<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. [1])*
MONACO FINANCE, INC.
----------------------------------------------------------
(Name of Issuer)
Class A Common Stock and
Class B Common Stock
----------------------------------------------------------
(Title of Class of Securities)
Class A Common Stock - 608868-105
Class B Common Stock - None
----------------------------------------------------------
(CUSIP Number)
Cathryn L. Porter, Chief General Counsel
Pacific USA Holdings Corp.
3200 Southwest Freeway, Suite 1220
Houston, Texas 77027 (713) 871-0111
----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 4, 1997
-----------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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 15 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CLASS A COMMON STOCK CUSIP No. 608868-105
CLASS B COMMON STOCK CUSIP NO. NONE
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pacific USA Holdings Corp.
IRS Identification No. 75-2255876
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,500,000 shares of Class A Common Stock
OWNED BY 1,273,715 shares of Class B Common Stock (3 votes per share)
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,500,000 shares of Class A Common Stock
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 1,500,000 shares of Class A Common Stock (See Item 5)
- Option to purchase, coupled with an irrevocable proxy to vote,
830,000 shares of Class B Common Stock (3 votes per share)
- Limited power to direct the exercise of voting power with respect
to 443,715 shares of Class B Common Stock (3 votes per share)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 15 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CLASS A COMMON STOCK CUSIP No. 608868-105
CLASS B COMMON STOCK CUSIP NO. NONE
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pacific Electric Wire & Cable Co., Ltd.
IRS Identification No. -- N/A -- Foreign Corporation
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
-----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Taiwan, Republic of China
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,500,000 shares of Class A Common Stock
OWNED BY 1,273,715 shares of Class B Common Stock (3 votes per share)
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,500,000 shares of Class A Common Stock
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 1,500,000 shares of Class A Common Stock
- Option to purchase, coupled with an irrevocable proxy to vote,
830,000 shares of Class B Common Stock (3 votes per share)
- Limited power to direct the exercise of voting power with respect
to 443,715 shares of Class B Common Stock (3 votes per share)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 15 Pages
<PAGE>
SCHEDULE 13D
- -------------------------------------------------------------------------------
CLASS A COMMON STOCK CUSIP No. 608868-105
CLASS B COMMON STOCK CUSIP NO. NONE
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Consumer Finance Holdings, Inc.
IRS Identification No. 75-2704763
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,500,000 shares of Class A Common Stock
OWNED BY 1,273,715 shares of Class B Common Stock (3 votes per share)
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,500,000 shares of Class A Common Stock
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 1,500,000 shares of Class A Common Stock
- Option to purchase, coupled with an irrevocable proxy to vote,
830,000 shares of Class B Common Stock (3 votes per share)
- Limited power to direct the exercise of voting power with respect
to 443,715 shares of Class B Common Stock (3 votes per share)
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 4 of 15 Pages
<PAGE>
1. Security and Issuer.
This Statement relates to the Class A common stock, $.01 par value ("Class
A Common Stock"), and the Class B common stock, $.01 par value ("Class B Common
Stock"), of Monaco Finance, Inc., a Colorado corporation ("Issuer" or "Monaco").
The Class A Common Stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended. Each share of Class B Common Stock
is automatically converted into one share of Class A Common Stock upon its sale
or transfer (except certain transfers for estate planning purposes), and upon
the death of the original holder and may be converted into one share of Class A
Common Stock at any time. The address of the Issuer's principal executive
offices is 370 Seventeenth Street, Suite 5060, Denver, Colorado, 80202.
2. Identity and Background.
(a) Name: This Statement is being filed by Pacific USA Holdings Corp., a
Texas corporation ("Pacific"), Pacific Electric Wire & Cable Co., Ltd., a
Taiwanese limited company ("Pacific Electric") and Consumer Finance Holdings,
Inc., a Nevada corporation ("Consumer") and is intended to amend the prior
Schedules 13D filed separately by Pacific, Pacific Electric, and Consumer on
or about May 6, 1997. Pacific, directly and indirectly, is a wholly owned
subsidiary of Pacific Electric and Consumer is a wholly owned subsidiary of
Pacific. The executive officers and directors of Pacific, Pacific Electric
and Consumer are set forth in Item 2(c) of this Statement. The filing of
this Statement shall not be construed as an admission that Pacific, Pacific
Electric or Consumer, or any of its executive officers or directors are, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the beneficial owners of any
securities covered by this Statement or that this schedule is required to be
filed by such persons.
(b) Business Address: The business address of Pacific and Consumer is
5999 Summerside Drive, Suite 112, Dallas, Texas 75252. The business address of
Pacific Electric is 4th Fl., 285 Chung Hsiao East Road, Section 4, Taipei,
Taiwan, Republic of China. The business address of Pacific's, Pacific
Electric's and Consumer's respective executive officers and directors are set
forth in Item 2(c) of this Statement.
(c) Present Principal Occupation or Employment: Pacific is a diversified
holding company engaged in the financial services, real estate and technology
industries. Pacific Electric is a general business conglomerate founded on the
electric cable and wire industry, engaged in manufacturing, telecommunications
and technology. Consumer is a holding company engaged in consumer finance. The
present principal occupation or employment of Pacific's, Pacific Electric's and
Consumer's respective executive officers and directors and the name and address
of any corporation or other organizations in which such employment is conducted
are as follows:
Page 5 of 15 Pages
<PAGE>
<TABLE>
<CAPTION>
BOARD OF DIRECTORS OF PACIFIC
Present Principal
Name Business Address Occupation Citizenship
- ---- ---------------- ---------- -----------
<S> <C> <C> <C>
Tung Yu-jeh Pacific Electric Wire & Cable Co., Ltd. Chairman of the Board Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Sun Tao-tsun Pacific Electric Wire & Cable Co., Ltd. President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Hu Hung-chiu Pacific Electric Wire & Cable Co., Ltd. Executive Vice President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, and Chief Financial Officer
Section 4 Pacific Electric Wire &
Taipei , Taiwan, Republic of China Cable Co., Ltd.
Lee Pon-yean Pacific Electric Wire & Cable Co., Ltd. Vice President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Tung Ching-yun c/o Pacific USA Holdings Corp Vice President, Pacific Taiwan, ROC
5999 Summerside Drive, #112 Electric Wire & Cable Co.,
Dallas, Texas 75252 Ltd., and Executive
Assistant: Office of the
Chairman
Pacific USA Holdings
Corp.
Larry D. c/o Pacific USA Holdings Corp Chief Executive Officer United States
Horner 5999 Summerside Drive, # 112 PUSA Investment
Dallas, Texas 75252 Company
Bill C. Bradley c/o Pacific USA Holdings Corp Chief Executive Officer United States
5999 Summerside Drive, #112 Pacific USA Holdings
Dallas, Texas 75252 Corp.
BOARD OF DIRECTORS OF PACIFIC ELECTRIC
Present Principal
Name Business Address Occupation Citizenship
- ---- ---------------- ---------- -----------
Tung Yu-jeh c/o Pacific USA Holdings Corp Chairman of the Board Taiwan, ROC
5999 Summerside Drive, # 112 Pacific Electric Wire &
Dallas, Texas 75252 Cable Co., Ltd.
Lee Yu-tien Pacific Electric Wire & Cable Co., Ltd. Vice Board Chairman Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Page 6 of 15 Pages
<PAGE>
Sun Chen Shu- Pacific Electric Wire & Cable Co., Ltd. Executive Director Taiwan, ROC
chuan 4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Cheng I-chou Pacific Electric Wire & Cable Co., Ltd. Executive Director Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Chiao Ting-piao Pacific Electric Wire & Cable Co., Ltd. Executive Director Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Sun Tao-tsun Pacific Electric Wire & Cable Co., Ltd. President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Hu Hung-chiu Pacific Electric Wire & Cable Co., Ltd. Executive Vice President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, and Chief Financial Officer
Section 4 Pacific Electric Wire &
Taipei, Taiwan, Republic of China Cable Co., Ltd.
Lee Chao-chun Pacific Electric Wire & Cable Co., Ltd. Director Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Lee Pon-yean Pacific Electric Wire & Cable Co., Ltd. Vice President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Liu Wei-kang Pacific Electric Wire & Cable Co., Ltd. Director Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Tung Ching-yun c/o Pacific USA Holdings Corp Executive Assistant: Office Taiwan, ROC
5999 Summerside Drive, 9112 of the Chairman Pacific
Dallas, Texas 75252 USA Holdings Corp.
Lee Ta-jen Pacific Electric Wire & Cable Co., Ltd. Director Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Chiao Yu-chi Pacific Electric Wire & Cable Co., Ltd. Director Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Page 7 of 15 Pages
<PAGE>
Sun Tao-chi Pacific Electric Wire & Cable Co., Ltd. Director Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Lee Ta-cheng Pacific Electric Wire & Cable Co., Ltd. Vice President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Cheng Chao- Pacific Electric Wire & Cable Co., Ltd. Vice President Taiwan, ROC
chun 4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Sun Tao-heng Pacific Electric Wire & Cable Co., Ltd. Vice President Taiwan, ROC
4th Ft., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Yuan Pei-yu Pacific Electric Wire & Cable Co., Ltd. President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Systems, Inc.
Section 4
Taipei, Taiwan, Republic of China
H. Baba c/o Pacific Electric Wire & Cable Co., Sumitomo Electric Ind., Japan
4th Fl, 285, Chung Hsiao East Road, Ltd: c/o Pacific Electric
Section 4 Wire & Cable Co., Ltd.
Taipei, Taiwan, Republic of China 4th Fl., 285, Chung Hsiao
East Road, Section 4
Taipei, Taiwan, Republic
of China.
Kuo Chih-Wei United Electronics Industry Co., Ltd. President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, United Electronics Industry
Section 4 Co., Ltd.
Taipei, Taiwan, Republic of China
Chang-Min- Pacific Electric Wire & Cable Co., Ltd. Chairman Taiwan, ROC
chiang 4th Fl., 285, Chung Hsiao East Road, Greenbay Entertainment
Section 4 Co., Ltd.
Taipei, Taiwan, Republic of China
Tony Yuan Pacific Electric Wire & Cable Co., Ltd. Director Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Tung Hsiu-chun Pacific Electric Wire & Cable Co., Ltd. Director Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Page 8 of 15 Pages
<PAGE>
Kao Ching-chu Pacific Electric Wire & Cable Co., Ltd. Supervisor Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Chin Yung Pacific Electric Wire & Cable Co., Ltd. Supervisor Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Tung Hsiu-shing Pacific Electric Wire & Cable Co., Ltd. Supervisor Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
BOARD OF DIRECTORS OF CONSUMER
Present Principal
Name Business Address Occupation Citizenship
- ---- ---------------- ---------- -----------
Bill C. Bradley c/o Pacific USA Holdings Corp. CEO United States
5999 Summerside Drive #112 Pacific USA Holdings
Dallas, Texas 75252 Corp.
EXECUTIVE OFFICERS OF PACIFIC
Present Principal
Name Business Address Occupation Citizenship
- ---- ---------------- ---------- -----------
Larry D. Horner c/o Pacific USA Holdings Corp. Chairman of the Board of United States
5999 Summerside Drive, 9112 Pacific USA Holdings
Dallas, Texas 75252 Corp., CEO of PUSA Invest-
Investment Corp. ment Company
Bill C. Bradley c/o Pacific USA Holdings Corp. Chief Executive Officer United States
5999 Summerside Drive, #112 Pacific USA Holdings
Dallas, Texas 75252 Corp.
Michael K. c/o Pacific USA Holdings Corp. Chief Financial Officer United States
McCraw 5999 Summerside Drive, #112 Pacific USA Holdings
Dallas, Texas 75252 Corp.
Cathryn L. c/o Pacific USA Holdings Corp. Chief General Counsel United States
Porter 3200 Southwest Freeway Pacific USA Holdings
Suite 1220 Corp.
Houston, Texas 77027
Kristie A. Lipes c/o Pacific USA Holdings Corp. Chief Administrative United States
5999 Summerside Drive, 9112 Officer
Dallas, Texas 75252 Pacific USA Holdings
Corp.
Page 9 of 15 Pages
<PAGE>
EXECUTIVE OFFICERS OF PACIFIC ELECTRIC
Present Principal
Name Business Address Occupation Citizenship
- ---- ---------------- ---------- -----------
Tung Yu-jeh Pacific Electric Wire & Cable Co., Ltd. Chairman Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Sun Tao-tsun Pacific Electric Wire & Cable Co., Ltd. President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Hu Hung-chiu Pacific Electric Wire & Cable Co., Ltd. Executive Vice President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, and Chief Financial Officer
Section 4 Pacific Electric Wire &
Taipei, Taiwan, Republic of China Cable Co., Ltd.
Sun Tao-heng Pacific Electric Wire & Cable Co., Ltd. Vice President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Lee Pon-yean Pacific Electric Wire & Cable Co., Ltd. Vice President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Lee Ta-cheng Pacific Electric Wire & Cable Co., Ltd. Vice President Taiwan, ROC
4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Cheng Chao- Pacific Electric Wire & Cable Co., Ltd. Vice President Taiwan, ROC
chun 4th Fl., 285, Chung Hsiao East Road, Pacific Electric Wire &
Section 4 Cable Co., Ltd.
Taipei, Taiwan, Republic of China
Tung Ching-yun c/o Pacific USA Holdings Corp Vice President Taiwan, ROC
5999 Summerside Drive, #112 Pacific Electric Wire &
Dallas, Texas 75252 Cable Co., Ltd., Executive
Assistant: Office of the
Chairman Pacific USA
Holdings Corp.
EXECUTIVE OFFICERS OF CONSUMER
Present Principal
Name Business Address Occupation Citizenship
- ---- ---------------- ---------- -----------
Bill C. Bradley c/o Pacific USA Holdings Corp. CEO United States
5999 Summerside Drive #112 Pacific USA Holdings
Dallas, Texas 75252 Corp.
Page 10 of 15 Pages
<PAGE>
Michael K. c/o Pacific USA Holdings Corp. Chief Financial Officer United States
McCraw 5999 Summerside Drive #112 Pacific USA Holdings
Dallas, Texas 75252 Corp.
</TABLE>
(d) Criminal Convictions: During the last five years, none of Pacific,
Pacific Electric, or Consumer nor any of their respective executive officers or
directors has been convicted in a criminal proceeding, excluding traffic
violations and similar misdemeanors.
(e) Court or Administrative Proceedings: During the last five years, none
of Pacific, Pacific Electric, or Consumer nor any of their respective executive
officers or directors has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Citizenship: Pacific is a Texas corporation: Pacific Electric is
incorporated as a Taiwanese limited company. Consumer is a Nevada corporation.
The citizenship of each director and executive officer of Pacific, Pacific
Electric and Consumer is set forth in Item 2(c) of this Statement.
3. Source and Amount of Funds and Other Consideration:
Pursuant to the terms of a Conversion and Rights Agreement, dated April 25,
1997, between Pacific and Monaco (the "Conversion Agreement"), Consumer acquired
1,500,000 shares of the Class A Common Stock of Monaco (the "Class A Shares")
upon conversion of a Promissory Note of Monaco, dated October 29,1996, held by
Pacific in the original principal amount of $3,000,000. Each Class A Share is
entitled to one vote on all matters submitted to a vote of Monaco's common
stockholders. The Promissory Note evidenced a loan made to Monaco by Pacific
pursuant to the terms of a Loan Agreement, dated October 29, 1996. The funds
for the loan were obtained from Pacific's working capital.
Pursuant to the terms of an Option Agreement, dated December 4, 1997 (the
"Option Agreement"), by and among Consumer and Morris Ginsburg ("Mr. Ginsburg"),
Sandler Family Partners, Ltd. ("Sandler FP"), and Irwin L. Sandler ("Mr.
Sandler"), Consumer acquired the right to purchase all, but not less than all,
of 830,000 shares of Class B Common Stock, $.01 par value (the "Option Shares"),
at an exercise price of $4.00 per share at any time prior to December 4, 2000.
Mr. Ginsburg is Chairman of the Board, President, Chief Executive Officer and a
director of Issuer. Mr. Sandler is Executive Vice President,
Secretary/Treasurer and a director of Issuer. Each share of Class B Common
Stock is entitled to three votes on all matters submitted to a vote of Monaco's
common stockholders and is automatically convertible into one share of Class A
Common Stock, which has one vote per share, upon the occurrence of certain
events. The Class A Common Stock and the Class B Common Stock vote as a class
on all matters submitted to a vote of the Common Stock of Monaco. The Option
Agreement terminates on December 4, 2000, unless earlier consummated or
terminated. Pursuant to the Option Agreement, each optionor has a right to
cause Consumer to purchase (the "Put") one half of the Class B Common Stock held
by such optionor to Consumer during the 30 day periods following each of
December 4, 1999, and December 4, 2000, at a price of $4.00 per share. In
connection with the execution of the Option Agreement, and as contemplated
therein, Consumer placed in a segregated account $3,320,000, which account has
been pledged to Mr. Ginsburg and Sandler FP to secure the full purchase price of
the Option Shares and, alternatively, the full amount Consumer will be obligated
to pay for the Option Shares upon exercise in full of the "Put" provisions of
the Option Agreement. The source of such funds was the working capital of
Pacific. In the event that Consumer or any of its affiliates exercises the
Option, and within 180 days after closing thereof, sells or agrees to sell any
portion of the Shares to a person who is not an affiliate of Consumer for a
price greater than $4.00 per share, the seller shall be obligated to pay the
Shareholders 50% of such excess. The Shareholders agreed not to pledge, sell or
otherwise transfer the Option Shares at any time during the term of the Option
except to the extent of exercise of the Put. Upon exercise of either the Option
or the Put, the Class B Common Stock purchased by Consumer will, pursuant to its
terms, automatically convert into Class A Common Stock thereby reducing the
voting power of Reporting Person.
On or about May 14, 1993, the Company, Sandler Family Partners, and Messrs.
Ginsburg and Sandler entered into a Buy-Sell Agreement giving the Company the
right to buy all shares of its capital stock owned by Mr. Ginsburg upon his
death and all shares of its capital stock beneficially owned by Mr. Sandler upon
his death. In
Page 11 of 15 Pages
<PAGE>
addition, the Company had a right of first refusal to purchase any such stock
desired to be sold by Mr. Ginsburg or Sandler Family Partners. This right of
first refusal was exercisable by either the Issuer or the non-selling
Shareholder. The parties to the Buy-Sell Agreement have agreed that the
purchase rights and obligations under the Option Agreement shall supersede the
purchase and right of first refusal provisions contained in the Buy-Sell
Agreement during the term of the Option Agreement.
Also, pursuant to the terms of the Option Agreement, Consumer obtained
irrevocable proxies coupled with an interest from Mr. Ginsburg and Sandler FP
whereby Consumer has the right to vote all of the Option Shares on all matters
presented to the shareholders during the term of the Option Agreement. Further,
pursuant to the terms of the Option Agreement, Consumer acquired the right to
direct the exercise of all consensual or other voting rights with respect to
443,715 additional shares of the Issuer's Class B Common Stock as to which
Mr. Ginsburg and Mr. Sandler hold a proxy to vote, subject to the fiduciary
duty owed to the grantor of any such proxy. See Exhibits C and D.
4. Purpose of Transaction.
The purpose of the transaction for which this Statement is being prepared
is to implement a plan to vest control in the Issuer with Pacific, Pacific
Electric, and Consumer (collectively "Reporting Person"). The grant of the
proxies by Mr. Ginsburg, Sandler FP, and Mr. Sandler to vote or direct the
exercise of a proxy with respect to an aggregate of 1,273715 shares of Class B
Common Stock (3 votes per share), along with the 1,500,000 shares of Class A
Common Stock presently owned by Reporting Person, provides Reporting Person with
the ability to vote 48.3% of the total votes of the Issuer.
Except as described below, Reporting Person has no present plans or
intentions to effect any of the following:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
Subject to a number of conditions which have not yet been met, Issuer
and two majority owned indirect subsidiaries ("Subsidiaries") of
Reporting Person are in negotiations with respect to an agreement
pursuant to which Subsidiaries would sell approximately $100 million
in principal amount of sub-prime auto loans to Issuer in exchange for
consideration consisting of cash equal to approximately 90% of the
face amount of the loans purchased and additional securities of
Issuer. Pursuant to the transaction as presently envisioned, Issuer
would issue to the Subsidiaries at the closing of the transaction
approximately 1,000,000 shares of Class A Common Stock and
approximately 3,000,000 shares of nonvoting preferred stock of the
Issuer having an agreed value of $6.0 million, which are presently
contemplated to be convertible into an aggregate of 1,500,000 shares
of Class A Common Stock, thus at an indicated conversion price per
share of Class A Common Stock of $4.00 per share. All or a
substantial portion of the cash portion of the purchase price would be
subject to satisfactory financing by Issuer. There is presently no
binding agreement between the parties with respect to this matter, and
no assurances can be given that the transaction will ever be
consummated in its present configuration or otherwise. Closing of the
transaction is subject to a number of significant conditions including
the negotiation of a definitive agreement acceptable to both parties
and their boards of directors and the securing by Issuer of financing
for a substantial portion of the purchase price for the loans.
Moreover, the issuance of any equity securities of Issuer to Reporting
Person pursuant to the transaction will be subject to the approval of
at least a majority of Issuer's shares voting on the matter. In the
event this proposed transaction is completed as outlined above,
Reporting Person would control the vote of at least a majority of all
shares of Issuer presently contemplated to be outstanding, and would,
at least during the pendency of the Option Agreement, have the right
to control the election of all the directors of Issuer.
Page 12 of 15 Pages
<PAGE>
(b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of the
directors or to fill any existing vacancies of the board:
Reporting Person presently intends to seek a prompt change in the
number of persons constituting the board of directors of Issuer to
eight total members, of which Reporting Person, pursuant to a
provision in the Option Agreement, will nominate and appoint four
members and will nominate and appoint Mr. Ginsburg and Mr. Sandler in
addition to the four other persons. The parties contemplate that the
remaining two director positions will be filled by two persons
independent of Issuer and Reporting Person. Such persons have not yet
been identified. Reporting Person shall retain Morris Ginsburg as
Issuer's Chairman of the Board and Irwin Sandler as Issuer's
Executive Vice President but may elect a new chief executive
officer at some point in the future, although no person has yet been
identified to assume such position and no specific timetable has been
set for any such change.
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person:
Reporting Person intends to seek an amendment to Issuer's by-laws to
increase the number of persons constituting Issuer's board of
directors to eight persons.
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of eligible equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
0) any action similar to those enumerated above.
5. Interest in Securities of the Issuer.
(a) Pacific, Pacific Electric and Consumer each have beneficial ownership
of 1,500,000 shares of Monaco Class A Common Stock and of 1,273,715 shares of
Class B Common Stock. The percentage of Monaco Class A Common Stock
beneficially owned by each of Pacific, Pacific Electric, and Consumer is 20.8%.
The percentage of Monaco Class B Common Stock beneficially owned by each of
Pacific, Pacific Electric, and Consumer is 100%. The percentage of Issuer's
total voting power controlled by Pacific, Pacific Electric, and Consumer is
48.3%.
(b) Each of Pacific, Pacific Electric, and Consumer has full voting power
with respect to the shares of the Class A Common Stock beneficially owned by
them and have shared dispositive power with respect to all of the shares of
Monaco Class A Common Stock beneficially owned by them. Each of Pacific,
Pacific Electric, and Consumer has full voting power with respect to the 830,000
Class B Common Stock subject to the Option Agreement and has the right to
direct the exercise of all consensual or other voting rights with respect to
443,715 additional shares of Issuer's Class B Common Stock as to which
Messrs. Ginsburg and Sandler hold a proxy granted by a third party, subject
to any fiduciary duty owed to the grantor of any such proxy. See Exhibits C
and D.
Page 13 of 15 Pages
<PAGE>
(c) Except as described above, none of Pacific, Pacific Electric, or
Consumer nor any person named in Section 2(c) hereto owns beneficially any
shares of Common Stock of Monaco or has effected any transaction in shares of
Common Stock of Monaco during the sixty (60) days preceding the date of this
Statement.
(d) No person other than Pacific, Pacific Electric or Consumer is known to
Pacific, Pacific Electric or Consumer to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Monaco Class A Common Stock beneficially owned by them; except that,
during the term of the Option Agreement, and prior to any exercise of the option
or put contemplated therein, the holders of the Class B Common Stock which are
the subject of such Agreement are entitled to retain any dividends received on
such shares.
(e) Not applicable.
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than as indicated elsewhere in this Statement, to the best knowledge
of Pacific, Pacific Electric, and Consumer, none of Pacific, Pacific Electric,
or Consumer nor any of the persons named in Section 2(c) hereto is a party to
any contract, arrangement, understanding, or relationship (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not
limited to, the transfer or voting of any of the Issuer's securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
except as follows:
See Item 4(a).
7. Material to be Filed as Exhibits.
Exhibit A: Option Agreement by and among Consumer Finance Holdings,
Inc. and Morris Ginsburg, Sandler Family Partners, Ltd., and
Irwin L. Sandler, dated December 4, 1997.
Exhibit B: Proxies to vote shares held of record by Morris Ginsburg and
Sandler Family Partners, Ltd. dated December 4, 1997.
Exhibit C: Agreement Among Certain Shareholders of Issuer by and among
Morris Ginsburg, Irwin L. Sandler, and Milton "Bud" Karsh
dated April 27, 1992.
Exhibit D: Proxies to vote shares held of record by Milton "Bud" Karsh
dated April 27, 1992.
Exhibit E: Agreement of Joint Filing dated December 11, 1997.
Page 14 of 15 Pages
<PAGE>
Signatures
After reasonable inquiry and to the best of each of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: December 11, 1997 Pacific USA Holdings Corp.
By: /s/ Bill C. Bradley
----------------------------------
Bill C. Bradley
Chief Executive Officer
Pacific Electric Wire & Cable Co., Ltd.
By: /s/ Tung Ching-yun
----------------------------------
Consumer Finance Holdings, Inc.
By: /s/ Bill C. Bradley
----------------------------------
Bill C. Bradley
Chief Executive Officer
Page 15 of 15 Pages
<PAGE>
EXHIBIT A
OPTION AGREEMENT
by and among
Consumer Finance Holdings, Inc.
and
Morris Ginsburg, Sandler Family Partners, Ltd.,
and Irwin L. Sandler
Effective as of
December 4, 1997
<PAGE>
EXHIBIT A
OPTION AGREEMENT
This OPTION AGREEMENT (this "Agreement"), effective as of December 4, 1997
(the "Effective Date"), is made and entered into by and among Consumer Finance
Holdings, Inc., a Nevada corporation ("Optionee"), and each of Morris Ginsburg
("Ginsburg"), Sandler Family Partners, Ltd., a Colorado limited partnership
("Sandler Partners"), and Irwin L. Sandler ("Sandler" and, together with
Ginsburg and Sandler Partners, the "Shareholders").
WHEREAS, Ginsburg and Sandler Partners are the owners of 580,000 and
250,000 shares, respectively, of Class B Common Stock, par value $0.01 per share
("Class B Common Stock" or the "Shares"), of Monaco Finance, Inc., a Colorado
corporation (the "Company");
WHEREAS, the Shareholders are willing to grant to Optionee an option to
purchase the Shares upon the terms of this Agreement, and to agree to the
additional terms and conditions of this Agreement, including the provisions
regarding voting of the Shares contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
I. DEFINITIONS. The following terms when used in this Agreement shall
have the following meanings:
"AFFILIATE" means, with respect to a person, any corporation or other
entity in which such person has a direct or indirect controlling interest or by
which such person is directly or indirectly controlled or which is under direct
or indirect common control with such person.
"BUSINESS DAY" means any day which is not a Saturday or a Sunday, or a
day on which banks in the State of Colorado are not authorized or required to
close.
"COMMON STOCK" shall mean the Company's Class A Common Stock, par
value $0.01 per share, and the Class B Common Stock, par value $0.01 per share.
"EFFECTIVE DATE" shall mean December 4, 1997.
"LIEN OR OTHER ENCUMBRANCE" means any lien, pledge, mortgage, security
interest, claim, lease, charge, option, right of first refusal, easement,
servitude, transfer restriction under any shareholder or similar agreement or
encumbrance.
2
<PAGE>
EXHIBIT A
"SHARES" or "OPTION SHARES" mean (i) the 830,000 shares of Class B
Common Stock owned by Shareholders, (ii) any shares of Common Stock issued in
respect of any subdivision, split or dividend on the shares of Class B Common
Stock described in subparagraph (i), and (iii) in the event the Company at any
time shall be a party to a recapitalization of the Class B Common Stock in which
the previously outstanding Class B Common Stock shall be changed into or
exchanged for different securities of the Company, any such other securities
received in respect of such shares of Class B Common Stock.
2. OPTION TO PURCHASE SHARES.
(a) GRANT OF OPTION; EXERCISE. Effective as of the Effective Date,
each of the Shareholders hereby grants to the Optionee an irrevocable option
(the "Option") to purchase that portion of the Shares held by such person at a
price of $4.00 per share, subject to adjustment as provided in Section 2(e) (as
adjusted, the "Option Price"). The Option shall be exercisable commencing on
the Effective Date and ending on the third anniversary of the Effective Date
(the "Option Term"). In the event the Optionee elects to exercise the Option,
the Optionee shall (i) notify the Shareholders of such election by delivering a
written notice to that effect setting forth the date for the consummation of the
purchase (such date being referred to as the "Option Closing Date"), which date
shall be not earlier than ten (10) days or later than thirty (30) days from the
date the notice is delivered and (ii) to the extent one-half of the Security
(hereinafter defined) has been released in accordance with the last sentence of
Paragraph 2(b) hereof, replenish the Security, on the date of exercise of the
Option, to an amount equivalent to 100% of the Option Price. The Optionee shall
have the right to exercise the Option as to all, but not less than all, of the
Shares.
(b) SECURITY. Simultaneously with the execution hereof Optionee
shall provide as security for the full and prompt performance of its obligations
to pay the Put Price (as hereinafter defined) in the form of cash, a letter of
credit or other collateral reasonably acceptable to Shareholders and sufficient,
upon payment, collection or sale to pay the full amount due from Optionee upon a
full exercise of the Put (i.e. without regard to any provisions for partial or
installment exercise or installment payment) under this Agreement (the
"Security"), which Security will be pledged to the Shareholders pursuant to the
terms and conditions of a Pledge Agreement which will be acceptable to Optionee
and Shareholders. If the first Put is not exercised in the First Put Period,
then immediately following the expiration of the First Put Period, one-half of
the Security shall be released from the pledge agreement. The Security shall
initially be cash. The Shareholders agree that the Optionee may, at its
election, substitute a letter of credit for the cash at any time by delivering
to each of the Shareholders one or more letters of credit, in form and substance
acceptable to each such Shareholder, aggregating the Put Price for each such
Shareholder's Shares.
(c) PAYMENT OF OPTION PRICE. On the Option Closing Date, the
Optionee shall pay to each of the Shareholders an amount equal to the number of
Shares being sold by such
3
<PAGE>
EXHIBIT A
person multiplied by the Option Price. Such amount shall be paid by wire
transfer of immediately available funds to such account or accounts of the
Shareholders as the Shareholders shall designate to the Optionee, in the manner
specified herein for the delivery of notices, not less than three (3) Business
Days prior to the Option Closing Date. In the event that the Optionee defaults
on its obligation to pay the Option Price on the Option Closing Date, the
Shareholders may elect to foreclose on the Security and complete the sale of the
Shares; provided, that if the Shareholders elect not to so complete the sale of
the Shares, Optionee shall have no further rights pursuant to this Agreement.
(d) DELIVERY OF SHARES. On the Option Closing Date, the Shareholders
shall deliver to the Optionee stock certificates representing all of the Shares
being purchased by the Optionee, duly endorsed in blank or accompanied by duly
executed instruments of transfer, or registered in the name of the Optionee.
(e) OPTION PRICE ADJUSTMENTS. In the event the Company shall at any
time subdivide or split its outstanding shares of Class B Common Stock into a
greater number of shares or declare any dividend on the Class B Common Stock
payable in shares of Common Stock, the Option Price in effect immediately prior
to such subdivision, split, or dividend shall be proportionately decreased, and
conversely, in case the outstanding shares of Class B Common Stock shall be
combined into a smaller number of shares, the Option Price in effect immediately
prior to such combination shall be proportionately increased.
(f) SALE OR TRANSFER OF SHARES BY OPTIONEE. In the event that the
Optionee or any Affiliate of Optionee exercises the Option and within 180 days
of the Option Closing Date, Optionee or any Affiliate of Optionee sells, or
agrees to sell, all or any portion of the Shares to a person who is not an
Affiliate of the Optionee for a price per share greater than $4.00 per share,
Optionee or its Affiliate shall be obligated to pay to the Shareholders, in
proportion to the number of shares previously held by them, 50% of such excess
purchase price per share. Such payment shall be made to the Shareholders within
two (2) business days after receipt of the purchase price by Optionee or its
Affiliate from such third party purchaser. Optionee shall notify the
Shareholders in writing at least ten (10) days prior to the consummation of any
such sale or agreement of the fact of such sale or agreement. Any sale of
Common Stock by Optionee or its Affiliate shall be deemed to include Shares in
the same proportion that the Shares bear to the aggregate amount of Common Stock
held by Optionee and its Affiliates immediately prior to such sale. The
provision of this Section 2(f) shall apply to any Affiliate of Optionee.
(g) ENCUMBRANCE ON SHARES. Until the expiration of the Option Term,
none of the Shareholders shall pledge or otherwise encumber the Shares or,
except as set forth in Section 3 hereof, sell, assign, transfer or grant any
other rights in the Shares or take any other action inconsistent with the
Option.
4
<PAGE>
EXHIBIT A
(h) LEGEND. On the Effective Date, the Shareholders shall deliver
the Shares to the Company and instruct the Company to place the following legend
on each certificate representing the Shares and record corresponding stop
transfer instructions to its transfer agent:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
PROVISIONS OF AN OPTION AGREEMENT DATED AS OF DECEMBER 4, 1997 BY AND
AMONG CONSUMER FINANCE HOLDINGS, INC., MORRIS GINSBURG, SANDLER FAMILY
PARTNERS, LTD., AND IRWIN L. SANDLER. COPIES OF SUCH AGREEMENT ARE ON
FILE WITH THE SECRETARY OF MONACO FINANCE, INC.
The Optionee shall instruct the Company to return the legended Shares as
promptly as practicable to the Shareholders.
(i) RELEASE FROM OPTION. Upon any permitted sale by the Shareholders
under Section 3 hereof or upon expiration of the Option granted hereunder, the
Shares shall be released from the terms of this Option, and the Shareholders
shall be entitled to request the Company to remove the legend called for by
Section 2(h) from the certificates evidencing such shares and terminate the stop
transfer instructions in respect of such shares. Except as herein expressly
provided, none of the Shareholders shall take any action to remove the legend
described in Section 2(h) from the certificates evidencing the Shares.
3. RIGHT TO SELL.
(a) GRANT OF PUT. The Optionee hereby grants to each Shareholder
during the Option Term an irrevocable option, exercisable during the Option Term
(the "Put"), to sell that portion of the Shares held by each such Shareholder at
a price of $4.00 per share, subject to adjustment as provided in Section 3(d)
(as adjusted, the "Put Price"). The Put shall be exercisable by a Shareholder
with respect to (i) up to 50% of the Shares held by such Shareholder as of the
date hereof during the 30-day period following the second anniversary of the
Effective Date (the "First Put Period"), and (ii) up to 50% of the Shares held
by such Shareholder as of the date hereof during the 30-day period following the
third anniversary of the Effective Date (the "Second Put Period"). In the event
any Shareholder elects to exercise the Put, such Shareholder shall notify the
Optionee of such election by delivering a written notice (the "Put Notice") to
the Optionee during the First Put Period or the Second Put Period, as the case
may be, which shall set forth the fact of such election.
(b) PAYMENT OF PUT PRICE. On the date of the consummation of the
purchase of the Shares subject to a Put (such date being referred to as the "Put
Closing Date"), which date shall be not earlier than 10 days or later than 30
days from the date a Put Notice is delivered, as determined by the Optionee, the
Optionee shall pay to the Shareholder who has delivered such Put Notice an
amount equal to the number of Shares being put by such person, multiplied by the
5
<PAGE>
EXHIBIT A
Put Price (the "Put Payment"). The Put Payment shall be paid by wire transfer
of immediately available funds to such account or accounts of the Shareholder as
the Shareholder exercising the Put shall designate to the Optionee, in the
manner specified herein for the delivery of notices, not less than three (3)
Business Days prior to the Put Closing Date.
(c) DELIVERY OF OPTION SHARES. On the Put Closing Date, the
Shareholder exercising the Put shall deliver to the Optionee stock certificates
representing all of the Shares being purchased by the Optionee, duly endorsed in
blank or accompanied by duly executed instruments of transfer, or registered in
the name of the Optionee.
(d) PUT PRICE ADJUSTMENTS. In the event the Company shall at any
time subdivide or split its outstanding shares of Class B Common Stock into a
greater number of shares or declare any dividend of the Class B Common Stock
payable in shares of Common Stock, the Put Price in effect immediately prior to
such subdivision, split, or divided shall be proportionately decreased, and
conversely, in case the outstanding shares of Class B Common Stock shall be
combined into a smaller number of shares, the Put Price in effect immediately
prior to such combination shall be proportionately increased.
4. VOTING AGREEMENTS.
(a) VOTING AGREEMENT. Each Shareholder hereby grants Optionee the
right, for a period commencing on the Effective Date and ending on the third
anniversary of the Effective Date (the "Voting Period"), to vote the Option
Shares (on the basis of three votes per share rather than one vote per share of
the Company Class A Common Stock, par value $0.01 per share), at all meetings of
shareholders of the Company, to cause such Option Shares, and such additional
shares of capital stock of the Company to which he or the Shareholders hold a
proxy granted by a third party, to be counted as present at any such meetings
for purposes of establishing a quorum and to exercise all consensual or other
voting rights with respect to the Option Shares and additional shares, in each
case in such manner as Optionee, in its sole discretion, shall determine by
written notice to the Shareholders, provided that voting any shares of capital
stock as to which he or the Shareholders hold a proxy granted by a third party
in the manner directed by Optionee shall be consistent with any fiduciary duty
owed by him or the Shareholder to the grantor of such proxy. Each of the
Shareholders hereby acknowledges that the grant of rights under this Section
4(a): (i) is consistent with Section 7-107-302 of the Colorado Business
Corporation Act, and (ii) is coupled with an interest and is intended by all
parties to this Agreement to be irrevocable during the Voting Period.
(b) IRREVOCABLE PROXIES. To secure each Shareholder's obligation to
vote that person's Option Shares in accordance with the provisions of this
Agreement, each Shareholder shall, simultaneously with the execution of this
Agreement, execute one, and thereafter if need be more than one, irrevocable
proxy, substantially in the form attached hereto, pursuant to Section 7-107-203
of the Colorado Business Corporation Act, in favor of Optionee or its designee,
6
<PAGE>
EXHIBIT A
permitting Optionee or its designee to vote all Option Shares owned by such
Shareholder during the Voting Period, and each such Shareholder shall deliver
such proxies to Optionee.
(c) DEPOSIT WITH THE COMPANY. A counterpart of this Agreement shall
be deposited with the Company at its principal office and shall be subject to
the same rights of examination by a shareholder of the Company, in person or by
agent or attorney, as are the books and records of the Company. The
Shareholders covenant and agree that each certificate representing Option Shares
shall contain a statement that the shares represented by the certificate are
subject to the provisions of this Agreement, a counterpart of which has been
deposited with the Company at its principal office.
(d) ECONOMIC RIGHTS TO OPTION SHARES. Except for the voting rights
provided in this Agreement, and subject to the option of Optionee set forth in
Section 2 hereof, the Shareholders shall retain all incidents of ownership with
respect to the Option Shares, including, but not limited to, the right to
receive dividends.
(e) BOARD OF DIRECTORS. Until the earlier of termination of this
Agreement or acquisition by Optionee of all the Option Shares pursuant to this
Agreement, Optionee shall vote (and shall cause each of its Affiliates to vote)
its shares of capital stock of the Company, as well as the Option Shares, to
maintain Morris Ginsburg and Irwin L. Sandler as directors of the Company.
Following the Effective Date, the Shareholders shall use their best efforts to
provide the Optionee with the right to designate four directors to the Company's
Board of Directors, or such larger number as shall then be sufficient to provide
the Optionee with effective control of the Company's Board of Directors. It is
understood and agreed that this best efforts commitment of the Shareholders may
require them, among other things, to procure resignations from directors
currently sitting on the Company's Board of Directors.
5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
Each of the Shareholders hereby severally represents and warrants to
Optionee with respect to only those matters concerning such Shareholder that:
(a) ORGANIZATION AND POWER. Sandler Partners is a partnership duly
organized, validly existing and in good standing under the laws of the State of
Colorado. Each of the Shareholders has all requisite power and authority to
execute and deliver this Agreement and to perform his or its obligations
hereunder (including, without limitation, the power to sell, transfer and convey
the Shares as provided by this Agreement).
(b) EXECUTION, DELIVERY; VALID AND BINDING AGREEMENTS. The
execution, delivery and performance of this Agreement by Sandler Partners and
the consummation of the transactions contemplated hereby have been duly and
validly authorized by all requisite partnership action, and no other partnership
proceedings on its part are necessary to authorize the
7
<PAGE>
EXHIBIT A
execution, delivery and performance of this Agreement. This Agreement has been
duly executed and delivered by the Shareholders and constitutes the valid and
binding obligation of the Shareholders, enforceable in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights or by general principles of equity.
(c) NO BREACH. The execution, delivery and performance of this
Agreement by the Shareholders and the consummation by the Shareholders of the
transactions contemplated hereby do not conflict with or result in any breach of
any of the provisions of, constitute a default under, result in a violation of,
result in the creation of a right of termination or acceleration or any lien,
security interest, charge or encumbrance upon any of the Shares, or require any
authorization, consent, approval, exemption or other action by or notice to any
court or other governmental body, under the provisions of the partnership
agreement of Sandler Partners or any agreement or instrument by which any of the
Shareholders is bound or affected, or any law, statute, rule or regulation or
order, judgment or decree to which any of Shareholders or the Company is
subject.
(d) GOVERNMENTAL AUTHORITIES: CONSENTS. To the best of Shareholders'
knowledge, except for appropriate filings on Schedule 13D and Form 4, none of
the Shareholders is required to submit any notice, report or other filing with
any governmental authority in connection with the execution or delivery by it of
this Agreement or the consummation of the transactions contemplated hereby. No
consent, approval or authorization of any governmental or regulatory authority
or any other party or person is required to be obtained by the Shareholders or
by the Company in connection with its execution, delivery and performance of
this Agreement or the transactions contemplated hereby, except such as have been
duly obtained or made, as the case may be, and are in full force and effect on
the date hereof and will continue to be in full force and effect on the Closing
Date.
(e) OWNERSHIP OF CAPITAL STOCK. The Shareholders own, beneficially
and of record, all right, title and interest in and to the shares free and clear
of any Lien or Other Encumbrance (except the Buy-Sell Agreement dated May 14,
1993 among the Company, Sandler Partners and Ginsburg, which will remain in
effect subject to the Option granted hereby and the Company, by its execution of
this Agreement, agrees that to the extent it becomes the owner of any Shares
pursuant to such Buy-Sell Agreement, such Shares shall remain subject to this
Agreement and the Company will substitute an Option Agreement on similar terms)
and have full power and authority to transfer good and valid title to the Shares
to Optionee, free and clear of any Lien or Other Encumbrance, and, upon delivery
of any payment of such Shares as provided herein, Optionee will acquire good
tile, thereto, free and clear of any Lien or Other Encumbrance.
(f) OPTIONS OR OTHER RIGHTS. Except for the rights granted to
Optionee hereunder and the Buy-Sell Agreement dated May 14, 1993 among the
Company and the Shareholders, there is no outstanding right, subscription,
warrant, call, unsatisfied preemptive
8
<PAGE>
EXHIBIT A
right, option or other agreement of any kind to purchase or otherwise receive
from any of the Shareholders any of the Shares.
6. REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby
represents and warrants to Shareholders that:
(a) ORGANIZATION AND POWER. Optionee is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada, with the requisite power and authority to enter into this Agreement and
perform its obligations hereunder.
(b) EXECUTION, DELIVER, VALID AND BINDING AGREEMENT. The execution,
delivery and performance of this Agreement by Optionee and the consummation of
the transactions contemplated hereby have been duly and validly authorized by al
requisite action, and no other proceedings on its part are necessary to
authorize the execution, delivery or performance of this Agreement. This
Agreement has been duly executed and delivered by Optionee and constitutes the
valid and binding obligation of Optionee, enforceable in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting enforcement of creditors' rights or by general principles of equity.
(c) NO BREACH. The execution, delivery and performance of this
Agreement by Optionee and the consummation by Optionee of the transactions
contemplated hereby do not conflict with or result in any breach of any of the
provisions of, constitute a default under, result in a violation of, result in
the creation of a right of termination or acceleration or any lien, security
interest, charge or encumbrance upon any assets of Optionee, or require any
authorization, consent, approval, exemption or other action by or notice to any
court of other governmental body, under the provisions of the articles of
organization of Optionee or any indenture, mortgage, lease, loan agreement or
other agreement or instrument by which Optionee is bound or affected, or any
law, statute, rule or regulation or order, judgment or decree to which Optionee
is subject;
(d) GOVERNMENTAL AUTHORITIES, CONSENTS. To the best of Optionee's
knowledge, except for appropriate filings on Schedule 13D and Form 4, Optionee
is not required to submit any notice, report or other filing with any
governmental authority in connection with the execution or delivery by it of
this Agreement or the consummation of the transactions contemplated hereby. No
consent, approval or authorization of any governmental or regulatory authority
or any other party or person is required to be obtained by Optionee in
connection with its execution, delivery and performance of this Agreement or the
transactions contemplated hereby.
(e) INVESTMENT INTENT. Upon exercise of the Option, Optionee shall
purchase the Shares for its own account with the present intention of holding
the Shares for investment
9
<PAGE>
EXHIBIT A
purposes and not with a view to or for sale in connection with any distribution
of the Shares in violation of any applicable securities law. Optionee will
refrain from transferring or otherwise disposing of any of the Shares, or any
interest therein, in such manner as to cause Shareholders to be in violation of
the registration requirements of the Securities Act of 1933, as amended, or
applicable state securities or blue sky laws.
7. COVENANTS OF THE PARTIES.
(a) COVENANTS PENDING CLOSING. From the date hereof through the
Closing Date, each of Optionee and the Shareholders shall conduct its or his
affairs in such a manner so that, except as otherwise contemplated or permitted
by this Agreement, all of its representations and warranties in this Agreement
remain true and correct on and as of the Closing Date as if made on and as of
the Closing Date, and all its covenants contained in this Agreement remain
capable of performance. Optionee and Shareholders shall promptly advise the
other parties of any action or event of which any of them become aware that has,
or could have, the effect of making incorrect any of its representations or
warranties in any material respect or which has the effect of rendering any of
its covenants incapable of performance.
(b) REGULATORY FILINGS. As promptly as practicable after the
execution of this Agreement, Optionee and Shareholders shall, and shall cause
the Company to, make or cause to be made all filings and submissions under any
laws or regulations applicable to Optionee, Shareholders and the Company for the
consummation of the transactions contemplated herein. Optionee and Shareholders
will coordinate and cooperate with each other in exchanging such information and
will provide such reasonable assistance as any party may request in connection
with all of the foregoing.
8. CONDITIONS TO OPTIONEE'S OBLIGATIONS.
The obligation of Optionee to consummate the transactions contemplated
by this Agreement with respect to a particular Shareholder is subject to the
satisfaction of the following conditions on or before the Option Closing Date or
the Put Closing Date, as the case may be.
(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of such Shareholder set forth in Section 5 hereof shall be true
and correct in all material respects at and as of the Option Closing Date or the
Put Closing Date, as the case may be as though then made.
(b) PERFORMANCE OF COVENANTS. Such Shareholder shall have performed
in all material respects all of the covenants and agreements required to be
performed and complied with by such Shareholder under this Agreement prior to
the Option Closing Date or the Put Closing Date, as the case may be.
10
<PAGE>
EXHIBIT A
(c) APPROVALS. Such Shareholder shall have obtained, or caused to be
obtained, each consent and approval required to be obtained by them to
effectuate the transactions contemplated hereby.
(d) GOVERNMENTAL FILINGS. All material governmental filings,
authorizations and approvals that are required by such Shareholder for the
effectuation of the transactions contemplated hereby shall have been duly made
and obtained.
(e) INJUNCTION. There shall be no effective injunction, writ,
preliminary restraining order or any order of any nature against Optionee issued
by a court of competent jurisdiction directing that the transactions provided
for herein or any of them not be consummated as provided in this Agreement.
(f) EVIDENCE OF LEGENDING. The certificates representing the Shares
shall have been legended as required by Section 2(h) and corresponding stop
transfer instructions shall have been given to the Company's transfer agent.
9. CONDITIONS TO SHAREHOLDERS' OBLIGATIONS.
The obligation of the Shareholders to consummate the transactions
contemplated by this Agreement is subject to the satisfaction of the following
conditions on or before the Option Closing Date or the Put Closing Date, as the
case may be:
(a) ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties set forth in Section 6 hereof shall be true and correct in all
material respects at and as of the Option Closing Date or the Put Closing Date,
as the case may be as though then made.
(b) PERFORMANCE OF COVENANTS. Optionee shall have performed in all
material respects all of the covenants and agreements required to be performed
and complied with by it under this Agreement prior to the Option Closing Date or
the Put Closing Date, as the case may be.
(c) APPROVALS. Optionee shall have obtained, or caused to be
obtained, each consent and approval required to be obtained by Optionee to
effectuate the transactions contemplated hereby.
(d) GOVERNMENTAL FILINGS. All material governmental filings,
authorizations and approvals that are required by Optionee for the effectuation
of the Transactions contemplated hereby shall have been duly made and obtained.
(e) INJUNCTION. There shall be no effective injunction, writ,
preliminary restraining order or any order of any nature against the
Shareholders issued by a court of
11
<PAGE>
EXHIBIT A
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as provided in this Agreement.
10. MISCELLANEOUS.
(a) WAIVERS, AMENDMENTS AND APPROVALS. This Agreement constitutes
the entire agreement among the Parties relating to the subject matter hereof.
This Agreement may be amended, superseded, canceled, renewed or extended, and
the terms hereof may be waived, only by a written instrument signed by the
parties or, in the case of waiver, by the party waiving compliance. No delay on
the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver or, the part of any
party of any such right, power or privilege, nor any single or partial exercise
of such right, power or privilege, preclude any further exercise thereof or the
exercise of any other such right, power or privilege.
(b) NOTICES. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
personally delivered, transmitted via facsimile or overnight courier service or
mailed first-class postage prepaid, registered or certified mail,
(i) if to any Shareholder, addressed to such holder at its
address below his/its signature hereon, or at such other address or to
such facsimile telephone number as such holder may specify by written
notice to the Company, or
(ii) if to Optionee, at 5999 Summerside Drive, Suite 112, Dallas,
Texas 75252, Attention: Bill C. Bradley with a copy to 3200 Southwest
Freeway, Suite 1220, Houston, Texas 77027, Attention: Cathryn L.
Porter; or at such other address as Optionee may specify by written
notice to the Shareholders,
and such notices and other communications shall for all purposes of this
Agreement be treated as being effective or having been given on the date when
personally delivered, or when transmitted by facsimile (if confirmation of
facsimile receipt has been given), or on the date after being deposited with an
overnight courier service, or, if sent by mail, four days after deposit in the
United States mail, postage prepaid.
(c) SPECIFIC PERFORMANCE. Subsequent to the Effective Date, the
parties shall be entitled to specific enforcement of their respective rights
under this Agreement, and to recover damages by reason of any breach of any
provision hereof by the other party hereto and to exercise all other rights
existing in their favor. The parties agree and acknowledge that money damages
may not be an adequate remedy for any breach of the provisions of this Agreement
and that the other party may, in its sole discretion, apply to any court of law
or equity of competent jurisdiction for specific performance and/or injunctive
relief in order to enforce or prevent any violations of the provisions of this
Agreement.
12
<PAGE>
EXHIBIT A
(d) ARBITRATION OF DISPUTES
(i) Any controversy or claim arising out of this Agreement
other than under Sections 2 or 4 of this Agreement, or any breach of
this Agreement other than under Sections 2 or 4 of this Agreement,
shall be settled by arbitration in accordance with the Rules of the
American Arbitration Association then in effect, as modified by this
Section 10(d) or by the further agreement of the parties.
(ii) Such arbitration shall be conducted in Denver, Colorado.
(iii) Any judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof. The
arbitrators shall not, under any circumstances, have any authority to
award punitive, exemplary or similar damages, and may not, in any
event, make any ruling, finding or award that does not conform to the
terms and conditions of this Agreement.
(iv) Nothing contained in this Section 10(d) shall limit or
restrict in any way the right or power of a party at any time to seek
injunctive relief in any court and to litigate the issues relevant to
such request for injunctive relief before such court (A) to restrain
the other party from breaching this Agreement or (B) for specific
enforcement of this Section 10(d). The parties agree that any legal
remedy available to a party with respect to a breach of this Section
10(d) will not be adequate and that, in addition to all other legal
remedies, each party is entitled to an order specifically enforcing
this Section 10(d).
(v) The parties to this Agreement hereby consent to the
jurisdiction of the federal, courts located within Denver, Colorado
for all purposes.
(vi) Neither party nor the arbitrators may disclose the
existence or results of any arbitration under this Agreement or any
evidence presented during the course of the arbitration without the
prior written consent of both parties, except as required to fulfill
applicable disclosure and reporting obligations, or as otherwise
required by law.
(vii) Each party shall bear its own costs incurred in the
arbitration, provided that, in any claim based on an allegation of
fraud or misrepresentation in connection with this Agreement, the
attorneys' fees of both parties shall be borne by the non-prevailing
party. The arbitrator's fees and expenses of any dispute submitted to
arbitration hereunder shall be allocated among the parties who are
subject to the arbitration by the arbitrator so as to charge such fees
and expenses proportionately to the party or parties whose positions
are not sustained, which allocation shall be determined by the
arbitrator as part of his decision. The
13
<PAGE>
EXHIBIT A
parties agree that judgment may be entered in any court of competent
jurisdiction upon any award of the arbitrator.
(e) PARTIES IN INTEREST; ASSIGNMENT. All the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors of the parties hereto. Optionee may
freely assign this Agreement, provided that any such assignment will not release
Optionee its obligations under Section 3 hereof. Except as set forth in the
preceding sentence, no party may assign its rights or obligations under this
Agreement.
(f) HEADINGS. The headings of the articles and sections of this
Agreement have been inserted for convenience of reference only and do not
constitute a part of this Agreement.
(g) CHOICE OF LAW. The substantive laws of Colorado and applicable
federal law shall govern the validity of this Agreement, the construction of its
terms and the interpretation of the rights and duties of the parties hereunder.
(h) COUNTERPARTS. This Agreement may be executed concurrently in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
14
<PAGE>
EXHIBIT A
IN WITNESS WHEREOF, each of the Optionee and the Shareholders has caused
this Agreement to be executed by its duly authorized representative.
CONSUMER FINANCE HOLDINGS, INC.,
a Nevada corporation
By: /s/ Bill C. Bradley
-----------------------------------------
Name: Bill C. Bradley
Title: Chief Executive Officer
/s/ Morris Ginsburg
--------------------------------------------
MORRIS GINSBURG
Address:
--------------------------------------------
--------------------------------------------
/s/ Irwin L. Sandler
--------------------------------------------
IRWIN L. SANDLER
Address:
--------------------------------------------
--------------------------------------------
SANDLER FAMILY PARTNERS, LTD.
By: /s/ Irwin L. Sandler
-----------------------------------------
Irwin L. Sandler, General Partner
Address:
--------------------------------------------
--------------------------------------------
15
<PAGE>
EXHIBIT A
ACKNOWLEDGMENT OF COMPANY
The Company hereby acknowledges receipt of a copy of the foregoing
Agreement and agrees to be bound by the provisions of Paragraph 5(e) of the
foregoing Agreement.
MONACO FINANCE, INC.
By: /s/ Irwin L. Sandler
-------------------------------------
Name: Irwin L. Sandler
Title: Exec. Vice President
16
<PAGE>
EXHIBIT A
IRREVOCABLE PROXY AND SPECIAL POWER OF ATTORNEY
KNOW ALL MIEN BY THESE PRESENTS that I, __________________________, in
connection with the execution of the Option Agreement, dated December 4, 1997
(the "Option Agreement"), by and among Consumer Finance Holdings, Inc., Morris
Ginsburg, Sandler Family Partners, Ltd. and Irwin Sandler, hereby make,
constitute and appoint Consumer Finance Holdings, Inc., or its designee, with
full power of substitution, as my true and lawful attorney in fact and proxy for
me and in my name, place and stead, to vote all Option Shares (as defined in the
Option Agreement) owned by me, and such additional shares of capital stock of
Monaco Finance, Inc., a Colorado corporation, to which I hold a proxy granted by
a third party, as contemplated by Section 4(a) of the Option Agreement. I
hereby further grant and give to such attorney in fact full power and authority
to do and perform every act necessary, requisite or proper to be done to
effectuate such voting of the Option Shares and other shares of capital stock as
I might do were I personally present, with full power of substitution and
revocation.
This proxy is irrevocable during the Voting Period (as defined in the
Option Agreement) and is coupled with an interest. This proxy shall
automatically expire at 12:00 Midnight, Denver, Colorado time, on the last day
of the Voting Period.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of December,
1997.
-----------------------------------
[name]
<PAGE>
EXHIBIT B
IRREVOCABLE PROXY AND SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, MORRIS GINSBURG, in connection with
the execution of the Option Agreement, dated December 4, 1997 (the "Option
Agreement"), by and among Consumer Finance Holdings, Inc., Morris Ginsburg,
Sandler Family Partners, Ltd. and Irwin Sandler, hereby make, constitute and
appoint Consumer Finance Holdings, Inc., or its designee, with full power of
substitution, as my true and lawful attorney in fact and proxy for me and in my
name, place and stead, to vote all Option Shares (as defined in the Option
Agreement) owned by me, and such additional shares of capital stock of Monaco
Finance, Inc., a Colorado corporation, to which I hold a proxy granted by a
third party, as contemplated by Section 4(a) of the Option Agreement. I hereby
further grant and give to such attorney in fact full power and authority to do
and perform every act necessary, requisite or proper to be done to effectuate
such voting of the Option Shares and other shares of capital stock as I might do
were I personally present, with full power of substitution and revocation.
This proxy is irrevocable during the Voting Period (as defined in the
Option Agreement) and is coupled with an interest. This proxy shall
automatically expire at 12:00 Midnight, Denver, Colorado time, on the last day
of the Voting Period.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of December,
1997.
/S/ Morris Ginsburg
----------------------------------------
<PAGE>
EXHIBIT B
IRREVOCABLE PROXY AND SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, SANDLER FAMILY PARTNERS, LTD., in
connection with the execution of the Option Agreement, dated December 4, 1997
(the "Option Agreement"), by and among Consumer Finance Holdings, Inc., Morris
Ginsburg, Sandler Family Partners, Ltd. and Irwin Sandler, hereby make,
constitute and appoint Consumer Finance Holdings, Inc., or its designee, with
full power of substitution, as my true and lawful attorney in fact and proxy for
me and in my name, place and stead, to vote all Option Shares (as defined in the
Option Agreement) owned by me, and such additional shares of capital stock of
Monaco Finance, Inc., a Colorado corporation, to which I hold a proxy granted by
a third party, as contemplated by Section 4(a) of the Option Agreement. I
hereby further grant and give to such attorney in fact full power and authority
to do and perform every act necessary, requisite or proper to be done to
effectuate such voting of the Option Shares and other shares of capital stock as
I might do were I personally present, with full power of substitution and
revocation.
This proxy is irrevocable during the Voting Period (as defined in the
Option Agreement) and is coupled with an interest. This proxy shall
automatically expire at 12:00 Midnight, Denver, Colorado time, on the last day
of the Voting Period.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of December,
1997.
SANDLER FAMILY PARTNERS, LTD.
By: /S/ Irwin L. Sandler
------------------------------------------
Irwin L. Sandler, General Partner
<PAGE>
EXHIBIT C
AGREEMENT AMONG CERTAIN SHAREHOLDERS OF
CAR MART, INC.
This Agreement is made and entered into this 27th day of April, 1992,
effective as of April 9, 1992, among MORRIS GINSBURG ("Ginsburg"), IRWIN L.
SANDLER ("Sandler"), and MILTON "BUD" KARSH ("Karsh") (who collectively may be
referred to herein as the "Shareholders").
RECITALS:
A. On April 9, 1992, Karsh resigned as an officer and director of Car
Mart, Inc., a Colorado corporation (the "Company").
B. As a result of such resignation, Ginsburg and Sandler are the sole
executive officers of the Company, with Ginsburg being the President and Chief
Executive Officer and Sandler being the Senior Vice President, Secretary and
Treasurer.
C. The Company has issued approximately 1,610,000 shares of Class A
Common Stock and 2,250,000 shares of Class B Common Stock. The Class A and
Class B Common Stock vote together as one class. The Class A Common Stock has
one vote per share while the Class B Common Stock has three votes per share.
The Shareholders are the record and beneficial owners of all issued and
outstanding shares of Class B Common Stock as follows:
Shares of Class
Name B Common Stock
---- ---------------
Ginsburg 900,000
Sandler 450,000
Karsh 900,000
-------
Total 2,250,000
---------
---------
D. Each share of Class B Common Stock is convertible at any time into one
share of Class A Common Stock and automatically converts into Class A Common
Stock upon death of the record holder or transfer of such stock except under
limited circumstances.
E. The Shareholders have jointly and severally guaranteed payment of
substantial loans made to the Company and have significant interest in assuring
that the present policies of management continue to be implemented.
F. The Shareholders acknowledge and agree that it is extremely important
that voting control over the Class B Common Stock be vested in the executive
officers and principal shareholders of the Company so as to allow them to
maintain control over the business and policies of the Company, not only for
their personal benefit, but also for the benefit of all present and future
shareholders of the Company.
<PAGE>
EXHIBIT C
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein, the shareholders agree as follows:
1. Karsh agrees to irrevocably appoint Ginsburg as his proxy and
attorney-in-fact (i) to vote 50% of all shares of Class B Common Stock now owned
or hereafter acquired by Karsh and, except as stated below, any and all
securities issued in exchange therefor or received in connection therewith by
way of stock split, stock dividend or other distribution, conversion into Class
A Common Stock or otherwise; (ii) to exercise all rights of conversion available
to such securities; and (iii) to transfer such securities pursuant to the
authority provided herein (the "Ginsburg Proxy"). The Ginsburg Proxy shall be
in substantially the form of Exhibit A attached hereto and incorporated herein
by this reference. Karsh agrees to promptly deliver certificates evidencing the
Class B Common Stock subject to the Ginsburg Proxy to Ginsburg to hold in
accordance with the terms of this Agreement.
2. Karsh agrees to irrevocably appoint Sandler as his proxy and
attorney-in-fact (i) to vote 50% of all shares of Class B Common Stock now owned
or hereafter acquired by Karsh and, except as stated below, any and all
securities issued in exchange therefor or received in connection therewith by
way of stock split, stock dividend or other distribution, conversion into Class
A Common Stock or otherwise; (ii) to exercise all rights of conversion available
to such securities; and (iii) to transfer such securities pursuant to the
authority provided herein (the "Sandler Proxy"). The Sandler Proxy shall be in
substantially the form of Exhibit B attached hereto and incorporated herein by
this reference. Karsh agrees to promptly deliver certificates evidencing the
Class B Common Stock subject to the Sandler Proxy to Sandler to hold in
accordance with the terms of this Agreement.
3. The proxies and other powers granted in the Ginsburg Proxy and in the
Sandler Proxy are coupled with an interest and shall be irrevocable
notwithstanding the death or disability of Karsh. All securities which are at
any time subject to the Ginsburg Proxy and the Sandler Proxy shall be
collectively referred to as the "Proxy Securities."
4. Karsh agrees not to take any action or suffer or allow the taking of
any action which would or may cause conversion of the Proxy Securities and,
accordingly, agrees that, without the prior written consent of both Ginsburg and
Sandler, he will not assign, transfer, convey, pledge or hypothecate all or any
portion of the Proxy Securities or any interest therein. Any actual or
attempted transfer by Karsh of all or any portion of the Proxy Securities or any
interest therein in violation of this Agreement shall be null and void.
Notwithstanding the foregoing and subject to any agreements now or hereafter
existing between Karsh and Ginsburg and/or Sandler, Ginsburg and Sandler agree
that Karsh may sell from time to time all or any portion of the Class A Common
Stock issuable upon conversion of the Proxy Securities; provided, however, that
in order to avoid undue disruption in the public market for the Class A Common
Stock, Karsh agrees that all such sales will be in accordance with all
requirements of Rule 144 under the Securities Act as if Karsh were an affiliate
of the Company and continued to be an affiliate of the Company at all times
during the term of this Agreement. Ginsburg and Sandler agree to use reasonable
efforts to cause conversion of the Proxy Securities as from time to time
required in connection with sales of the Class A Common Stock by Karsh
authorized hereby so long as Karsh gives them reasonable advance notice of any
such sales.
- 2 -
<PAGE>
EXHIBIT C
5. Karsh agrees that at any time, with or without notice to him, Ginsburg
and Sandler may transfer any portion or all of the Proxy Securities to one or
more voting trusts, the sole voting trustees of which shall be Ginsburg and/or
Sandler as they may agree. The voting trustee(s) shall forthwith cause the
voting trust to issue to Karsh voting trust certificates indicating Karsh as
sole beneficial owner of the Proxy Securities held by the trust. Any such trust
shall have a term of ten years and shall automatically be renewed for successive
ten-year periods unless terminated by either Karsh or any one or more of the
voting trustees not less than six months prior to expiration of the then
ten-year period. The voting trust agreement shall contain provisions allowing
Karsh to sell Class A Common Stock as provided herein.
6. The Shareholders acknowledge that counsel for the Company has prepared
this Agreement and has advised each Shareholder to retain his own separate legal
counsel to advise him in connection herewith. Each Shareholder acknowledges
that legal counsel for the Company does not and cannot represent him in
connection with the negotiation, preparation, execution and consummation of this
Agreement and all transactions contemplated hereby.
7. (i) This Agreement sets forth the understanding of the parties and
supersedes all prior written or oral understandings and agreements and may be
modified only by a writing signed by all parties; (ii) No party hereto shall
have the right to assign all or any portion of his or its interest in this
Agreement to any other person. Subject to the foregoing, all terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the successors, assigns, legal representatives, heirs and
estates of the parties hereto; (iii) This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado; (iv) The failure
of any party to insist in any one or more instances upon performance of any
terms or conditions of this Agreement shall not be construed as a waiver of
future performance of such or any other term, covenant or condition; (v) In the
event any party takes legal action against any other party in order to enforce
the terms of this Agreement, the party in whose favor a final judgment is
rendered shall be entitled to recover from the other party his or its reasonable
attorneys' fees and costs to be fixed by the court which renders such judgment.
Such fees and costs shall include those incurred in connection with any appeal
or appeals; (vi) Should any term or condition of this Agreement be determined by
a court of competent jurisdiction to be void or unenforceable, all other
provisions of this Agreement shall remain in full force and effect; and (vii)
All notices required hereunder shall be deemed to have been given when in
writing upon the earlier of personal delivery or three days following deposit in
the United States mails by certified or registered mail, postage prepaid, to the
party at the addresses set forth below. Any party hereto, by notice duly given,
may change the address for the giving of notice.
- 3 -
<PAGE>
EXHIBIT C
Executed as of the day and year first set forth above, to be effective as
of April 9, 1992.
/s/Morris Ginsburg
-----------------------------------
MORRIS GINSBURG
5801 Happy Canyon Dr.
Englewood, Col. 80111
Address
/s/Irwin L. Sandler
-----------------------------------
IRWIN L. SANDLER
9463 E. Lake Ave.
Englewood Colorado 80111
Address
/s/Milton "Bud" Karsh
-----------------------------------
MILTON "BUD" KARSH
10000 E. Yale #60
Denver, Co. 80231
Address
- 4 -
<PAGE>
EXHIBIT D
IRREVOCABLE PROXY AND SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, Milton "Bud" Karsh, of Denver,
Colorado ("Karsh"), has made, constituted and appointed and by these presents
does make, constitute and appoint Morris Ginsburg, or in his absence, Irwin L.
Sandler, as my true and lawful attorney in fact and proxy for me and in my name,
place and stead, to (i) vote 50% of all shares of Class B Common Stock of Car
Mart, Inc., a Colorado corporation (the "Company"), now owned or hereafter
acquired by Karsh and any and all securities received in exchange therefor or in
connection therewith by way of stock split, stock dividend or other
distribution, conversion into Class A Common Stock of the Company or otherwise
(the "Securities"); (ii) to exercise all rights of conversion available to the
Securities; and (iii) to transfer the Securities pursuant to the authority
granted in that certain Agreement Among Certain Shareholders of Car Mart, Inc.,
dated April 27th, 1992, and to do all things and execute all documents necessary
or required to effectuate such voting, conversion or transfer.
And I hereby given and grant to said attorney in fact full power and
authority to do and perform every act necessary, requisite or proper to be done
to effectuate such voting, conversion or transfer of the Securities as I might
or could do were I personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that my said attorney shall
lawfully do or cause to be done by virtue hereof. This proxy and power of
attorney is coupled with an interest and is not and shall not be revocable by
voluntary or involuntary act, death or disability of the principal, or
otherwise.
IN WITNESS WHEREOF I have hereunto set my hand and seal this 27th day of
April, 1992.
/s/Milton Bud Karsh
-------------------------
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledge before me, a Notary Public, this
27th day of April, 1992, by Milton Bud Karsh.
Witness my hand and official seal.
My Commission expires:
10/7/95
Notary Public
<PAGE>
EXHIBIT D
IRREVOCABLE PROXY AND SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that I, Milton "Bud" Karsh, of Denver,
Colorado ("Karsh"), has made, constituted and appointed and by these presents
does make, constitute and appoint Irwin L. Sandler, or in his absence, Morris
Ginsburg, as my true and lawful attorney in fact and proxy for me and in my
name, place and stead, to (i) vote 50% of all shares of Class B Common Stock of
Car Mart, Inc., a Colorado corporation (the "Company"), now owned or hereafter
acquired by Karsh and any and all securities received in exchange therefor or in
connection therewith by way of stock split, stock dividend or other
distribution, conversion into Class A Common Stock of the Company or otherwise
(the "Securities"); (ii) to exercise all rights of conversion available to the
Securities; and (iii) to transfer the Securities pursuant to the authority
granted in that certain Agreement Among Certain Shareholders of Car Mart, Inc.,
dated April 27th, 1992, and to do all things and execute all documents necessary
or required to effectuate such voting, conversion or transfer.
And I hereby given and grant to said attorney in fact full power and
authority to do and perform every act necessary, requisite or proper to be done
to effectuate such voting, conversion or transfer of the Securities as I might
or could do were I personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that my said attorney shall
lawfully do or cause to be done by virtue hereof. This proxy and power of
attorney is coupled with an interest and is not and shall not be revocable by
voluntary or involuntary act, death or disability of the principal, or
otherwise.
IN WITNESS WHEREOF I have hereunto set my hand and seal this 27th day of
April, 1992.
/s/Milton Bud Karsh
-------------------------
STATE OF COLORADO )
) ss.
COUNTY OF DENVER )
The foregoing instrument was acknowledge before me, a Notary Public, this
27th day of April, 1992, by Milton Bud Karsh.
Witness my hand and official seal.
My Commission expires:
10/7/95
Notary Public
<PAGE>
EXHIBIT E
AGREEMENT OF JOINT FILING
Pursuant to Rule 13-d-1(f) 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.
Date: December 11, 1997
Pacific USA Holdings Corp.
By: /s/ Bill C. Bradley
-----------------------------------
Bill C. Bradley
Chief Executive Officer
Pacific Electric Wire & Cable Co., Ltd.
By: /s/ Tung Ching-yun
-----------------------------------
Tung Ching-yun
Vice President
Consumer Finance Holdings, Inc.
By: /s/ Bill C. Bradley
-----------------------------------
Bill C. Bradley
Chief Executive Officer
