ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Officers and Directors
The names and ages of all directors and executive officers of the Company
as of December 31, 2000, along with their respective positions, term of office
and period such position(s) was held, is as follows:
Name Age Positions Held (1) Director Since
____________________ ____ _____________________________ ______________
Donald Riesterer(2) 33 Chief Executive Officer, Dec. 31, 1999
Chairman of the Board of
Directors (resigned as CEO
on March 1, 2001)
Greg Miller (3) 31 President, Director Dec. 31, 1999
Leslie Pearson(4) 37 Secretary/Treasurer, Director Dec. 31, 1999
Chief Financial Officer
Lisa Gunberg 33 Vice President, Director Dec. 31, 1999
David Thomas (5) 60 Director Dec. 31, 1999
James Gessert 47 Director Dec. 31, 1999
James B. Kylstad (6) 48 Director, CEO March 1, 2001
(1) Each of the above individuals will serve in their respective capacities
until the next annual meeting of the shareholders or until a successor
is duly qualified and elected.
(2) Also a director and a vice president of WHY USA NA; sole director,
President and CEO of NWF; president and a director of WHY USA
Advantage; and a director of WHY USA Subsidiary NO. 1. Mr. Riesterer
resigned as CEO of the Company subsequent to its year ended 2000.
(3) Also Vice President and a director of WHY USA NA.
(4) Also Secretary/Treasurer and a Director of WHY USA NA;
Secretary/Treasurer of NWF; and a director of WHY USA Subsidiary No. 1
(5) Also President, CEO and a Director of Why USA NA and vice president and
a director of WHY USA Advantage
(6) Was not an officer or director during fiscal the year covered by this
Biographical Information for Officers and Directors
DONALD L. RIESTERER, is President and principal owner of Northwest
Financial Group, Inc. and Northwest Investment Trust, Inc., affiliated
entities based in Minneapolis, Minnesota. Northwest Financial Group was
originally formed to provide loan origination services but now exists as a
holding company for real estate. He was founder, sole shareholder, and sole
director of NWF from its inception in 1998 until its acquisition by the
Company in December of 1999. Mr. Riesterer has served as Vice-President/Sales
and Marketing for Display Carousels Inc. from 1993 through 1996, a marketing
firm, and as district manager of a financial service firm, Primerica Financial
Service where he was employed from 1991 to 1993. He is a licensed real estate
agent, a life/health insurance agent, and a loan originator in several states.
He devotes a majority of his time to the Company. Mr. Riesterer attended
College of St Thomas from 1986 through 1990 where he studied theology and
GREG M. MILLER is a partner and shareholder in the law firm of Gregory
Miller and Associates, Ltd. of Minneapolis Minnesota which he founded on
January 1, 2000. Prior to that, from February of 1997 through December of
1999, he was a partner and shareholder of Davis, Dodd, Levine & Miller, Ltd.
of Minneapolis, Minnesota. Before 1997 he was a shareholder/partner in Levine
& Miller. Mr. Miller has practiced law in the Minneapolis/St Paul area since
1994. His principal areas of practice include commercial and residential real
estate transactions, and various corporate and business transactions. He
devotes approximately 90% of his time to the Company. Greg Miller received a
juris doctor degree from William Mitchell College of Law in 1994.
LESLIE M. PEARSON is a practicing attorney and is the owner of Leslie M.
Pearson Associates PA of Edina, Minnesota, which she founded in April of 1994.
Her principal areas of law practice include complex business and tax matters
for closely held businesses, personal estate planning, and various general
corporate matters. She devotes approximately 30% of her time to the Company.
Leslie Pearson received her Bachelor of Arts in Mathematics and History from
St. Olaf College in Northfield, Minnesota in 1985; in 1988 she received her
juris doctor degree from William Mitchell College of Law in St. Paul,
LISA A. GUNBERG is a principal loan officer of Northwest Financial Ltd.
where she has served in such capacity since 1998. From 1997-1998, she was
employed as a proposal writer by Health Risk Management, Inc. of Bloomington,
Minnesota; during 1995-1996 she worked as a market development analyst for
Universal Hospital Services also located in Bloomington. For the four years
prior to that Ms. Gunberg was an insurance specialist at Park Nicollet Medical
Center in St. Louis, Minnesota. She is a licensed real estate agent in the
State of Minnesota as well as a loan originator in several states. Her
business experience includes all aspects of marketing, ranging from market
research to promotion of new business opportunities. Lisa Gunberg received a
Bachelor of Arts degree in Business Management from Gustavus Adolphus College
of St. Peter, Minnesota in 1990; she earned her masters degree in Business
Communications in 1998 from the University of St. Thomas of Minneapolis,
DAVID O. THOMAS is President of the Company's subsidiary WHY USA NA, a
position held since its inception in July of 1998. Prior to its inception he
was president of its predecessors since 1996. Mr. Thomas owns and operates
three WHY USA franchise offices in northwest Wisconsin. He has 20 years of
experience in building and developing condos, homes and commercial real estate
and currently serves as President of Northern Waters Board of Realtors. Mr.
Thomas attended the University of Minnesota, and has been licensed to sell
real estate in Wisconsin since 1973. He has also taught Real Estate License
Law courses at the technical school in northwest Wisconsin. He devotes the
majority of his time to the Company's business.
JAMES H. GESSERT is Vice President of Commercial Loans of Liberty State
Bank of St. Paul, Minnesota where he manages a portfolio of $25,000,000 in
commercial loans. He has worked for Liberty State Bank since April of 1991.
Prior to that he held various management positions in the banking industry
including Vice-President/Branch Manager of First National Bank of Brooklyn
Park, Assistant Vice President/Commercial Loans of First National Bank in
Anoka, and a National Bank Examiner for the federal Controller of the
JAMES B. KYLSTAD became a director and CEO of the Company on March 1,
2001 and also was appointed CEO upon the resignation of Donald Riesterer from
that position. For the last seven years, Mr. Kylstad has been the Chief
Executive Officer of American Home Capital Corporation which is active in
mortgage banking and related real estate services.
There are no familial relationships between the Company's officers and
Significant Employees - Key Personnel
The Company has one significant employee who is not an officer or
director of the Company, Kelley Sage. Ms. Sage, who is president of Cashline
and an officer and director of WHY USA Subsidiary No. 1, Inc., manages the
recently acquired Cashline offices in Arizona and also has the requisite
license for the Arizona office which is the principal office for the Cashline
operations. The Company has agreed to employ Ms. Sage as part of its
acquisition of Cashline due to licensing requirements. Kelley Sage has served
as president of Cashline from 1998 through the present date. She was employed
by First Financial Corporation from 1996 through 1999 where she served as Vice
President. From 1994 through 1996 she worked in accounts payable for Cross
March Personnel, Inc.
Involvement in Other Public Companies
None of the Company's officer and directors hold any positions with any
companies which would be considered "reporting" public companies.
Involvement in Certain Legal Proceedings
No present or former director, executive officer, or person nominated to
become a director or executive officer of the Company:
. Filed a petition under federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person,
or any partnership in which he was a general partner at or within
two years before the time of such filing, or any corporation or
business association of which he was an executive officer at or
within two years before the time of such filing;
. Was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and other
. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him or her from
or otherwise limiting his/her involvement in any type of business,
securities or banking activities;
. Was found by a court of competent jurisdiction in a civil action,
by the Securities and Exchange Commission or the Commodity Futures
Trading Commission, to have violated any federal or state
securities law, and the judgment in such civil action or finding by
the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated.
Compliance with Section 16(a) of the Act
Section 16(a) of the Securities Exchange Act of 1934 requires directors,
executive officers and persons who own more than ten percent of a registered
class of our equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
common stock and our other equity securities. These individuals are also
required to forward copies of all Section 16(a) reports they file to the
Company. Based solely upon review of the copies of such forms furnished to
the Company during the fiscal year ended December 31, 2000 (and during the
first quarter of 2001), the Company believes that each of its officers and
directors, and 10% shareholders filed their Form 3 Initial Statements of
Beneficial Ownership. The Form 3's were due on the effective date or July 10,
2000 and were received by the SEC on July 13, 2000.
Each of the Company's six officers and directors during 2000 (Riesterer,
Gessert, Pearson, Miller, Gunberg, Thomas) failed to file a Form 4 "Statement
of Changes in Beneficial Ownership" regarding the acquisition of options at
the end of July 2000; Don Riesterer also failed to report on two changes of
beneficial ownership of his common stock. Each of these individuals prepared
and filed a Form 5 "Annual Statement of Changes in Beneficial Ownership" in
late March 2001, reporting the acquisition of the options; and, in the case of
the Mr. Riesterer, his changes in beneficial ownership were also reported.
These Form 5's are considered delinquent because the same were due 45 days
after the year end or February 14, 2001.
To the best of the Company's knowledge and belief there were no other
Forms required to be filed by officers or directors or 10% shareholders.