James H. Leste and Stacy Leste, et al. - Page 6

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          men were aware that VALC's servicing agreement with Imperial was            
          causing Silbernagel to receive "a lot of flack" from WESAV.  They           
          knew that FAMC had not yet begun servicing loans, and they                  
          understood that FAMC would have to secure the appropriate business          
          licenses, a fidelity bond, and various insurance policies prior to          
          commencing loan service for Imperial.                                       
               Leste and Moore agreed to acquire the stock of FAMC, and they          
          executed an agreement with VALC on February 25, 1988.  Pursuant to          
          this agreement, Leste and Moore each paid $10,000 to acquire all            
          the outstanding stock of FAMC, and thereafter they became equal 50-         
          percent shareholders of FAMC.  In addition to the amounts paid for          
          FAMC's stock, Leste and Moore each contributed $10,000 to FAMC's            
          working capital to be used in acquiring office furniture and for            
          other expenses associated with getting the business started.  After         
          purchasing the stock of FAMC, Leste and Moore served as the                 
          company's chief financial officer and president, respectively.              
               At the time Leste and Moore purchased the stock of FAMC, the           
          company had not yet obtained the fidelity bond and insurance                
          policies required pursuant to  the  Imperial  loan  servicing               
          agreement.  Although FAMC began servicing some large loan pools for         
          Imperial in April 1988, FAMC's failure to obtain the fidelity bond          
          and  insurance  policies  resulted  in  a  somewhat  precarious             
          relationship with Imperial. In September 1988, Stephen M. Wright            
          (Wright), Imperial's senior vice president, wrote to Moore                  
          requesting that the fidelity bond and insurance requirements be             
          satisfied within 30 days or "I will have no choice but to consider          



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