SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)September 4, 1997
VIKING CAPITAL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter
Utah
(State or Other Jurisdiction of Incorporation)
0-22744 87-0442090
Commission File Number (IRS Employer Ident. No.)
Two Lincoln Centre, 5420 LBJ Freeway, Ste 300, Dallas, Texas 75240
(Address of Principal Executive Offices) (Zip Code)
(972) 386-9996
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to a Reorganization Agreement dated September 4, 1997 the
Registrant has acquired 100% of the issued and outstanding stock of Triple A
Annuity Marketing, Inc., an Arizona Corporation with its principal place of
business in Scottsdale, Arizona. Triple A Annuity Marketing, Inc. was acquired
for 500,000 newly issued common restricted shares of the Registrant in exchange
for all of the shares owned by Marshall Podell and Paula A. Podell each being
50% owners of Triple A Annuity Marketing, Inc. The business is a marketing
organization and has no other tangible assets except cash on hand of
approximately $50,000. The business utilizes over 3,000 sales representatives.
Mr. Podell will remain as President and Chairman and Mrs. Podell will remain as
a Board Member.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. At the time of the filing of this
Report, it is impracticable for the Registrant to provide any of the financial
statements for the acquired business required by Item 7 of Form 8-K promulgated
by the Commission under the Securities and Exchange Act of 1934, as amended (the
"Act"). Accordingly, the Registrant will file the required financial statements,
if any, as soon as practicable, but not later than November 18, 1997, as
required by Item 7.
(b) Pro Forma Financial Information. At the time of the filing of this Report,
it is impracticable for the Registrant to provide any of the pro forma financial
information required by Item 7 of Form 8-K promulgated by the Commission under
the Act. Accordingly, the Registrant will file the required financial statements
as soon as practicable, but not later than November 18, 1997, as required by
Item 7.
(c) Exhibits.
2.1 Press release dated September 11, 1997
2.2 Reorganization Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Viking Capital Group, Inc.
(Registrant)
Date: September 18, 1997 By: /S/ William J. Fossen
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William J. Fossen, President
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EXHIBIT INDEX
PAGE
EXHIBIT 2.1 PRESS RELEASE 4
EXHIBIT 2.1 REORGANIZATION AGREEMENT 6
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EXHIBIT 2.1 PRESS RELEASE
For Release After Media Contact: Robert Cathey,
2:30a.m., September 11, 1997 Ackermann Public Relations (423) 584-0550
or [email protected]
Investor Contact: William J. Fossen,
President, Viking Capital Group, Inc. (972) 386-9996
VIKING CAPITAL GROUP, INC. STEPS CLOSER TO GROWTH GOAL
WITH ACQUISITION PRODUCING $25,000,000 IN ANNUALIZED PREMIUMS
DALLAS, September 11, 1997 - Viking Capital Group, Inc., (VGCP - OTC) has
secured another milestone in its plan to build a company with $1.5 billion in
insurance managed assets. The company has acquired Triple A Annuity Marketing,
Inc. (Triple A), a national life and health insurance Managing General Agency.
The sale, structured as a tax-free exchange of stock, was closed on September 4,
1997. Triple A, based in Scottsdale, Ariz., brings to Viking current annualized
premium sales of $25,000,000 and a national sales force of more than 3,000
representatives.
William J. Fossen, president of Viking, said, "We're excited about this
acquisition not only for the increased revenue and national sales force it
brings right away to Viking, but also for the potential future revenue
opportunities it can bring. Coupled with our recent administration company
acquisition (NIAI Insurance Administrators), we have made significant steps
towards fulfilling our long-range strategic plan."
One of the goals in Viking's strategic plan is to generate fee income from
various activities including the marketing, administration and data processing
activities associated with insurance sales and policyholder service. Doing this
will offset costs associated with ultimately managing its own insurance
policies. The Triple A acquisition generates current revenue from marketing
activities.
Triple A Annuity Marketing, Inc.'s president, Marshall Podell, said, "I believe
that Viking has a solid plan for growth and that this new relationship will
contribute significantly to creating that growth. This relationship not only
provides Viking a national sales force but also brings premium income directly
into Viking's own insurance companies, once these acquisitions are made."
Marshall Podell has more than 40 years of marketing experience in the life and
health insurance industry and will remain with Viking. "As a team, we can bring
Viking's other services such as administration and data processing to our
existing corporate clients."
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VIKING ACQUIRES TRIPLE A / 2
Viking Capital Group, Inc., headquartered in Dallas, Texas, is creating a group
of streamlined companies to provide specialized administration services, using
proprietary technology to reduce costs and improve quality of service to
insurance companies, banks and other financial institutions. Simultaneously, the
company plans to purchase and manage its own portfolio of insurance company
assets. The company's strategic goal is to acquire $1.5 billion in insurance
managed assets through the purchase of existing life insurance companies.
Viking's trading symbol is VGCP and is traded in the OTC market. Additional
information about Viking can be reviewed at their home page at www.vcgi.com.
# # #
Media contact: Robert Cathey, (423) 584-0550 or [email protected]
Investor contact: William J. Fossen, President,
Viking Capital Group, Inc. (972) 386-9996
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EXHIBIT 2.2 REORGANIZATION AGREEMENT
STOCK FOR STOCK AGREEMENT
REORGANIZATION AGREEMENT between Viking Capital Group, Inc. (a Utah
corporation) and Marshall Podell and Paula A. Podell sole shareholders.
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For the acquisition by Viking Capital Group, Inc. of all the outstanding
stock of Triple A Annuity Marketing, Inc., a Arizona corporation,
in exchange for stock of Viking Capital Group, Inc., a Utah corporation,
AGREEMENT, dated as of September 4, 1997, between VIKING CAPITAL GROUP,
INC., a Utah corporation (hereinafter called Viking) and MARSHALL PODELL AND
PAULA A. PODELL (hereinafter called Podells).
Podells either owns or has the right to sell, transfer and exchange all of
the shares of the capital stock of Triple A Annuity, Inc., a Arizona corporation
(hereinafter called "Company"). Viking wishes to acquire all of the issued and
outstanding capital stock of "Company" in exchange for 500,000 shares of the
Common Restricted Stock, par value $0.001 per share, of Viking (hereinafter
referred to as Viking's Common Stock), and Podells wishes to make said exchange.
NOW THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, the parties do hereby agree as follows:
Section 1. Exchange of Shares. On the terms and subject to the conditions
set forth in this Agreement, at the time of closing referred to in Section 6
hereof , Viking will issue and deliver or cause to be issued and delivered to
Podells 500,000 shares of Viking's Common Restricted Stock in exchange for which
Podells will deliver or cause to be delivered to Viking all of the issued and
outstanding capital stock (hereinafter called the Acquired Shares) of "Company".
The Acquired Shares will consist of 200 common shares, par value 0 ($ 0 ) per
share.
Section 2. Acquired Stock. The Acquired Stock shall be determined as
follows:
(a) Amount. On the terms and subject to the conditions and adjustments set
forth in this Agreement, and in exchange for the Acquired Shares.
(b) Closing Balance Sheet. Podells, at its sole expense, shall cause to be
prepared and delivered to Viking a the Closing,
(i) an unaudited Closing Balance Sheet of the Company, which shall be
prepared in accordance with GAAP accounting principles. In connection
therewith Podells and the "Company" shall make available prior to the
Closing all financial statements, worksheets and other information
concerning the Closing Balance Sheet as Viking may reasonably request. All
costs and expenses of preparation of the Closing Balance Sheet shall be
paid by Podells.
Section 3 Rescission. Podells may rescind this Stock for Stock Agreement
one year from the closing date of this agreement should the trading price (bid)
of Viking's common stock not equal or exceed $3.00 per share. Podells shall have
the right to rescind this transaction, with a thirty day written notice to
Viking of their intention to rescind the entire transaction herein and the
return to Viking of the 500,000 Viking shares exchanged and resignation as
employees of the Company.
Section 4 Podells Control. Podells shall control all income, books and
other assets of the Company for a period of one year from the closing date of
this Stock for Stock Agreement or until the terms of this agreement have been
reached. Podells shall not however, bind the Company financially or in any way
without the full written consent of Viking.
Section 5 Intentionally Left Blank
Section 6. - Closing Date and Materials to be Delivered. The closing of the
exchange transfer assignment and delivery of the Acquired Shares provided for in
Section I hereof and the delivery by Podells and Viking of the materials
specified in Sections 13 and 14 hereof (the "Closing") shall take place at the
executive offices of Podells, located at 8711 East Pinnacle Peak Road, Suite C -
201, Scottsdale, Arizona, commencing at 12:00 o'clock Noon, Mountain Standard
time, on the 4th day of September 1997,. or such earlier date as is mutually
agreed to by the parties (herein referred to as the "Closing" or the "Closing
Date',); provided, however, that in the event that any condition to this
Agreement referred to in Section 11 and 12 is not fulfilled or satisfied by such
date, then any extensions shall be controlled by the provisions for extension of
time set forth in Section 11 and 12. In the event of postponement, the term
"Closing Date" shall be deemed to mean the date upon which the transactions
contemplated herein are actually consummated.
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Section 7. Representations of Podells. Podells represents to Viking as
follows:
(a) Organization and Qualification. The "Company" is a insurance marketing
company duly organized, validly existing and in good standing under the laws of
the State of Arizona and possesses full powers and authorities as a insurance
marketing company under such laws, without limitation or restriction, and has
the corporate power to own its properties and to carry on its business as it is
now being conducted. The "Company" is duly licensed as a foreign corporation to
carry on the business specified in the licenses issued by the jurisdictions
listed on Schedule A hereto, being the only jurisdictions in Which its business
requires it to qualify or be licensed, and it is in good standing in each such
jurisdiction. True and complete copies of each Certificate of Authority in such
jurisdictions have been delivered by the `Company' to Viking. Except as
described in any Schedule hereto, there is not now pending or threatened, any
dispute, controversy or proceeding that involves the `Company' including without
limitation, any proceeding to dissolve it, to declare its corporate rights,
powers, franchises or privileges, or any of them, null -or void or in bankruptcy
or for an arrangement or reorganization in any state or federal court. Schedule
A also separately lists each jurisdiction in which an application for a
certificate of authority is currently pending and a description of the status
thereof.
(b) Certificate of Incorporation and By-Laws. The certified copies of the
Certificate of Incorporation and the By-laws of the `Company', as amended to
date, which have been delivered to Viking and are attached hereto as Schedule B,
are true and complete. The minutes of all meetings of the "Company's"
shareholders, Board of Directors and any committees of such Board have been
delivered to Viking prior to Closing, and there is no corporate action requiring
approval by the "Company's" shareholders or Board of Directors which is not
reflected in such minutes.
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(c) Capitalization. The currently authorized capital stock of the "Company"
consists of One Hundred Thousand (100,000.) shares of common stock, par 0 Dollar
($ 0 ) per share, of which Two Hundred ( 200 ) shares are currently issued and
outstanding. All of the currently outstanding shares of stock of any kind of the
"Company" are owned, or will be acquired prior to closings by Podells free and
clear of any liens, claims or encumbrances whatsoever, and are validly issued
and outstanding, fully paid and nonassessable. There are no outstanding options,
subscriptions, warrants or other agreements of any kind obligating the "Company"
to issue any shares of stock of the "Company" or options or rights with respect
thereto; and there are no outstanding securities or instruments of any kind
which are convertible into stock of the "Company".
(d) Subsidiaries and Partnerships. The "Company" is not a party to any
partnership, joint venture or other agreement which involves the sharing of
profits or losses.
(e) Conflicting Agreements and Consents. Neither the execution and delivery of
this Agreement nor the consummation of the transactions described herein
will :
(i) conflict with the Certificate of Incorporation or By-laws of the
"Company",
(ii) conflict with or result in a breach of, or give rise to a right,
termination of, or accelerate the performance required by, any
agreement to which the "Company" or Podells are now a party, or
constitute a default thereunder, or in the creation of any liens,
charges or encumbrances upon any property "Company", or
(iii)conflict with any statute, regulation, ordinance, writ,
injunction order, judgment, decree, license, permit. or other
governmental approval to this "Company" or any of its assets is
subject.
(f) Suits and Controversies. Except as listed and fully described in Schedule
C, there are no actions, suits, proceedings or investigations pending,
threatened against or affecting the "Company" at law or in equity or before
any federal, state or local court, board or other governmental or
administrative agency. There are no controversies pending or threatened
between the "Company" and its agents or employees, except as listed in
Schedule C.
(g) Annual Statements. Schedule D contains a true and complete list, as of July
31, 1997, of all Annual Statements filed by the "Company" with insurance
administrator regulatory agencies since 1994, copies of which have been
delivered to Viking.
(h) Financial Statement. The "Company" has delivered to Viking a true copy of
the GAAP balance sheet and statement of income of the "Company" for the
year 1996 and for the year to date of July 31, 1997. Such financial
statements are complete and fairly present the financial position of the
"Company" as of December 31, 1996 and as of July 31, 1997, and the results
of operations for the "Company" for the year and the period, year to date
through July 31, 1997 then ended in conformity with GAAP accounting
principles, copies of which are attached hereto as Schedule E.
(i) Absence of Undisclosed Liabilities. As of September 1, 1997, to the best of
Podell's knowledge and belief, the "Company" had no liabilities or
obligations (whether accrued, absolute, contingent or otherwise and whether
due or to become due), which, individually or in the aggregate, were
material and were not reflected in the financial statements of the
"Company" or the notes thereto as of such date or otherwise set forth in
the attached Schedules, and
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Podells or the "Company" does not know of any basis for the assertion against
the "Company" of any such liability or obligation arising out of a transaction
entered into or any state of facts existing on or prior to such dates.
(j) Liabilities as of Closing. On the Closing ,the "Company" will have no
material liabilities or obligations (whether accrued, absolute, contingent
or otherwise and whether due or to become due) which are not fully
reflected on the face of the Closing Balance Sheet.
(k) Tax Returns and Payments. The "Company" has delivered to Viking true and
complete copies of all federal income tax returns relative to its
operations for the calendar years ended 1994, 1995, 1996 and Podells will
make available, upon request of Viking, copies of all state and federal,
payroll and franchise tax returns relative to its operation for such years,
any requests for extension of the filing of any returns currently due and
copies, if any, of report of federal and state tax authorities relating to
examinations of any tax returns for such years. The "Company" has filed
(including the period of any valid extension) all federal, state and local
tax returns and reports which have become due to be filed and has paid all
taxes, assessments, fees, interest, penalties (if any) and any other
governmental charges payable for all periods covered thereby. The "Company"
is not delinquent in the payment of taxes, assessments or government
charges. There are no assessments of additional taxes threatened against
the "Company" or its properties. No waiver of any statute of limitations or
agreement for extension of time for assessment in respect of any tax
liability of the "Company" is presently in effect. Without limiting the
foregoing, the "Company"
(i) has properly filed when due (including the period of any valid
extension) all returns and reports relating to the payment of the
employees' withheld federal, state and local income taxes, and
all FICA, FUTA and similar state and local taxes, and
(ii) has paid all amounts required to be paid thereunder, except
such withheld amounts not yet due to have been paid. These
representations shall likewise be true as to tax returns and payments
relative to the "Company's" operations for the calendar year ended
December 31. 1996, and copies of all returns and reports pertaining to
such year shall be delivered to Viking upon the filing thereof. Should
a subsequent audit by the Internal Revenue Service for calendar year
1996 or any earlier year result in any additional tax, penalty or
interest being payable, Podells shall reimburse Viking for such
amount. Viking agrees to immediately notify Podells of the pendency
and result of any such audit and shall allow Podells to participate
therein, at its own expense.
(1) Title to Properties. At Closing, the "Company" will not own or possess any
interest in any real or personal property, whether tangible or intangible,
except as set forth in the "Company's" 1996 Annual Statement, and at such
date the "Company" will have good and marketable title to all of such
properties and assets, subject to no liens, mortgages, pledges or
encumbrances 'whatsoever, except for the interest of any insurance
commissioner in securities on deposit as shown on the financial statement
provided pursuant to Section 7 (h) hereof.
(m) Contracts. Except as otherwise described in Schedule F, as of the Closing
the "Company" will not be obligated by any commitments, contracts or
agreements of any kind or nature other than insurance marketing contracts
scheduled in this Agreement in accordance with Section 9(a) hereof. Except
as described in Schedule F or in the "Company's" financial statements or
the notes thereto, there has been no breach or default or event, which with
the lapse of time or notice or both, would constitute a breach or default
on the part of the "Company" under any commitment, contract or agreement of
any kind or nature to which the "Company" or its assets are subject.
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(n) Insurance Marketing Agreements. Except as described in Schedule G, as of
the Closing the "Company" will have
(i) no insurance marketing or debt agreements , and
(ii) no liability under any insurance marketing or debt agreement .
All agreements described in Schedule G are valid, binding and in
full force and effect in accordance with their terms, and except
as set forth in such Schedule G neither the "Company", nor any
other party thereto, is in default of any of the provisions
thereof.
(o) Employment. The "Company" has no direct or indirect obligation or liability
under any employment agreement, collective bargaining agreement or employee
welfare or benefit plan, and the "Company" has no contracts, agreements or
other obligations to any employee or any affiliate of any employee.
(p) Investment Company. The "Company" is not an investment company as defined
in Section 368(a)(2)(F)(iii) and (iv), or in any event a company meeting
the requirements of Section 368(a)(2)(F)(ii), of the Internal Revenue Code.
(q) Bank Accounts and Depositories. Attached hereto as Schedule J is a true and
complete list of all of the bank accounts, safe deposit boxes and other
depositories, showing the persons having signatory authority or access
thereto, which the "Company" will have as of the Closing.
(r) Non-competition Agreements. The "Company" is not subject to any agreement
limiting or imposing any condition upon its freedom to compete in any line
of business or with any person or to utilize any information in its
possession.
(s) Compliance with Law. To the best of Podells's knowledge and belief, the
"Company" is not in violation of any law, regulation or rule or any writ,
judgment, injunction, order or decree of any court or governmental
authority whatsoever relating to conduct of its business and the ownership
of its assets.
(t) "Company". The "Company" is a corporation duly organized and validly
existing under the laws of the state of Arizona and has full power and
authority under its Certificate of Incorporation and By-Laws to enter into
and carry out the provisions of this Agreement. Podells and "Company" has
obtained all necessary approvals of the execution and delivery of this
Agreement and the consummation of the transactions contemplated herein, and
Podells and "Company" are not subject to any contract or agreement which
prevents the consummation hereof or as to which the consummation of this
Agreement would constitute a breach or default. This agreement has been
duly executed and delivered by Podells and the "Company" and constitutes
the legal, valid and binding obligation of Podells and the "Company".
(u) Disclosure. No representation by Podells contained in this Agreement or in
any Schedule, certificate, list or other document furnished or to be
furnished by or on behalf of Podells pursuant to or in connection with this
Agreement contains or shall contain any untrue statement of a material fact
or omits or shall omit to state a material fact necessary to make the
statements made, in light of the circumstances under which they are or were
made, not misleading.
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Section 8. Representations of Viking. Viking represents to Podells as
follows:
(a) Organization and Qualification. Viking is a corporation duly organized and
validly existing under the laws of the State of Utah and has full power and
authority under its Certificate of Incorporation and By-Laws to enter into
and carry out the provisions of this Agreement. Viking has obtained all
necessary approvals of the execution and delivery of this Agreement and the
consummation of the transactions contemplated herein on its part to be
obtained, and Viking is not subject to any contract or agreement which
prevents the consummation hereof or as to which the consummation of this
Agreement would constitute a breach or default or would result in the
creation of any liens, charges or encumbrances upon the property of Viking.
No other consent is required to be obtained by Viking to permit Viking to
acquire and to permit Podells to exchange the Acquired Shares as
contemplated herein.
(b) Disclosure. No representation by Viking contained in this Agreement or in
any document furnished or to be furnished by or on behalf of Viking
pursuant to or in connection with this Agreement contains or shall contain
any untrue statement of a material fact or omits or shall omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which they are or were made, not misleading.
(c) Acquired for Investment. Viking is acquiring the Acquired Shares for its
own account and not with a view to any public distribution thereof.
Section 9. Actions in Preparing for Closing and Conduct of Business Prior
to Closing:
(a) Prior to Closing, Podells agrees to take or cause the following actions to
be taken:
(i) Except for in force Insurance Marketing Contracts on Schedule K hereto
(the "Schedule K Contracts"), all marketing contracts of insurance by
the "Company" or under which it is obligated will have been completed
per the engaged insurance marketing contract have been assumed by
other financially responsible insurance companies or insurance
marketing companies, and the assets, reserves, equipment, materials,
and supplies attributable to such business will have been transferred
to such insurance companies or insurance marketing companies;
(ii) All known liabilities of the "Company" of any kind that can be paid or
assumed prior to the Closing will have been paid or assumed by a
financially responsible third party and to the fullest extent
practicable, releases of the "Company" obtained, or shall be accrued
on the closing balance sheets.
(iii)Upon reasonable advance notice, authorized representatives of Viking
shall, during normal business hours, be permitted to confer with the
"Company's" personnel and shall be given full and complete access to
all properties, books, records, contracts and documents of the
"Company". The "Company" shall furnish to Viking all information with
respect to the affairs and business of the "Company" as Viking may
reasonably request. Said inspection shall be completed by Viking not
later than September 4, 1997.
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(iv) The "Company" will operate its business and properties only in the
ordinary and regular conduct of its business; will not issue or grant
options, interests or rights of any nature whatsoever in respect of
any of its capital stock or declare or pay any dividend or make any
distribution of any kind, except as shall be disclosed to Viking prior
to Closing; will not create or permit to be created any lien, charge
or encumbrance on any of its properties.
(v) There will be no amendment to the Certificate of Incorporation or
By-Laws of the "Company" or other change in the corporate structure of
the "Company". The Podells will cause the "Company" to take such
action as may be necessary to maintain, preserve, renew and keep in
full force and effect its corporate existence, rights and franchises.
(vi) Unless otherwise consented to by Viking, the "Company" will use its
best efforts not to violate, or commit a breach of or a default under
any commitment, contract or other agreement to which it is a party or
to which any of its assets are subject or violate any applicable
statute, regulation, ordinance, writ, injunction, order, judgment of
decree of any court or other governmental agency. (vii) Except for
those transactions contemplated by or referred to in this Agreement,
the "Company" will not enter into any borrowing or any other agreement
or amendment to any existing agreement, except as shall be disclosed
to Viking prior to Closing.
(viii) Podells will use, and cause the "Company" to use, its good faith
best efforts to assist Viking in obtaining the approval of any state
regulatory agency that may be required involving a transaction of this
nature and size for the transfer of the Acquired Shares, as well as
any other regulatory approvals the parties determine to be necessary.
(ix) The "Company" will continue to file all tax returns in a timely manner
(including any valid extensions) and to pay all taxes shown as due
thereon, and the "Company" will promptly furnish Viking with a copy of
all returns as filed.
(x) Except for directors and officers of the "Company" whose written
resignations are delivered at the Closing pursuant to Section 13(d)
hereof, and as Viking and Podells may otherwise agree in writing, the
"Company" will have no employees.
(b) Prior to the Closing, Viking agrees to use its good faith best efforts to
obtain the approval of any state regulatory authority for the transfer of
the Acquired Shares, as well as any other regulatory approvals which may be
necessary to effectuate this Agreement and the transfer of assets and
business contemplated by the parties.
Section 10. Conditions Precedent to the Obligations of Viking, Podells and
"Company".
All obligations of Viking and Podells to consummate the transactions
contemplated by this Agreement are subject to the satisfaction of the following
conditions on or before the Closing, which are in addition to the conditions
specified in Sections and 11 and 12 of this Agreement:
(a) all regulatory approvals determined to be necessary by either of the parties
shall have been obtained.
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Section 11. Conditions of Termination by Viking.
(a) If, at the Closing, any of the following conditions shall exist:
(i) Any State regulator whose consent is necessary under Section 10
of this Agreement shall have withdrawn any approval described in
Section 10;
(ii) Any suit, action or other proceeding before any court or
governmental agency shall have been instituted or threatened in
which it is sought to restrain, prohibit, invalidate or set aside
the transactions contemplated by this Agreement;
(iii)Any of Podells's representations shall be inaccurate in any
material respect as of the date they were made, and, except as to
representations which are expressly limited to a state of facts
existing at a time prior to the Closing, as of the Closing as if
made on the Closing. For purposes hereof, a breach of the
representations contained in the next to the last sentence of
paragraph (a) of Section 7 will only be deemed to be material if
it appears that it could lead to a loss of license in any
jurisdiction.
(iv) The certificate of authority of the "Company" to transact
Insurance Marketing business has been withdrawn, revoked, lost,
suspended or materially limited or administrative or judicial
proceeding which could result in any such actions has been
instituted (A) in any of the states listed in Schedule L.
(v) Podells shall have failed in any material way with respect to
perform or comply with any of its covenants, agreements or
conditions required by this Agreement to be performed or complied
with by it prior to the Closing; or
(vi) Podells shall have failed to deliver at the Closing any of the
items required by Section 10 to be delivered by it at such time;
(vii)The capital of the "Company" at Closing as shown on the closing
balance sheet, is less than Forty Eight Thousand Dollars US
($48,000); then, in any event, Viking may, at its sole option,
terminate its obligation hereunder or effect one or more
postponements of the Closing with Podells's consent, but in no
event later than October 1, 1997.
(b) In the event of termination of this Agreement pursuant to Section
11(a)(ii), 11(a)(iii), 11(a)(iv), 11(a)(v), 11(a)(vi), or (11)(a)(vii),
Podells shall promptly return all Viking's documents pertaining to this
exchange.
Section 12. Conditions of Termination by Podells.
(a) If at the Closing, any of the following conditions shall exist:
(i) Any State regulatory agency of Arizona or any other regulatory
authority whose consent is necessary under Section 10 of this
Agreement shall have withdrawn such approval;
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(ii) Any suit, action or other proceeding before any court or
governmental agency shall have been instituted or threatened in
which it is sought to restrain, prohibit, invalidate or set aside
the transactions contemplated by this Agreement, and counsel for
Podells shall advise it that such matter poses a serious threat
to the transaction and has a reasonable chance of being
successfully maintained;
(iii)Any of Viking's representations shall be inaccurate in any
material respect as of the date they were made, and, except as to
representations and warranties which are expressly limited to a
state of facts existing at a time prior to the Closing, at and as
of the Closing as if made on the Closing; or
(iv) The capital of the "Company" at Closing as shown on the Closing
Balance Sheet, exceeds Fifty Thousand Dollars, US ($50,000 );
(v) Viking shall fail to deliver at the Closing any of the items
required by Section 11 to be delivered by Viking at such time;
then, the closing Date shall be postponed at Podells's election,
but in no event to later than October 1, 1997, at which time
Podells may elect to terminate this Agreement.
Section 13. To be Delivered at Closing by Podells. The following shall
be delivered by Podells to Viking at the Closing:
(a) Certificates for One Thousand (1,000) shares of common stock of the
"Company", par value zero (No par value - $0) per share, duly endorsed or,
in the alternative, having stock powers affixed thereto, in proper form for
transfer;
(b) A certificate of the Chief Executive Officer of the "Company" certifying
that each of the following attached items are true, correct and complete to
the best of his knowledge and belief:
(i) A list and complete description of any known liability or
obligation of the "Company" of any kind which has for any reason
not been assumed by a responsible third party in the manner
contemplated in Section 6 hereof; and
(ii) A list of insurance marketing contracts for the Schedule K
contracts which makes good and sufficient provision for all
benefits and debts guaranteed under the terms of such contracts,
calculated in accordance with generally accepted accounting
standards in compliance with the requirements of the States of
which the Company is authorized to market insurance and in a
manner consistent with the calculation of policy premium
commission funds and renewal funds in the most recent annual
statement;
(c) Certificate of the Secretary of "Company" dated as of the Closing, setting
forth the resolutions of its Board of Directors authorizing the execution and
delivery of this Agreement and the consummation of the transactions herein
provided for, and stating that none of such resolutions have been ended or
rescinded;
(d) Written resignations of all directors of the "Company" to be effective upon
acceptance by the "Company" except Marshall Podell and Paula A. Podell and Bill
Gardner;
(e) A favorable opinion from counsel for "Company", in form reasonably
satisfactory to Viking and its counsel, to the effect that:
14
<PAGE>
(i) the "Company" is a insurance marketing corporation duly
organized and existing in good standing under the laws of
the State of Arizona;
(ii)the "Company" is duly licensed to engage in the insurance
marketing of insurance policies in Arizona and other states
as listed on Schedule K hereto;
(iii)except as disclosed in his opinion, such counsel has no
knowledge of any inaccuracy in Section 4(a) hereof or,
except as disclosed in Schedule C, of any litigation,
proceeding or governmental investigation pending or
threatened against or relating to the "Company".
(iv)The Acquired Shares were duly and validly Issued, are fully
paid and non assessable and that none of such shares were
issued in violation of any statutory or common law.
(f) Podell Non-Compete. Podells shall at closing deliver to Viking a signed
non-compete agreement as it pertains to the business of insurance marketing,
which will exclude Pinnacle Paradise, Inc. and Pinnacle Financial Services, Inc.
attached hereto as Schedule M.
(g) Such other documents and instruments as have been reasonably requested by
Viking or its counsel, including, without limitation, minute books, stock record
books and any and all corporate and accounting books and records.
(h) The Closing Balance Sheet provided for in Section 2(b).
Section 14. To be Delivered by Viking at the Closing. The Following shall
be delivered by Viking at the Closing:
a) Viking's 500,000 common restricted stock certificate made
out to Marshall Podell and Paula A. Podell adjusted as
provided in Section 2 (a).
b) A favorable opinion of counsel for Viking, in form
reasonably satisfactory to Podells and its counsel, to the
effect:
(i) that this Agreement has been duly executed by Viking
and constitutes a legally valid and binding obligation
of Viking; and
(ii) that such corporation does not know of any regulatory
or corporate approvals necessary to the consummation of
the transaction contemplated by the definitive contract
herein. In the event said regulations or corporate
approvals become necessary, Viking will take reasonable
steps to obtain same.
Section 15. Survival of the Representations. The representations and
agreements made by each of the parties to this Agreement shall survive the
Closing and shall remain in full force and effect; provided, however, that one
party shall make no claim for a breach of any representation unless it has given
notice to the other party of the claim on or before the first anniversary of the
Closing, except that notice of a claim for inaccuracies in the representations
contained in Section 7(k) hereof may be given on or before October 1, 1997.
15
<PAGE>
Section 16. Board of Directors. The parties agree that Podells shall be
represented on the "Company's" Board of Directors as directed by Viking.
Section 17. Preferred Shares Dividends. Intentionally left blank.
Section 18. Expenses. Viking and Podells shall pay their own expenses in
connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby. Viking shall bear the cost
of obtaining the regulatory approvals, if any, provided for in this Agreement.
Section 19. Complete Agreement. This Agreement contains the entire
agreement among the parties hereto with respect to the transactions described
herein and may be amended, modified and supplemented only by a written
instrument duly signed by the parties. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute but one and the same instrument.
Section 20. Waiver. Any term or condition of this Agreement may be waived
at any time by the party which is entitled to the benefit thereof. Such waiver
shall be in writing and shall be executed by the President or Vice President of
such party. A waiver on one occasion shall not be deemed to be a waiver of the
same or any other breach on another occasion.
Section 21. Notices. All notices and other communications hereunder shall
be in writing and shall, until contrary written instructions are given, be
delivered personally to, or mailed first class, postage prepaid, registered or
certified mail return receipt requested, addressed to:
If to Viking: Viking Capital Group, Inc.
Two Lincoln Centre Suite 300
5420 LBJ Freeway
Dallas, TX 75240
Attn: William J. Fossen
If to Podells: Triple A Annuity Marketing
8711 East Pinnacle Peak Road, Suite C - 201
Scottsdale, Arizona 85255
Attn: Marshall Podell
16
<PAGE>
Section 22. Governing Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
duly executed as of the date first above written.
TRIPLE A ANNUITY MARKETING COMPANY
ATTEST /s/ William Gardner BY /s/ Marshall Podell
------------------- --------------------------
President
50% SHAREHOLDER
ATTEST /s/ William Gardner BY /s/ Marshall Podell
------------------- --------------------------
Marshall Podell
50% SHAREHOLDER
ATTEST /s/ William Gardner BY /s/ Paula A. Podell
------------------- --------------------------
Paula A. Podell
VIKING CAPITAL GROUP, INC.
ATTEST /s/ William Gardner BY /s/ William J. Fossen
------------------- --------------------------
President
17
<PAGE>
SCHEDULE A
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
Jurisdictions Licensed to do business as an insurance Agent:
ARIZONIA,
Jurisdictions in which an application for a certificate of authority is
currently pending:
NONE
18
<PAGE>
SCHEDULE B
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
Certified copies of the Certificate of Incorporation and the By-Laws of the
"Company", as amended to date, which have been delivered to Viking and are
attached hereto.
19
<PAGE>
SCHEDULE C
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
Actions, suits, proceedings or investigations pending, threatened against or
affecting the "Company" at law or in equity or before any federal, state or
local court, board or other government or administrative agency.
NONE that are material
Pending or threatened controversies between the "Company" and its agents or
employees.
NONE
20
<PAGE>
SCHEDULE D
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
This is a true and complete list of all Annual Statements filed by the "Company"
with insurance departments regulatory agencies as of June 30, 1997 since 1994,
copies of which have been delivered to Viking.
June 30, 1997 - None
1994 - None
1995 - None
1996- None
21
<PAGE>
SCHEDULE E
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
GAAP BALANCE SHEET AND STATEMENT OF INCOME OF THE "'COMPANY" FOR THE YEAR 1996
AS OF DECEMBER 31,1996.
22
<PAGE>
SCHEDULE F
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
List of the "Company's obligations for any commitments, contracts or agreements
of any kind or nature other than insurance agency scheduled in this Agreement in
accordance with Section 6(a) hereto.
TRIPLE A MARKETING, INC. HAS QUICK CLAIMED TO PAULA A. PODELL THE RESIDENCE
REVIOUSLY HELD BY THE COMPANY. SUCH QUICK CLAIM IS IN THE PROCESS OF BEING
FINANCED AND IS ATTACHED HERETO. THE BALANCE SHEET DOES NOT RECORD THIS $279,000
ASSET AND $132,000 LIABILITY AS THE TRANSACTION WAS ALREADY IN PROGRESS. THE
MOST RECENT FEDERAL TAX FILINGS REFLECT THE CHANGE OF OWNERSHIP.
List of any breach or default or event, which with the lapse of time or no ice
or both, would constitute a breach or default on the part of the "Company" under
any commitment, contract or agreement of any kind or nature to which the
"Company" or its assets are subject. Except as described in the "Company's"
financial statements or the notes thereto.
23
<PAGE>
SCHEDULE G
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
Listing of the "Company's" insurance marketing or debt agreements, and liability
under insurance marketing or debt agreements
FIRST PENN PACIFIC LIFE INSURANCE COMPANY 1801 South Meyers Road, Oakbrook, Ill
60181
AMERICAN COMMUNITY LIFE INSURANCE COMPANY
3920 Seven Mile Road, Livonia, Mich. 48152
COMBINED INSURANCE COMPANY OF AMERICA
4860 Street Road, Trevois, Penn. 19049
ALL OF THE ABOVE CONTRACTS HAVE DEBT AGREEMENTS, HOWEVER, THE "COMPANY" HAS NO
ADVANCE LOAN CONTRACTS OUTSTANDING AND THEREIN, HAS NO LIABILITIES FROM ANY OF
THE ABOVE CONTRACTS.
24
<PAGE>
SCHEDULE H
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
A true and complete list of all Insurance Marketing Contracts and policies in
which the "Company" is required to market various insurance products in a
specific territory for a specific period of time and/or has a exclusive contract
to market such insurance products.
FIRST PENN PACIFIC LIFE INSURANCE COMPANY 1801 South Meyers Road, Oakbrook, Ill
60181
AMERICAN COMMUNITY LIFE INSURANCE COMPANY
3920 Seven Mile Road, Livonia, Mich. 48152
COMBINED INSURANCE COMPANY OF AMERICA
4860 Street Road, Trevois, Penn. 19049
ALL OF THE ABOVE CONTRACTS HAVE DEBT AGREEMENTS, HOWEVER, THE "COMPANY" HAS NO
ADVANCE LOAN CONTRACTS OUTSTANDING AND THEREIN, HAS NO LIABILITIES FROM ANY OF
THE ABOVE CONTRACTS.
25
<PAGE>
SCHEDULE J
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
List of all the Bank Accounts, safe deposit boxes and other depositories,
showing the persons having signatory authority or access thereto.
BANK ACCOUNTS OF THE COMPANY
BANK ONE
P.O. Box 71
Phoenix, AZ 85001
SIGNATURES AUTHORIZED
MARSHALL PODELL
PAULA PODELL
26
<PAGE>
SCHEDULE K
OF
REORGANIZATION AGREEMENT
BETWEEN
VIKING CAPITAL GROUP, INC.
AND
MARSHALL & PAULA PODELL
Listing of all INFORCE Insurance Marketing Contracts.
FIRST PENN PACIFIC LIFE INSURANCE COMPANY
AMERICAN COMMUNITY LIFE INSURANCE COMPANY
COMBINED INSURANCE COMPANY OF AMERICA
27
