company's Registration
Statement on Form SB-2 (Commission File No. 333-05599)
(2) Filed herewith.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
i. To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and
iii. To include any additional or changed material
information with respect to the plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of
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<PAGE>
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Delray, State of Florida, on the 8th day of October, 1996.
Westmark Group Holdings, Inc.
By /s/ MARK SCHAFTLEIN
Mark Schaftlein, Chief Operating Officer
Chief Financial Officer and Director
----------------------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MARK SCHAFTLEIN Director, Chief Operating October 8, 1996
Mark Schaftlein Officer and Chief Financial
Officer (Principal Financial
and Accounting officer)
/s/ NORMAN J. BIRMINGHAM Director October 8, 1996
Norman J. Birmingham
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EXHIBIT 5.1
October 8, 1996
Westmark Group Holdings, Inc.
355 N.E. Fifth Avenue
Delray Beach, Florida 33483
Re: Westmark Group Holdings, Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented Westmark Group Holdings, Inc., a Delaware
corporation ("Company"), in connection with the preparation of a registration
statement filed with the Securities and Exchange Commission on Form S-8
("Registration Statement") relating to the proposed issuance of up to 11,000
shares ("Shares") of the Company's common stock, par value $.001 per share
("Common Stock") pursuant to the terms of the Agreement of Monroe and
Friedlander, Inc. dated October 16, 1995 ("Plan"). In this connection, we have
examined originals or copies identified to our satisfaction of such documents,
corporate and other records, certificates, and other papers as we deemed
necessary to examine for purposes of this opinion, including but not limited to
the Plan, the Certificate of Incorporation of the Company, the Bylaws of the
Company, and resolutions of the Board of Directors of the Company.
We are of the opinion that the Shares will be, when issued pursuant to
the Plan, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.
Very truly yours,
BREWER & PRITCHARD
EXHIBIT 10.1
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MONROE & FRIEDLANDER, INC.
SUITE 1800 CENTRAL PACIFIC PLAZA HONOLULU, HAWAII 96813 PHONE (808) 524-2666
EXCLUSIVE
AUTHORIZATION TO ASSIGN OR RENT
IN CONSIDERATION of the services to be rendered by MONROE & FRIEDLANDER, INC.,
we hereby employ MONROE & FRIEDLANDER, INC., (Agent) for the period of time
beginning at midnight OCTOBER 15, 1995 and terminating at midnight OCTOBER 14,
1996 to find a Assignee for the property located at 1132 BISHOP STREET, SUITE
2307, State of Hawaii, Tax Map Key (1) 2-1-10-21, 39, 47 (PORTION OF) under the
following terms and conditions:
PROPERTY DESCRIPTION: All of that approximately 2,000 rentable square feet
designated as Suite 2307.
RENT: $1.75
TERM: JUNE 14, 1997.
ADDITIONAL CHARGES: THIS IS A GROSS LEASE. THE RENT SPECIFIED ABOVE SHALL BE
INCLUSIVE OF ALL PROPERTY RELATED COSTS INCLUDING WATER AND SEWER CHARGES, REAL
PROPERTY TAX, COMMON AREA MAINTENANCE, LESSOR'S BUILDING FIRE AND LIABILITY
INSURANCE BLANKET POLICY, MANAGEMENT, CONVEYANCE TAX, AND ASSESSMENTS AND ALL
OTHER CHARGES EXCEPT THAT LESSEE SHALL PAY: 1) PERSONAL PROPERTY AND LIABILITY
INSURANCE ON LESSEE'S PREMISES TO BE OBTAINED BY LESSEE AT LESSEE'S EXPENSE; AND
2) LESSEE'S PRO RATA SHARE OF ANY INCREASES IN THE AFORESAID PROPERTY RELATED
COSTS IN EXCESS OF THOSE CHARGES FOR THE BASE YEAR OF 1995; AND 3) STATE OF
HAWAII GENERAL EXCISE TAXES. THE CURRENT BASE YEAR OPERATING EXPENSES ARE
BUDGETED AT APPROXIMATELY $0.95 SQUARE FOOT PER MONTH AND ARE SUBJECT TO
ADJUSTMENT BASED UPON ACTUAL EXPENSES INCURRED.
ASSIGNOR SHALL BE RESPONSIBLE FOR ALL THIRD-PARTY CONSENTS NECESSARY TO
CONSUMMATE A TRANSACTION.
In consideration of your listing the commercial/industrial property described
above and of your efforts to find an Assignee for it, we hereby grant you the
exclusive and irrevocable right to advertise including the right to place signs
thereon and assign said commercial property on the above terms.
We hereby agree to refer all inquires to you and to pay you upon sale, sublease
or assignment, a commission in accordance with the attached Exhibit "A" if; (1)
during the period of this contract, the property is assigned or if you or a
cooperating broker procure a ready, willing and able Assignee, or (2) if within
one hundred twenty (120) calendar days after the expiration thereof, the
property is assigned to a client registered in writing by you, or (3) in the
event we are offering to assign our property, if agreement is reached whereby we
are relieved of our future Assignee liability. If this contract is withdrawn by
us with the written consent of Agent, the undersigned shall reimburse Monroe &
Friedlander for all direct marketing costs incurred (signs, installation,
advertising, brochures . . .). Should a deposit be forfeited, one-half (1/2)
shall belong to Monroe & Friedlander as commission and the other one-half (1/2)
shall belong to me, provided, however, Monroe & Friedlander's share shall not
exceed the amount of commission which otherwise would be payable to Monroe &
Friedlander.
MONROE & FRIEDLANDER, INC. shall be held harmless from all liability arising
from inaccurate disclosures or omissions of undersigned Assignor. Monroe &
Friedlander, Inc. shall not act as legal counsel to the undersigned and does not
provide any tax or other professional services except as set forth in this
agreement. Furthermore, the actual assigned terms accepted by Assignor may vary
from the terms set forth above. However, any such variances shall have no effect
upon the responsibilities of or the compensation due Agent.
The undersigned Assignor warrants that he is the owner of record of the property
or has the authority to execute this agreement.
I hereby acknowledge receipt of a copy of this listing.
WESTMARK GROUP HOLDINGS
Date: 10/16/95 Signed: SIGNATURE ILLEGIBLE
Address: 355 N.E. 5th Ave. Phone: 407-243-8010
Delray Beach, FL 33483
In consideration of the foregoing employment, the undersigned Agent agrees to
use diligence in procuring an Assignee for said property.
MONROE & FRIEDLANDER, INC.
Dated: 10-22-95 By: SCOTT L. MITCHELL
Scott L. Mitchell (B), E.V.P.
Dated: By: JAMES M. BROWN
James M. Brown (S)
Dated: By: CHRISTINE J. YOUNG
Christine J. Young (S)
<PAGE>
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MONROE & FRIEDLANDER, INC.
SUITE 1800 CENTRAL PACIFIC PLAZA HONOLULU, HAWAII 96813 PHONE (808) 524-2666
EXHIBIT "A"
COMMISSION SCHEDULE
TO THAT EXCLUSIVE AUTHORIZATION TO ASSIGN OR RENT
OFFICE $4.00 Per Square Foot or Two Month's Average Gross
Rent, Whichever is Greater.
1. State of Hawaii General Excise Tax and Recovery (currently 4.167%) will be
added to all commissions herein.
2. Monroe & Friedlander, Inc. is authorized, upon full execution of
assignment documents, to transfer from its Client Trust Account to its
General Account, the sums collected on Assignor's behalf for Assignee's
initial deposit and security deposit the amounts due Monroe &
Friedlander, Inc. as payment for real estate services rendered. If a
balance remains due to Monroe & Friedlander, Inc. or Assignor, said
balance shall be rendered simultaneously with the executed assignment. If
monies are not transmitted immediately, balance shall be charged at one
and one-half percent (1 1/2%) per month.
3. All pre-printed portions of the Exclusive Authorization to Assign or Rent
and Commission Schedule may be modified only by an officer of Monroe &
Friedlander, Inc. Any modification shall render this agreement or any part
thereof voidable by Monroe & Friedlander, Inc.
4. Monroe & Friedlander, Inc. shares commissions fully with cooperating
Brokers. Monroe & Friedlander, Inc. does not offer sub-agency to
cooperating Brokers. Assignor authorizes Monroe & Friedlander, Inc. to
share all commissions received per this schedule with other brokers.
5. In the event the cooperating broker is the procuring cause of the Assignee
interest, the gross commission received by Monroe & Friedlander, Inc. will
be split on a 50/50 basis, unless otherwise agreed upon in writing between
the cooperating brokers.
6. In the event Monroe & Friedlander, Inc. is the procuring cause of the
Assignee interest and the Assignee chooses to bring a cooperating broker to
represent their interest, twenty-five percent (25%) of the gross commission
will be offered to the cooperating broker, unless otherwise agreed upon in
writing between the cooperating brokers.
7. Assignor hereby acknowledges and agrees to allow Monroe & Friedlander,
Inc. and its agents to: (i) list, show and offer prospective Assignor
properties other than those described herein, and (ii) continue with their
efforts to relocate any of the Assignees of the subject property (if any)
during the term of this agreement. Monroe & Friedlander, Inc. shall not
be deemed in conflict or breach of this agreement by doing so.
8. AGENCY DISCLOSURE: MONROE & FRIEDLANDER, INC. and all licensees employed
by or associated with MONROE & FRIEDLANDER, INC. intend on representing
the ASSIGNOR ONLY in any transaction involving the subject property while
this Exclusive Authorization to Assign or Rent Listing Agreement is in
effect. The Assignor does, however, agree to allow Monroe & Friedlander,
Inc. to show (solicit and obtain offers from) prospective Assignee's with
whom Monroe & Friedlander, Inc. has, (i) an agency agreement, (ii) an
exclusive right-to-represent agreement, and/or, (iii) a previous
relationship with. In any of these instances, Monroe & Friedlander, Inc.
may choose to represent both parties (Dual Representation) in a
transaction involving the leasing of the property. Monroe & Friedlander,
Inc. shall not be deemed in conflict or breach of this agreement by doing
so. Monroe & Friedlander, Inc. shall notify the Assignor, in writing, of
its intention to represent both parties (Dual Representation) prior to the
commencement of negotiations between Assignor and Assignee.
9. For the term of the listing (including any extensions of and the protection
period per the first page of this agreement) the Assignor shall hold MONROE
& FRIEDLANDER, INC. harmless from any and all outside brokerage commission
claims to Assignees who Monroe & Friedlander, Inc.
has registered, in writing, with the Assignor.
WESTMARK GROUP HOLDINGS
DATE: 10/16/95 AUTHORIZED SIGNATURE: /SIGNATURE ILLEGIBLE/
MONROE & FRIEDLANDER, INC.
DATE: 10/22/95 By: SCOTT L. MITCHELL
Scott L. Mitchell (B), E.V.P.
DATE: By: JAMES M. BROWN
James M. Brown (S)
DATE: By: CHRISTINE J. YOUNG
Christine J. Young (S)
<PAGE>
MONROE & FRIEDLANDER, INC.
[LOGO]
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Mr. Mark Schaftlein SUITE 1800 * CENTRAL PACIFIC PL
WESTMARK MORTGAGE CORP. HONOLULU, HAWAII 96813
355 N.E. Fifth Ave., Suite A PHONE (808) 524-2666
Delray Beach, Florida 33483
May 15, 1996 7887CJY.0
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COMMISSION STATEMENT FOR LEASING SERVICES (Renewal? [ ] Yes [X] No)
RE: 1132 Bishop Street, Suite 2307
TMK: 1-2-1-10-11 (portion of)
TENANT; Norwest Mortgage, Inc.
TERM & RENT: 1 Years, 4 Months, 0 Days, 2,000 Square Feet
February 15, 1996 to June 14, 1997 @ $3,000.00 = $45,000.00
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Total Aggregate Rent = $45,000.00
==========
COMMISSION: $4.00 per square foot x 2,000 square feet $8,000.00
Plus 4.166% General Excise Tax 333.28
---------
TOTAL PAYABLE TO MONROE & FRIEDLANDER, INC. $8,333.28
=========
Thank you.
CJY/JMB
WE REQUEST THAT YOU CHECK THIS STATEMENT CAREFULLY WITH YOUR
RECORDS AND REPORT TO US AT ONCE ANY ERRORS OR OMISSIONS.
PLEASE RETAIN STATEMENT FOR INCOME TAX PURPOSES.
================================================================================
EXHIBIT 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 registration
statement of our report, dual dated March 20, 1996 and April 19, 1996, on the
financial statements of Westmark Group Holdings, Inc., and to reference to our
firm under the caption "experts" in the prospectus.
Aurora, Colorado
October 7, 1996
COMISKEY & COMPANY, A
PROFESSIONAL CORPORATION
