The Anatomy of Public Corruption

Showing posts with label SEC. Show all posts
Showing posts with label SEC. Show all posts

Ex‐Vesco Aide Indicted on Fraud

Share:

AFL-CIO Building Investment Trust (BIT)

By Jon Peterson

Washington, D.C.-based AFL-CIO Building Investment Trust (BIT) and San Mateo-based Sares Regis Group of Northern California are planning to start development in May on the 260-unit Cadence apartment project in South San Francisco. The address of the project is 398, 400 and 405 Cypress Avenue.
The BIT has made an equity investment into the project of $143 million, as stated on the investor’s Web site. The project is being done in a partnership with the BIT and Sares Regis Group, and it has an official groundbreaking planned for May 17th. The projection is that the development will take 20 months to complete once it gets started.
Sares Regis feels that the site is a very strong location. “I think that the renters in the project will like that our project will be only a quarter mile walk to the Caltrain station. This will allow them to have public transportation either to San Francisco or Silicon Valley. The renters could also walk to downtown South San Francisco to get to shopping and entertainment locations,” says Ken Busch, senior vice president with Sares Regis Group of Northern California.
All of the apartments in the development will be market rate units. Some of the amenities in the project will include a rooftop lounge, fitness center and club rooms. The project will have five stories over two levels of parking.
“We are very excited to have this new project coming to our city. It will help with the demand for housing that we have. It will be part of our downtown specific plan that we approved in 2015 where at least 1,450 units could be added to our city going forward. Cadence will also replace a site that has been a vacant site for several years and was the home of an old Ford car dealership,” said Alex Greenwood, director of economic and community development for the city of South San Francisco.
The BIT has a significant presence in the San Francisco Bay Area. According to its 2016 fourth quarter report on its Web site, it has a portfolio in the region with a net asset value of $700 million. This region amounts to 15.3 percent of its $4.67 billion total net asset portfolio. Four of its top 10 holdings are based in the region. These are the San Pedro Square Apartments in San Jose, Hacienda Crossings shopping center in Dublin, the Alameda Landing Shopping Center in Alameda and an office building in Fremont. The trust has also invested $88 million of equity into the development of the 395-unit MacArthur Commons apartment development in Oakland, which broke ground earlier this year. This development is being done with the Trust and Houston-based Hines.

BIT’s long-term investment strategy is to build and maintain a stable and diversified pool of assets through the acquisition and development of core properties in target markets throughout the United States. Its major markets besides the San Francisco region include Seattle, New York, Chicago, Los Angeles, Minneapolis-St. Paul, Miami and Philadelphia.
Share:

Nearon Enterprises 500 La Gonda Way Danville, CA

Share:

Obit: Daniel L. Brenner L.A. County judge killed while crossing the street in Pico-Robertson

A Los Angeles County judge who also was a recognized expert in communications law was killed Monday when he was struck by a vehicle while crossing a West L.A. street, police said.
The judge, identified as Daniel L. Brenner by a court spokeswoman, was walking across Beverwil Drive near Pico Boulevard about 6 p.m. when a driver heading north struck him, said Los Angeles police Officer Tony Im.





The driver remained at the scene and is not under a criminal investigation, Im said. Brenner was taken to a hospital, where he was pronounced dead. He was 64.

Brenner was not using the crosswalk, LAPD Sgt. Benjamin Zucker said.
"He was a brilliant judge and lawyer and a beloved friend to many," said Judge Carolyn Kuhl, the presiding judge of the L.A. County Superior Court. "His death is a terrible loss for his family and the court."
Gov. Jerry Brown appointed Brenner to the bench in 2012, and the jurist had most recently heard civil matters in the Chatsworth Courthouse, according to court spokeswoman Mary Hearn.
At the time of his appointment, Brenner had been a partner in the Washington, D.C., office of Hogan Lovells LLP after spending about 17 years as the vice president of the regulatory department at the National Cable and Telecommunications Assn., an industry group.
Brenner had previously served as a top advisor to the chair of the Federal Communications Commission.
"Dan's insightful knowledge of telecommunications law made him a formidable force in public policy during his years leading the legal department at NCTA," said Michael Powell, president and CEO of the cable and telecom group.
"A prominent and distinguished member of the federal communications bar, Dan was a key staffer and advisor to two FCC chairmen during a time of immense change," he added.
Many praised Brenner for his sharp legal mind as well as his comedic talent.
For several years, Brenner performed stand-up comedy in clubs across the country and even taught a comedy course at UCLA Extension. He told The Times in 1991 that lawyers and comedians faced similar tasks: using language to be persuasive.
Brenner had earned bachelor’s and master’s degrees from Stanford University, and he graduated from Stanford Law School. Following law school, he was a clerk for U.S. District Court Judge William Byrne Jr.
During his career, Brenner wrote two legal textbooks and served as an adjunct faculty member at Georgetown University Law Center, Washington College of Law at American University and Cardozo Law School. He previously served as a faculty member at UCLA's law school and was a lecturer at USC's Gould School of Law, according to his USC biography

Share:

OBIT:ANDREA HUSEBY

Andrea's Obituary

ANDREA HUSEBY The family of Andrea Huseby sadly announces her passing on February 8, 2002 at the age of 32, from injuries resulting from a car accident. She and her husband Chris were on their way to the Opening Ceremonies of the Olympic Games. Andrea was a resident of Danville, where she had lived for six years with her husband. Andrea was born in Hayward, grew up in Niles, and was a life-long Bay Area native. In 1995 she joined Irwin Home Equity in San Ramon where she went on to develop and head the telecommunications department for many years. Last August she left to pursue the study of classic Mediterranean art, archaeology, and history at the University of California, Berkeley. She was a junior and expected to graduate next year. She loved the ocean, collecting antiques, and adventuring around the world. Her gentle manner and warm smile and laughter will be greatly missed by her devoted husband J. Christopher Huseby, her loving parents Geraldine and Paul Wright of Brentwood, her sisters and their spouses, Jamie and Peter DeLucchi of Castro Valley, and Stephanie and Scott Carstairs of Brentwood, her brothers and their spouses, Robert and Diane Wright of Brentwood, and Jon and Sue Wright of Modesto, her youngest brother Peter Wright of San Ramon, her Grandfather Mike Long of Salt Lake City, her nieces and nephews Kyle, Chase, Taylor, Scott, Morgan, Logan, Ciara, and Shelby, and Aunts and Uncles. A memorial celebration of Andrea's wonderful life will be held at The Church on the Hill, 20801 San Ramon Valley Blvd., San Ramon, Ca, 94583. on Saturday, February 16 at 11:00 am with a Luncheon reception immediately following the service. Internment will be private and the family respectfully requests that in lieu of flowers, donations be made to the Andrea Huseby Scholarship Fund, Attention: Debbie Whiteman, The Irwin Home Equity Foundation, 12677 Alcosta Blvd., Suite 500, San Ramon, CA, 94583. The Andrea Huseby Scholarship is chartered to help working adults return to school to complete their academic studies.
Share:

Wells Fargo Suicide

  • NEWS
  •  
  •  SAN DIEGO

Boyfriend Of Slain Woman Jumps Off Bay Bridge As Police Watch

2
SAN FRANCISCO (AP) - The boyfriend of a missing woman whose body was found along a remote coastal highway killed himself Tuesday, shortly after the body was identified, by jumping off the Bay Bridge, police said. He was under police surveillance at the time.

The boyfriend, Darion Sable, had told police that Jerusha Briley, 20, disappeared Saturday morning while going to buy groceries for her 23-month-old son, Gabriel.

Sable jumped off an approach to the San Francisco-Oakland Bay Bridge Tuesday afternoon, San Francisco police spokesman Dewayne Tully said. He fell about 100 feet, landing on pavement in a fenced-in area.

Fifteen minutes earlier and five blocks away, Sable had been released on his own recognizance after being jailed overnight on a drug charge, police confirmed.

Police had followed Sable after his release to see where he was going to go and to see if he would lead them to any new information in Briley's death, Sgt. James Deignan of the San Francisco Police Department.

Police said they originally thought Sable was going to try to hitchhike, but contacted the California Highway Patrol when he continued to walk onto the bridge. They said Sable probably did not know he was being followed and that they had no time to stop him from jumping.

Homicide Inspector Tony Casillas wouldn't say whether police had told Sable he was a suspect in his girlfriend's death before letting him go.

"The investigation is still in its primary stages," he said. "Everyone is innocent until proven guilty."

Sgt. Doug Pittman of the Marin County Sheriff's Office said Sable was a suspect in Briley's death, but had not been singled out as the primary suspect. He said the sheriff's office is not yet focusing on one person as a suspect.

Police also haven't determined what killed Briley, whose body was found Monday along Highway 1 about five miles north of Muir Beach in Marin County. Footprints and tiremarks found in the gravel were being studied.

Family members were told Tuesday that the body had been identified as Briley's. Her childhood friend and Gabriel's godmother, Devon Rath, told The Associated Press that the family was too distraught to comment.

Sable had called police Saturday to report Briley missing, saying she wasn't the type to leave the house, let alone her toddler, for more than a few hours without letting people know where she was.

Friends said Briley had been weaning Gabriel off breast-feeding and was making calls to invite people to his birthday party two weeks from now. The sheriff's office would not comment on the relationship between Sable and Briley's son.

Sable told missing persons investigators that Briley had been seeing a counselor for "possible depression," but that he had no more information on the subject.

But Rath told a different story to the San Francisco Examiner - that Briley was getting counseling to improve her relationship with her boyfriend and thereby provide her son with a healthy family.

"If she wanted to get away from it all, she would have called someone," her 15-year-old sister, Naomi Briley, told the Examiner. "If she had problems, she would have called someone to take the baby."
Share:

2403. Hobbs Act -- Extortion By Force, Violence, Or Fear

2403. Hobbs Act -- Extortion By Force, Violence, Or Fear


The Deadwitness.com
In Civil Litigation
Near
Pete Bennett



In order to prove a violation of Hobbs Act extortion by the wrongful use of actual or threatened force, violence, or fear, the following questions must be answered affirmatively:
  1. Did the defendant induce or attempt to induce the victim to give up property or property rights? "Property" has been held to be "any valuable right considered as a source of wealth." United States v. Tropiano, 418 F.2d 1069, 1075 (2d Cir. 1969) (the right to solicit garbage collection customers). "Property" includes the right of commercial victims to conduct their businesses. See United States v. Zemek, 634 F.3d 1159, 1174 (9th Cir. 1980) (the right to make business decisions and to solicit business free from wrongful coercion) and cited cases). It also includes the statutory right of union members to democratically participate in union affairs. See United States v. Debs, 949 F.2d 199, 201 (6th Cir. 1991) (the right to support candidates for union office); United States v. Teamsters Local 560, 550 F. Supp. 511, 513-14 (D.N.J. 1982), aff'd, 780 F.2d 267 (3rd Cir. 1985) (rights guaranteed union members by the Labor-Management Reporting and Disclosure Act, 29 U.S.C. §  411).
  2. Did the defendant use or attempt to use the victim's reasonable fear of physical injury or economic harm in order to induce the victim's consent to give up property? A defendant need not create the fear of injury or harm which he exploits to induce the victim to give up property. See United States v. Duhon, 565 F.2d 345, 349 and 351 (5th Cir. 1978) (offer by employer to pay union official for labor peace held to be "simply planning for inevitable demand for money" by the union official under the circumstances); United States v. Gigante, 39 F.3d 42, 49 (2d Cir. 1994), vacated on other grounds and superseded in part on denial of reh'g, 94 F.3d 53 (2d Cir. 1996) (causing some businesses to refuse operations with the victim sufficiently induced the victim's consent to give up property, consisting of a right to contract freely with other businesses, as long as there were other businesses beyond defendants' control with whom the victim could do business).
    Moreover, attempted extortion may include an attempt to instill fear in a federal agent conducting a covert investigation or a defendant "made of unusually stern stuff." See United States v. Gambino, 566 F.2d 414, 419 (2d Cir. 1977) (argument that FBI agent pretending to be extortion victim could not be placed in fear is not a defense to attempted extortion of the agent); see also United States v. Ward, 914 F.2d 1340, 1347 (9th Cir. 1990) (an attempt to instill fear included a demand for money from a victim who knew that the defendant was only pretending to be a federal undercover agent when he threatened the victim with prosecution unless money was paid).
    However, the payment of money in response to a commercial bribe solicitation, that is, under circumstances where the defendant does not threaten the victim with economic harm, but only offers economic assistance in return for payment to which the defendant is not entitled, is not sufficient to prove extortion by fear of economic loss. United States v. Capo, 817 F.2d 947, 951-52 (2d Cir. 1987) (solicitation of money from job applicants by persons having no decisionmaking authority in return for favorable influence with employment counselors was insufficient evidence of inducement by fear); but see United States v. Blanton, 793 F.2d 1553, 1558 (11th Cir. 1986) (inducement by fear was proven by the defendant's solicitation of a labor consulting contract, to help employer stop outside union organizing, when the solicitation was accompanied by defendant's threat to form another union and begin organizing employees if the consulting contract was not accepted).
  3. Did the defendant's conduct actually or potentially obstruct, delay, or affect interstate or foreign commerce in any (realistic) way or degree? The Hobbs Act regulates extortion and robbery, which Congress has determined have a substantial effect on interstate and foreign commerce by reason of their repetition and aggregate effect on the economy. Therefore, the proscribed offenses fall within the category of crimes based on the Commerce Clause whose "de minimis character of individual instances arising under [the] statute is of no consequence." United States v. Bolton, 68 F.3d 396, 399 (10th Cir. 1995) (upholding Hobbs Act convictions for robberies whose proceeds the defendant would have used to purchase products in interstate commerce), quoting, United States v. Lopez, --- U.S. ---, 115 S.Ct. 1624, 1630 (1995); material in brackets added; see also United States v. Atcheson, 94 F.3d 1237, 1243 (9th Cir. 1996) (robbery of out-of-state credit and ATM cards); United States v. Farmer, 73 F.3d 836, 843 (8th Cir. 1996) (robbery of commercial business); United States v. Stillo, 57 F.3d 553, 558 n.2 (7th Cir. 1995).
    Hobbs Act violations may be supported by proof of a direct effect on the channels or instrumentalities of interstate or foreign commerce, as for example, where the threatened conduct would result in the interruption of the interstate movement of goods or labor. See United States v. Taylor, 92 F.3d 1313, 1333 (2d Cir. 1996) (extortion of money, unwanted labor, and subcontracts on construction projects by threatened shutdowns and labor unrest); United States v. Hanigan, 681 F.2d 1127, 1130-31 (9th Cir. 1982) (robbery of three undocumented alien farm workers while they were traveling from Mexico to the United States in search of work); United States v. Capo, 791 F.2d 1054, 1067-68 (2d Cir. 1986), vacated on other grounds, 817 F.2d 947 (2d Cir. 1987) (scheme to extort local job applicants had a potential effect on interstate applicants who might otherwise be hired).
    Indirect effects on such commerce are also sufficient, as for example, where the obtaining of property and resulting depletion of the victim's assets decreases the victim's ability to make future expenditures for items in interstate commerce. Taylor, supra (depletion of contractors' assets). However, the Seventh Circuit has distinguished Hobbs Act cases involving depletion of a business' assets from those involving the depletion of an individual employee's assets which, the court has ruled, are not as likely to satisfy the jurisdictional requirement of the Hobbs Act. United States v. Mattson, 671 F.2d 1020 (7th Cir. 1982); United States v. Boulahanis, 677 F.2d 586, 590 (7th Cir. 1982). Other circuits have agreed where the extortion or robbery of an individual has only an "attenuated" or "speculative" effect on some entity or group of individuals engaged in interstate commerce thereby diminishing the "realistic probability" that such commerce will be affected. See United States v. Collins, 40 F.3d 95, 100 (5th Cir. 1994) (conviction for robbery of a computer company employee reversed on grounds that theft of victim's automobile with cellular phone had an insufficient effect on his employer's business); United States v. Quigley, 53 F.3d 909 (8th Cir. 1995) (upholding the acquittal, following guilty verdict, of defendants who beat and robbed two individuals in route to buy beer at a liquor store).
  4. Was the defendant's actual or threatened use of force, violence or fear wrongful? Generally, the extortionate obtaining of property by the wrongful use of actual or threatened force or violence in a commercial dispute requires proof of a defendant's intent to induce the victim to give up property. No additional proof is required that the defendant was not entitled to such property or that he knew he had no claim to the property which he sought to obtain. See United States v. Agnes, 581 F.Supp. 462 (E.D. Pa. 1984), aff'd, 753 F.2d 293, 297-300 (3d Cir. 1985) (rejecting claim of right defense to defendant's use of violence to withdraw property from a business partnership).
    However, the Supreme Court has recognized a claim-of-right defense to Hobbs Act extortion in labor-management disputes. In a 1973 decision, the Court reversed the conviction of union-member defendants who had used violence against an employer's property, during an otherwise legitimate economic labor strike, in order "to achieve legitimate union objectives, such as higher wages in return for genuine services which the employer seeks." United States v. Enmons, 410 U.S. 396, 400 (1973). The Court reasoned that the legislative history of the Hobbs Act disclosed that Congress had been concerned with attempts by union officials to extort wages for unwanted and fictitious labor, to which employees were not entitled, as contrasted with the policing of legitimate labor strikes in general. Therefore, the Court concluded that the union members' use of violence during the strike was not "wrongful" for purposes of Hobbs Act extortion. The Supreme Court also made a broadly worded statement that
    "wrongful" has meaning in the Act only if it limits the statute's coverage to those instances where the obtaining of the property would itself be "wrongful" because the alleged extortionist has no lawful claim to that property.
Id.
In its labor-management context, the claim-of-right defense is not applicable where defendants do not have legitimate labor objectives. The labor claim-of-right defense has been held not to excuse the following kinds of coercive demands:
  • payoffs to union officials and employee representatives in violation of the federal labor laws (29 U.S.C. § 186); United States v. Quinn, 514 F.2d 1250, 1259 (5th Cir. 1975) (solicitation of church donation in return for removal of labor pickets); United States v. Gibson, 726 F.2d 869 (1st Cir. 1984) (request for payoff to remove pickets);
  • sham fees which labor unions are not entitled to collect under the labor laws; United States v. Wilford, 710 F.2d 439, 444 (8th Cir. 1983) (economic coercion of dues and initiation fees from truck drivers who were self-employed or who were told they would receive no member benefits);
  • employee payments which violate existing labor contracts; United States v. Russo, 708 F.2d 209, 215 (6th Cir. 1983) (under threat of job loss, employees' payment of health and pension contributions which labor contract required employer to pay);
  • employer payments to labor unions which are not included in existing labor contracts; United States v. Traitz, 871 F.2d 368, 381-82 (3d Cir. 1989) (violence used to collect fines on employers for non-compliance with union rules which were not made part of the labor contract);
  • demands that a non-union employer cease business operations during a sham union organizing campaign; United States v. Edgar Jones, 766 F.2d 994, 1002-03 (6th Cir. 1985) (violent campaign by union officials and union-represented competitor to drive the non-union employer out of business under the pretext of persuading employees to join the union and enforce area wage standards);
  • employer payments for labor consulting to establish a bogus "sweetheart union" and thereby discourage legitimate organizing by other unions; United States v. Blanton, 793 F.2d 1553 (11th Cir. 1986).
  • construction contractors' payments of money, wages for unwanted and superfluous employees, and subcontracts with employee representatives which were unrelated to the hiring of employees. United States v. Taylor, 92 F.3d 1313, 1319 and 1333 (2d Cir. 1996) (extortion of contractors by leaders of minority labor coalitions).
Several courts of appeals have limited the claim-of-right defense to the context of labor-management disputes by refusing to extend the defense to extortionate violence and economic fear in commercial disputes and public corruption cases. United States v. Debs, 949 F.2d 199, 201 (6th Cir. 1991) (violence against union members in retaliation for support of opposition candidate for union office); United States v. Castor, 937 F.2d 293, 299 (7th Cir. 1991) (violent threats to obtain consent to enter into business arrangement); United States v. Zappola, 677 F.2d 264, 269 (2d Cir. 1982) (beating of debtor to coerce repayment of purported debt); United States v. Porcaro, 648 F.2d 753, 760 (1st Cir. 1981) (franchisor's violence to compel franchisee to vacate premises); United States v. French, 628 F.2d 1069, 1075 (8th Cir.1980) (public official's kickbacks on bail bond settlements); United States v. Cerilli, 603 F.2d 415, 419 (3d Cir. 1979) (solicitation of political contributions); United States v. Warledo, 557 F.2d 721, 729-730 (10th Cir. 1977) (violence by Native Americans to compel railroad to pay reparations for tribal lands).However, other courts have held that the extortionate use of fear of economic harm in commercial disputes is subject to a claim-of-right defense on the grounds that, unlike violence, the use of economic fear is not inherently "wrongful." See United States v. Kattar, 840 F.2d 118, 123-24 (1st Cir. 1988) (threat to expose church to litigation unless purported "award" for information was paid to defendant was not a legitimate use of economic fear where the information was false and defamatory); United States v. Clemente, 640 F.2d 1069, 1077-78 (2d Cir. 1981) (extortion of bogus consulting payments from subcontractor coerced by the threat of labor unrest against the subcontractor's principal).Where the claim-of-right defense applies, courts have generally held that the Government must prove that the defendant knew that he was not entitled to receive the property which he sought to obtain. United States v. Arambasich, 597 F.2d 609, 611 (7th Cir. 1979) (demand by labor union official on employer that the official and others be hired for no-show employment using threat of labor unrest); United States v. Sturm, 870 F.2d 769, 774 (1st Cir. 1989) (in prosecution involving debtor's withholding of property from a creditor-bank, "the term 'wrongful' requires the government to prove, in cases involving extortion based on economic fear, that the defendant knew that he was not legally entitled to the property that he received."); United States v. Dischner, 974 F.2d 1502, 1515 (9th Cir. 1992) (failure to instruct that defendant must know he had no entitlement to property he sought by use of economic fear did not rise to the level of plain error; but "knowledge of the extortion encompasses knowledge of the lack of lawful claim to the property.").
[cited in USAM 9-131.010]



Share:

ComputerLand - Merisel - Synnex

From late 1995 to March 1996 I was subcontracted to ComputerLand Corporate but in another life my former Cabinet Shop built cabinets and casework for Computerland Stores, Safeway and Contra Costa College District.

There is distinctly unique about Steve Burd's connection to Hillside Covenant Church where their youth director breached my laptop in 2011 and several weeks my car was deliberately totaled in Lafayette CA but Chief Christanson  refused to investigate.  Several months later I handed documents to Chief Bryden about Gary Vinson Collins who is now dead. 

In 1995 I revealed my reports to ComputerLand Management where it was clear as day they we're losing or had lost millions.  The losses were the classic "Rocks in the Box" where returns were arriving after being stalled at VanStar distribution. 

Long after Merisel bought the rights to distribution the losses tallied up to millions.  I remember arguing with one long term employee who later was in tears.  When Merisel's stock tanked she lost everything that she invested in the closed ended investment model. 

More later. 

 
-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 FGezcPuUxKcjs61Vzk6mSOUl6mA4dPRr9G9yMZocPFCFmUwUSKb6Yb1VT0KQ5g7+
 RUlpIphMM+5WvvbFYyTrZQ==

0000724941-97-000005.txt : 19970416
0000724941-97-000005.hdr.sgml : 19970416
ACCESSION NUMBER:  0000724941-97-000005
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT:  2
CONFORMED PERIOD OF REPORT: 19970328
ITEM INFORMATION:  Acquisition or disposition of assets
FILED AS OF DATE:  19970415
SROS:   NASD

FILER:

 COMPANY DATA: 
  COMPANY CONFORMED NAME:   MERISEL INC /DE/
  CENTRAL INDEX KEY:   0000724941
  STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045]
  IRS NUMBER:    954172359
  STATE OF INCORPORATION:   DE
  FISCAL YEAR END:   1231

 FILING VALUES:
  FORM TYPE:  8-K
  SEC ACT:  1934 Act
  SEC FILE NUMBER: 000-17156
  FILM NUMBER:  97580987

 BUSINESS ADDRESS: 
  STREET 1:  200 CONTINENTAL BLVD
  CITY:   EL SEGUNDO
  STATE:   CA
  ZIP:   90245-0984
  BUSINESS PHONE:  3106153080

 MAIL ADDRESS: 
  STREET 1:  200 CONTINENTAL BLVD
  CITY:   EL SEGUNDO
  STATE:   CA
  ZIP:   90245-0984

 FORMER COMPANY: 
  FORMER CONFORMED NAME: SOFTSEL COMPUTER PRODUCTS INC
  DATE OF NAME CHANGE: 19910509


8-K
1


                                
                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
               Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934

                                
                 Date of Report: April 14, 1997


                                
                                
                          MERISEL, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                
Delaware                           0-17156               95-4172359
(State or other jurisdiction     (Commission File      (I.R.S. Employer
 of incorporation or              Number)               Identification Number)
 organization)                                       




                    200 Continental Boulevard
                   El Segundo, CA  90245-0984
            (Address of principal executive offices)
                           (Zip code)
                                
                                
                                
                         (310)  615-3080
      (Registrant's telephone number, including area code)

                                -1-

                                


Item 2.  Acquisition or Disposition of Assets

On March 31, 1997, Merisel, Inc., a Delaware corporation (the
("Company") completed the sale of substantially all of the assets
of its wholly-owned subsidiary Merisel FAB, Inc., a Delaware
corporation ("Merisel FAB"),to ComputerLand Corporation
(ComputerLand), a wholly-owned subsidiary of SYNNEX Information
Technologies, Inc., a California corporation  ("Synnex"). Merisel
FAB operates the Company's Franchise and Aggregation
Business ("FAB").  The sale was effective as of March 28, 1997,
pursuant to a Purchase Agreement (the"Purchase Agreement") dated
January 15, 1997, as amended, among the Company, Merisel FAB, 
Computerland and Synnex.

The sale price, computed based upon the February 21,
1997 balance sheet of Merisel FAB was approximately $31,992,000
consisting of ComputerLand assuming $11,992,000 of trade
payables and accrued liabilities and a $20,000,000 extended
payable due to a third party.  As part the sale, the Company
agreed to extend rebates to Synnex on future purchases at a
defined rate per dollar of purchases, not to exceed $2,000,000.
The purchase price is subject to adjustments based upon Merisel
FAB's March 28, 1997 balance sheet.  In the quarter ended
December 31, 1996, the Company recorded an impairment charge of
$2,033,000 to adjust Merisel FAB's Assets to their fair value.

For additional information see the  March 31, 1997 press release 
of Merisel, Inc.,a copy of which is attached hereto as an exhibit.

Item 7.   Financial Statements and Exhibits

(a)  Financial Statements of Business Acquired.
     Not Applicable
(b)  Pro Forma Financial Information

The Following unaudited pro forma financial statements are filed
with this report:
    Pro Forma Condensed Consolidated Balance 
     Sheet as of December 31, 1996................................. Page 4
    Pro Forma Condensed Consolidated Statements of Earnings:
     Year Ended December 31,1996................................... Page 5
     Year Ended December 31,1995................................... Page 6
    Notes to Unaudited Pro Forma Condensed Consolidated
     Financial Statements....................................... Pages 7-8
               
                                -2-



     The unaudited Pro Forma Condensed Consolidated Balance Sheet
of the Company as of December 31, 1996 reflects the financial
position of  the Company after giving effect to the disposition
of substantially all of FAB as discussed in Item 2 and assumes
the disposition took place on December 31, 1996.  The Pro Forma
Condensed Consolidated Statements of operations for the years
ended December 31, 1995 and December 31, 1996 assume that the
disposition occurred on January 1, 1995 and January 1, 1996, respectively
and are based on the operations of the Company for the years
ended December 31, 1995 and December 31, 1996.
     The unaudited pro forma condensed consolidated financial
statements presented herein are shown for illustrative purposes
only and are not necessarily indicative of the future financial
position or future results of operations of the Company, or of
the financial position or results of operations of the Company
that would have actually occurred had the transaction occurred as
of the date or for the periods presented.
     The unaudited pro forma condensed consolidated financial
statements should be read in conjunction with the historical
financial statements and related notes of the Company.

 (c) Exhibits

           2.1 Purchase Agreement dated as of  January 15, 1997
               by and among Merisel, Inc., Merisel FAB., Inc., Syn
               Fab, Inc., and Synnex Information Technologies, Inc.(1)

           2.2 Amendment No. 1 to Asset Purchase Agreement dated
               as of March 6, 1997. (1)

          99.1 Press release of Merisel, Inc. Dated
               March 31, 1997.
- -----------------
     (1)  Incorporated herein by reference to the Annual Report
          on Form 10-K of the Company for the annual period ended
          December 28, 1996.

                                -3-




                     PRO FORMA FINANCIAL INFORMATION
                      MERISEL, INC. AND SUBSIDIARIES
           UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                            (In thousands)
                                                              
Pro Forma Adjustments Historical 12/31/96 FAB Other Pro Forma Current Assets: Cash & Cash Equivalents $ 44,678 $44,678 Accounts Receivable (net of allowances) 168,295 $6,850(a) 161,445 Inventories 392,557 392,557 Prepaid Expenses 16,925 16,925 Income Taxes Receivable 2,183 2,183 Deferred Income Tax Benefit 482 482 -------- ------- -------- ------- Total current assets 625,120 6,850 618,270 Property and Equipment, Net 61,430 542(a) 60,888 Cost in Excess of Net Assets Acquired 41,724 15,374(b) 26,350 Other Assets 2,765 2,765 -------- -------- -------- ------- Total Assets 731,039 22,766 708,273 -------- -------- -------- ------- -------- -------- -------- ------- Current Liabilities: Accounts Payable $383,548 $25,711(a) $357,837 Accrued Liabilities 37,543 952(a) 4,085(c) 40,676 Short-Term Debt Long-Term Debt-Current 9,084 9,084 Subordinated Debt-Current 4,400 4,400 -------- -------- -------- ------- Total Current Liabilities 434,575 26,663 4,085 411,997 Long-Term Debt 268,079 268,079 Subordinated Debt 13,200 13,200 other Long-term Debt 188 188(a) --------- -------- -------- -------- Total Liabilities 716,042 26,851 4,085 693,276 --------- -------- -------- -------- Total Stockholders' Equity 14,997 (4,085) (4,085) 14,997 Total Liabilities and Stockholders Equity $731,039 $22,766 $708,273 -------- -------- --------- -------- -------- -------- --------- --------
See accompanying notes to unaudited pro forma condensed consolidated financial statements. -4- PRO FORMA FINANCIAL INFORMATION MERISEL, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 31, 1996 (In Thousands, Except Per Share Data)
Pro Forma Adjustments Historical 12/31/96 FAB (a) Other Pro Forma Net Sales $5,522,824 $1,021,310 $4,501,514 Cost of Sales 5,233,570 984,515 4,249,055 ---------- ---------- ---------- ---------- Gross Profit 289,254 36,795 252,459 Selling, General & Administrative Expenses 295,021 33,689 261,332 Impairment Loss 42,033 42,033 ---------- ---------- ---------- ---------- Operating Loss (47,800) (38,927) (8,873) Loss on Sale of European, Mexican and Latin American Operations 33,455 33,455 Interest Expense 37,431 255 37,176 Other Expense 20,150 58 20,092 ---------- ---------- ---------- ---------- Loss Before Income Taxes (138,836) (39,240) (99,596) Income Tax Provision (1,539) (60) (1,479) ---------- ---------- ---------- ---------- Net Loss $(140,375) $(39,300) $(101,075) ---------- ---------- ---------- ----------- ---------- ---------- ---------- ----------- Net Loss Per Share $ (4.68) $ (3.37) ---------- ---------- ---------- ----------- ---------- ---------- ---------- ----------- Weighted Average Number of Shares Outstanding 30,001 30,001 ----------- ---------- ----------- ----------
See accompanying notes to unaudited pro forma condensed consolidated financial statements. -6- PRO FORMA FINANCIAL INFORMATION MERISEL, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1995 (In Thousands, Except Per Share Data)
Pro Forma Adjustments Historical 12/31/96 FAB (a) Other ProForma Net Sales $5,956,967 $1,141,094 $ $4,815,873 Cost of Sales 5,633,278 1,097,673 4,535,605 ---------- ---------- ---------- ---------- Gross Profit 323,689 43,421 280,268 Selling, General & Administrative Expenses 317,195 41,468 2,986(b) 278,713 Impairment Losses 51,383 30,000 21,383 Restructuring Charge 9,333 9,333 ---------- ---------- ----------- ---------- Operating Loss (54,222) (28,047) (2,986) (29,161) Interest Expense 37,583 4,210 33,373 Other Expense 13,885 137 13,748 ---------- ---------- ---------- ---------- Loss Before Income Taxes (105,690) (32,394) (2,986) (76,282) Income Tax Benefit 21,779 903 20,876 ---------- ---------- ---------- ----------- Net Loss $ (83,911) $ (31,491) $ (2,986) $ (55,406) ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net Loss Per Share $ (2.82) $ (1.86) ---------- ---------- ---------- ---------- Weighted Average Number of Shares Outstanding 29,806 29,806 ----------- ---------- ----------- ----------
See accompanying notes to unaudited pro forma condensed consolidated financial statements. -7- Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements 1. General The foregoing unaudited pro forma condensed consolidated financial statements illustrate the effect of the sale by the Company of substantially all the assets of Merisel FAB, Inc. to ComputerLand Corporation ("ComputerLand"), a wholly owned subsidiary of SYNNEX Information Technologies, Inc. ("Synnex") pursuant to a Purchase Agreement (the "Purchase Agreement") among the Company, Merisel FAB, Inc., ComputerLand, and Synnex. Merisel FAB operates the Company's Franchise and Aggregation Business ("FAB"). The sales price, if computed at December, 31 1996, would have been $26,850,000 consisting of $6,850,000 of trade payable and accrued liabilites and a $20,000,000 extended payable due to Vanstar Corporation. As part of the sale, the Company agreed to extend rebates to Synnex on future purchases at a defined rate per dollar of purchases, not to exceed $2,000,000. The sales price is subject to adjustments based upon the March 28, 1997 balance sheet. Because the Company recorded an impairment charge of $2,033,000 in the quarter ended December 31, 1996 to adjust Merisel FAB's assets to their fair value, the recognition of this sale as of December 31, 1996 would not result in a loss as follows: Purchase price 26,850,000 Book value of FAB Assets purchased (7,392,000) Value of rebates to be paid to buyer (2,000,000) Intangible assets associated with FAB to be written off (15,374,000) Estimated direct and other costs associated with the transaction (2,084,000) ------------ Loss on Sale of FAB 0 ------------ ------------ 2. Pro Forma Balance Sheet Adjustments a)FAB - Represents the historical unaudited December 31, 1996 balances for Merisel FAB for those assets transferred to, and liabilities assumed by ComputerLand. b) Cost in excess of net asset acquired - Amounts relate to Merisel FAB which will be written off as a result of the sale. c) Accrued Liabilities - Represents adjustments to accrue $2,000,000 of rebates extended to Synnex as part of the purchase agreement, and $2,085,000 of direct costs associated with the sale of FAB. 3. Pro Forma Income Statement Adjustments for the Year Ended December 31, 1996 a)FAB - Represents the historical unaudited December 31, 1996 balances for Merisel FAB which are eliminated to reflect the sale of Merisel FAB. 4. Pro Forma Income Statement Adjustments for the Year Ended December 31, 1995 a)FAB - Represents the historical unaudited December 31, 1995 balances for Merisel FAB which are eliminated to reflect the sale of Merisel FAB. b)Selling, General and Administrative Expenses. In 1995 certain corporate costs were allocated by Merisel to Merisel FAB (corporate overhead, administrative expenses, etc.). It is likely that such costs would not have been eliminated due to the sale of FAB, and are therefore added back for the purposes of this pro forma presentation. -7- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereto duly authorized. MERISEL, INC. Date: April 14, 1997 /S/ JAMES E. ILLSON ---------------------------- James E. Illson, Senior Vice President Finance, and Chief Financial Officer (Duly authorized officer and principal financial officer)
EX-99 2 For Immediate Release Financial Media/Investor Relations: Rivian Bell (310) 615-6812 (310) 615-6868 (800) 686-1910 (24-hour pager) Richard Bernhardt Sr. Manager, Marketing Communications ComputerLand Corporation (510) 467-6097 richard.bernhardt@merisel.com Merisel Completes Sale of FAB Subsidiary El Segundo, Calif. (March 31, 1997) -- Merisel, Inc. (NASDAQ:MSEL) announced today that, as of March 28, 1997, the company has completed the sale of substantially all of the assets of its wholly owned subsidiary, Merisel FAB, Inc., to ComputerLand Corporation, a wholly owned subsidiary of Synnex Information Technologies, Inc., a Fremont, Calif.-based distributor of microcomputers and communication, networking, peripheral, and storage products. Merisel FAB, Inc. operated the company's ComputerLand Franchise and Datago businesses. Terms of the sale called for the buyer to acquire substantially all of the assets and assume substantially all of the liabilities of Merisel FAB, Inc. The liabilities assumed by the buyer include an extended payable of $20,000,000 due to Vanstar Corporation. In the quarter ended Dec. 31, 1996, Merisel, Inc. recorded an impairment charge of $2,033,000 to adjust Merisel FAB's assets to fair market value. Merisel, Inc. (NASDAQ:MSEL) is a leader in the distribution of computer hardware, software and networking products. Merisel distributes a full line of 25,000 products to more than 45,000 resellers throughout the U.S. and Canada. Additional information can be obtained through the company's World Wide Web site (http://www.merisel.com) or by requesting information by fax at (310) 615-6811. # # #
-----END PRIVACY-ENHANCED MESSAGE-----
Share:

OBIT: Concord CA Kevin Flanagan, The First Dead Banker

OBIT: Kevin Flanagan, The First Dead Banker

Quick Facts

Daniel Soong
Pete Bennett 
Outsourcing Deaths? »

Death of American Programmers - clearing a path for hijacking passwords

A Reader Mourns An American Programmer Who Lost His Job -And Took His Life
FROM: Gene Nelson him]

On May 13, The Contra Costa Times reported on an event that should trouble us all-the suicide of Kevin Flanagan, 41. ("Job losses sap morale of workers," by Ellen Lee - elee@cctimes.com) Kevin was not a drug addict, a convict, or a ne'er-do-well; he was a trained computer programmer with years of experience whose job was sent overseas. The Contra Costa Times story reports that "led by the information-technology industry, 3.3 million service jobs and $136 billion in wages will move from the United States to such countries as India and Russia over the next decade or so."

At the same time, the federal government is cooperating with hugely-profitable computer companies to relax H-1b visa restrictions, so thousands more programmers from India, Pakistan, and other impoverished countries can pour into the U.S.-to compete with American programmers like Kevin. In 2002, Nobel Prize-winning economist Milton Friedman characterized H-1B visas as a "government subsidy program."

A month ago, Kevin Flanagan found out that he'd be losing his job at the Bank of America's Concord Technology Center. That same day, he took his life-in the parking lot of his former employer.

It wasn't that Flanagan was surprised to lose his job-he'd seen it coming for months, as his father told the paper. Flanagan had watched as veteran co-workers were forced to train newcomers from India-then fired and replaced by the immigrants. One former employee told the CC Times that employees at Concord feel like they're "on death row. Every day you think, 'Is this the day I'm gone?' he said."

Typically, the Contra Costa Times story did not draw the connection between the loss of high-tech jobs and immigration. But one of the story's sources did; Peter Bennett, a refugee from the technology consulting industry, who founded a group called NoMoreH1B.com. On its site, Bennett estimates that "approximately 800,000 highly-skilled U.S. workers are now unemployed as a direct result of Congress' H-1B visa legislation."

The story also gave the impression that the Bank of America was shifting jobs overseas and hiring immigrants to preserve its competitiveness. But the numbers tell a different story-that of a prosperous bank which has let greed trump any sense of patriotism or social responsibility.

The Bank of America (Chairman and CEO Kenneth D. Lewis) is a public company. According to its most recent report to Securities and Exchange Commission (10-Q), the company's first quarter revenues this year were $8.85 billion-up $0.3 billion from the same quarter last year. Data processing expenses consumed only 2.94 percent of revenue-hardly a drain on profits.

But that hasn't stopped Bank of America from using immigrants to undercut American workers. The U.S. Dept. of Labor H-1B website shows that in just two years, the company has imported about 200 technical professionals, mostly managers. Many received low pay for the work they perform-for instance, one "Securities Operations Analyst" who is paid only $38,100 annually.

This is just the tip of the iceberg, since most of the bank's newly imported employees are likely to be contractors who report to the imported managers.

How do I know this? I've read it in press releases from "outsourcing" firms, mostly based in India, with names like as Syntel, Cognizant, Tata (TCS), Exult, HCL Infosys, Wipro, and Satyam-all list Bank of America as a client. Between them, they employ thousands of Non Immigrant Visa (NIV) holders who don't appear in the above Federal tabulations.

In fact, many new Bank of America contractors fail to appear on California or Federal tax rolls at all, since they are paid by foreign firms with foreign currency via the L-1 program. (But they and their families use government services, so U.S. citizen taxpayers pay those bills.)
Share:

#deadwitness One Dead PIMCO Banker is one too many

A Dead Banker was a PIMCO Banker

source:LA TIMES

Harvard Business Classes

Domestic Terrorism vs Insider Terrorism ~ Rapid Free-Falling quantitive analytics, depth of field analytics, opitcal illusions, deception and obstruction of justice, interference of investigation and placing children as your prop.

SEC Nipping at Problem

A federal investigation of Pacific Investment Management Co. is the latest crack in the armor of the $2-trillion Newport Beach fund giant, where a trustee recently questioned the $200-million salary, "bullying" behavior and "mediocre" recent performance of co-founder Bill Gross.
Word of the Securities and Exchange Commission inquiry follows a series of setbacks for Pimco, including the abrupt departure of Gross' heir apparent, Mohamed El-Erian, reports of clashes between the two and an outflow of more than $65 billion in investors' money from Gross' signature Total Return Fund.
dd Pimco said it is cooperating with the SEC, which is examining whether Pimco improperly inflated the price of bond holdings in an exchange traded fund. That could have increased the publicly reported value of the fund, which Gross personally managed.

The ETF, as such funds are known, was set up to mirror the investment style of Gross' Total Return Fund, which serves giant institutional investors. The Total Return Fund, which has $221 billion in assets, is the world's largest bond mutual fund and a staple of 401(k) and other retirement plans across the nation. The $3.6-billion Total Return Fund ETF reported investment gains of 8.7% from March through August 2012, its first six months of existence. That compared with a gain of 5.2% for the Total Return Fund it emulated, which at the time was growing rapidly and exceeded $270 billion in assets.
The Newport Beach company, which Gross co-founded in 1971, denied any wrongdoing.

"We take our regulatory obligations and responsibilities to our clients very seriously," the firm said in a statement. "We believe our pricing procedures are entirely appropriate and in keeping with industry best practices."
Pimco declined to comment further on the SEC investigation. A spokesman for the SEC in Washington declined to comment.
A person close to the investigation, speaking on condition of anonymity because the investigation is confidential, told The Times that investigators from several SEC offices around the country have been working on the case.
The investigation was first reported by the Wall Street Journal, which quoted unidentified sources as saying the SEC has been looking at the case for at least a year. Investigators have recently interviewed Pimco executives, and spent more than a day questioning the 70-year-old Gross.



The disclosure of the investigation follows other turmoil at Pimco. In a March interview with The Times, a longtime independent trustee on the board that oversees Pimco, William J. Popejoy, publicly criticized Gross — specifically his high pay, amid the fund's declining performance.
That followed high-profile clashes between Gross and El-Erian, including allegations that Gross had monitored El-Erian's phone calls.
A midsummer Pimco regulatory filing said Popejoy had resigned from the board. Popejoy's attorney said that was inaccurate but declined to elaborate on Popejoy's version of events.
Independent bond fund trustees such as Popejoy don't work for money management firms like Pimco; their job is to oversee the funds, monitoring performance on behalf of investors and negotiating the fees paid to the fund managers.


They generally work far from public scrutiny, and a bond fund trustee criticizing an asset manager, as Popejoy did, is "extremely rare," said Eric Jacobson, director of fixed-income research at fund tracker Morningstar Inc. "I cannot remember seeing anything like this in the last 10 to 15 years."
Popejoy has since declined to speak publicly about Gross and the proceedings of the board of trustees, citing the advice of attorneys. In a recent interview, he did say he had differences with the board chairman, Brent R. Harris, a Pimco managing director who is one of two insiders on the seven-man board.
One disagreement centered on the lack of diversity on the board, which is made up entirely of white men, Popejoy said.
He said that when the independent trustee Vern O. Curtis, 80, decided to step down, Harris wanted the replacement to be Peter B. McCarthy, a former banker and U.S. Treasury official. McCarthy already sits on the board that oversees Pimco's small collection of stock mutual funds.
Popejoy said he instead lobbied to add a female or minority member to the board.

Harris did not immediately respond to requests for comment. The Pimco Funds have yet to replace Popejoy or Curtis.
The SEC probe focused on whether Gross' ETF fund misled investors through such actions as buying bonds at a discount, then putting a higher value on them when reporting fund results, the Journal reported. Doing so would increase the reported net asset value of the funds.
The SEC has conducted a series of investigations of such pricing issues at mutual funds, and in some cases has brought civil charges. In 2012, UBS Global Asset Management paid $300,000 to settle accusations that it improperly priced securities in three mutual funds.
Such cases, however, can be complicated to sort out. Investigations often find no violations, said Michael Herbst, a Morningstar director of manager research.
Exchange-traded funds often do better, at least at first, than the large funds they emulate. The smaller ETFs are "nimble" and can negotiate discounts and turn quick profits on deals too small for the large funds to pursue, he said.
A powerful bond ETF like the one headed by Gross, for example, might often be able to find small, thinly traded holdings of certain corporate bonds or exotic mortgage securities that could be purchased at a sharp discount.
If an independent valuation firm, such as Interactive Data or Thompson Reuters, was unable to find a recent sale of identical securities, as often occurs, it would then estimate the value for the holdings based on recent sales of similar bonds, Herbst said. That could yield a higher value.
If the mutual fund accurately reported the purchase price, along with the independent valuation, the SEC would probably find no violation, Herbst said. Any violations of securities laws would stem from the mutual fund lying about the purchase price or the independently estimated value.
Share:

OBIT: Richmond Councilman Gary Bell Spinal Meningitis

Coming Soon

Donec id elit non mi porta gravida at eget metus. Fusce dapibus, tellus ac cursus commodo, tortor mauris condimentum nibh, ut fermentum massa justo sit amet risus. Etiam porta sem malesuada magna mollis euismod. Donec sed odio dui.
View details »

Heading

View details »

Share:

Anchor links for post titles

Popular Posts

Blog Archive

Labels

Recent Posts

Popular Posts

Labels

Recent Posts

Pages

Labels

Blog Archive

Recent Posts