About EDGAR Online | Login
 
Enter your Email for a Free Trial:
The following is an excerpt from a 10KSB/A SEC Filing, filed by VESTIN GROUP INC on 8/4/2004.
Next Section Next Section Previous Section Previous Section
VESTIN GROUP INC - 10KSB/A - 20040804 - PART_III

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The following sets forth certain information regarding the directors and executive officers of Vestin Group as of March 15, 2004:

             
Name   Age   Title
Michael V. Shustek
    45     Chairman of the Board, Chief Executive Officer, President and Director
Lance K. Bradford
    37     Treasurer, Chief Financial Officer and Director
Ira S. Levine
    43     Secretary
Michael J. Whiteaker
    54     Vice President of Regulatory Affairs
Peggy Shustek
    34     Vice President of Vestin Mortgage, a subsidiary of Vestin Group
Daniel B. Stubbs
    42     Senior Vice President, Underwriting of Vestin Mortgage, a subsidiary of Vestin Group
Robert J. Aalberts
    53     Director
David Chavez
    39     Director
Roland M. Sansone
    49     Director

All the directors of Vestin Group hold office until the next annual meeting of stockholders. The last annual meeting of Vestin Group stockholders was November 24, 2003. Michael Shustek can cause a change in the Board of Directors of Vestin Group by virtue of his controlling ownership interest in Vestin Group. The By-laws of Vestin Group provide for up to five directors and permit the Board of Directors to fill any vacancy on the Board of Directors. Officers of the company serve at the discretion of the Board of Directors.

The principal occupation and business experience for each of our officers and directors and key employees, for at least the last five years, are as follows:

Robert J. Aalberts has been a director of Vestin Group since April 1999. Since 1991, Professor Aalberts has held the Ernst Lied Professor of Legal Studies professorship at the University of Nevada, Las Vegas. From 1984 to 1991, Professor Aalberts was an Associate Professor of Business Law at Louisiana State University in Shreveport, Louisiana. From 1982 through 1984, he served as an attorney for Gulf Oil Company. Professor Aalberts has co-authored a book relating to the regulatory environment, law and business of real estate; and he is the author of numerous legal articles, dealing with various aspects of real estate, business and the practice of law. Professor Aalberts received his Juris Doctor degree from Loyola University, in New Orleans, Louisiana, received his Masters of Arts from the University of Missouri in Columbia, Missouri and received a Bachelor of Arts degree in Social Sciences, Geography from the Bemidji State University in Bemidji, Minnesota. He is admitted to the State Bar of Louisiana but is presently on inactive status.

Lance K. Bradford has served as Chief Financial Officer, Treasurer and Secretary and a director of Vestin Mortgage and Treasurer and a director of Vestin Group since April 1999. In addition, Mr. Bradford was appointed as Chief Financial Officer of Vestin Group in February 2004 and serves on the Company’s loan committee. Mr. Bradford also served as President of Vestin Group from January 2001 until February 2004. Mr. Bradford previously held the office of Chief Financial Officer of Vestin Group from 1999 to September 2002. Mr. Bradford also acts as the functional equivalent of a Chief Financial Officer for both Vestin Fund I and Vestin Fund II. Mr. Bradford was also the Corporate Secretary of Vestin Group from 1999 to 2000. Since 1992, Mr. Bradford has been a partner in L.L. Bradford & Company, Las Vegas, Nevada, a certified public accounting firm that he founded. From 1988 to 1991, Mr. Bradford served as an accountant with Ernst & Young International. Mr. Bradford received a Bachelor of Science degree in Accounting from the University of Nevada, in Reno, Nevada.

David Chavez was elected as a director in November 2003. Mr. Chavez has served as the chief executive officer of Chavez & Koch, a business consulting and certified public accounting firm since 1996. Prior to 1996, Mr. Chavez served in both the tax and audit practices of Arthur Andersen. Mr. Chavez serves as the chairman of the Henderson Chamber of Commerce’s Business Action Committee. Mr. Chavez received his Bachelor of Science in Business Administration from the University of Nevada, Las Vegas with a concentration in Accounting. Mr. Chavez is a certified public accountant.

3


Table of Contents

Ira S. Levine has been the Corporate Secretary of Vestin Group since January 2001. Mr. Levine also served as the Executive Vice President of Legal and Corporate Affairs from September 2000 to December 2003. Mr. Levine received his Bachelor of Science in Business Administration specializing in Accounting from the University of Nevada in 1982, his Juris Doctor from Pepperdine University School of Law in 1985 and his Masters of Legal Letters in Taxation from New York University in 1986. Mr. Levine is a member of the state bars of both Nevada and California. Since July 2003, Mr. Levine has been a partner of Levine, Garfinkel & Katz, LLP. From 1997 to 2003, Mr. Levine was a partner in the law firm of Berkley, Gordon, Levine, Goldstein & Garfinkel, LLP. Prior to that he was a shareholder in the law firm of Levine, McBride & Garfinkel, LLP. From 1995 to 1997, Mr. Levine was a shareholder in the law firm of Quartes & Brady LLP, formerly known as Streich Lang. Prior to that, Mr. Levine was senior vice president, secretary and general counsel of United Gaming, Inc. now known as Alliance Gaming, Inc. Mr. Levine started his legal career with the law firm of McKenna Long & Aldridge LLP formerly known as McKenna, Conner & Cuneo in Los Angeles, California.

Peggy Shustek has been with Vestin Group since September 1995, and is currently Vice President of Vestin Mortgage. Ms. Shustek was the President of Vestin Mortgage from January 2001 to February 2004. From 1997 to 2000, Ms. Shustek was the Senior Vice President of Vestin Mortgage. Ms. Shustek is responsible for all new and existing clients, loan packages and manages investor relationships and serves as the administrator of the corporate offices. Ms. Shustek has over ten years of experience in title, escrow and private lending. Ms. Shustek is the former wife of Mr. Shustek, the Company’s Chief Executive Officer, President and Chairman.

Roland M. Sansone was elected as a director in November 2003. Mr. Sansone has served as President of Sansone Development, Inc. since 2002. Sansone Development, Inc. is a real estate development company. Mr. Sansone has been self-employed as a manager and developer of real estate since 1980. Mr. Sansone is currently the president of several companies that develop, own and manage commercial and residential property. Mr. Sansone attended Mt. San Antonio College.

Michael V. Shustek has been a director of Vestin Mortgage, a subsidiary of Vestin Group, and Chairman of the Board of Directors, Chief Executive Officer and a director of Vestin Group since April 1999. In February 2004, Mr. Shustek became the President of Vestin Group. Mr. Shustek also serves on the Company’s loan committee. In 2003, Mr. Shustek became the Chief Executive Officer of Vestin Mortgage. In 1995, Mr. Shustek founded Del Mar Mortgage, and has been involved in various aspects of the real estate industry in Nevada since 1990. In 1993, he founded Foreclosures of Nevada, Inc., a company specializing in non-judicial foreclosures. In 1993, Mr. Shustek also started Shustek Investments, a company that originally specialized in property valuations for third-party lenders or investors and which continues today as the primary vehicle for his private investment portfolio. In 1997, Mr. Shustek was involved in the initial founding of Nevada First Bank, with the largest initial capital base of any new state charter in Nevada’s history. Mr. Shustek has co-authored two books, entitled “Trust Deed Investments”, on the topic of private mortgage lending, and “If I Can Do It, So Can You”. Mr. Shustek is a guest lecturer at the University of Nevada, Las Vegas, where he also has taught a course in Real Estate Law and Ethics. Mr. Shustek received a Bachelor of Science degree in Finance at the University of Nevada, Las Vegas. Mr. Shustek is the former husband of Ms. Shustek, the Vice President of Vestin Mortgage.

Daniel B. Stubbs has been the Executive Vice President, Underwriting of Vestin Mortgage since January 2000. Mr. Stubbs is responsible for analyzing the risks of each loan as well as prescribing Title Insurance coverage for each individual transaction. In addition, Mr. Stubbs serves on the loan committee and acts as a liaison between Vestin Mortgage and the various banks that carry its lines of credit. Mr. Stubbs has over 13 years experience in the Title Insurance industry. Mr. Stubbs received his Bachelor of Arts in Communications Studies from the University of Nevada, in Las Vegas, Nevada.

Michael J. Whiteaker has been Vice President of Regulatory Affairs of Vestin Group since May 14, 1999 and is experienced in the banking and finance regulatory fields, having most recently served with the State of Nevada, Financial Institution Division from 1982 to 1999 as its Supervisory Examiner, responsible for the financial and regulatory compliance audits of all financial institutions in Nevada. Mr. Whiteaker has worked extensively on matters pertaining to both state and federal statutes, examination procedures, policy determination and credit administration for commercial and real estate loans. From 1973 to 1982 Mr. Whiteaker was Assistant Vice President of Nevada National Bank, responsible for a variety of matters including loan review.

Audit Committee

Vestin Group has established an Audit Committee currently comprised of Robert Aalberts, David Chavez, and Roland Sansone. The Board of Directors of the Company believes that Mr. Chavez is an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B and meets the definition of “independent director” as defined in Rule 4200 of the Marketplace Rules of the National Association of Securities Dealers, Inc.

Director Compensation

We pay our non-employee directors a retainer of $1,500 for each Board meeting attended in person, $750 per Board meeting attended by telephone conference and $500 for each committee meeting attended, whether in person or by telephone. Non-employee directors are reimbursed for reasonable travel time and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors and committees of the Board of Directors. Each outside director typically receives 15,000 options to acquire the Company’s common stock at the then fair market value on the date the non-employee director is elected to the Board.

Employee directors do not receive any additional compensation for serving as members of our Board of Directors or any committee of our Board of Directors. Employee directors are eligible to participate in our compensation and benefit plans that are generally available to our other employees, including the receipt of stock options under our 2000 Stock Option Plan and 401(k) Plan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers and directors, and persons who own more than 10% of a registered class of its equity securities, to file an initial report of securities ownership on Form 3 and reports of changes in securities ownership on Form 4 or 5 with the Securities and Exchange Commission. Such executive officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on the Company’s review of the copies of such forms received by the Company, or written representations from certain reporting persons that no Forms 4 or 5 were required for such persons, the Company believes that, for the 2003 fiscal year, the Company’s executive officers and directors timely filed all reports required under Section 16(a) for such fiscal year except that Michael V. Shustek failed to file a Form 4 for warrants granted in connection with his compensation and Daniel Stubbs failed to file a Form 3 to report his securities ownership as an executive officer of the Company.

CODE OF ETHICS

The Company has adopted a code of ethics that applies to the executive officers and senior financial and accounting officers of the Company. The Company’s code of ethics has been filed as Exhibit 14.1 to the Company’s Form 10-KSB filed on March 30, 2004. If we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code of ethics to our chief executive officer, chief financial officer or chief accounting officer, we will disclose the nature of such amendment or waiver on our website or in a Report on Form 8-K or quarterly or annual report under the Securities and Exchange Act of 1934.

4


Table of Contents

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Share Ownership

The following table indicates the beneficial ownership of Vestin Group’s voting securities by each person known by Vestin Group to be the beneficial owner of more than 5% of such securities, as well as the securities of Vestin Group beneficially owned by all officers and directors of Vestin Group as of April 15, 2004. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or that will become exercisable within 60 days of April 15, 2004, are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown.

                 
            Percentage of
    Common Stock   Common Stock
Name
  Beneficially Owned
  Beneficially Owned(1)
Michael V. Shustek, Chairman, Chief Executive Officer and President of Vestin Group and Chief Executive Officer and President of Vestin Mortgage
2901 El Camino Avenue
Las Vegas, Nevada 89102
    5,164,199 (2)     70.5 %
Ira S. Levine, Corporate Secretary of Vestin Group
2901 El Camino Avenue
Las Vegas, Nevada 89102
    175,100 (3)     3.2 %
Peggy Shustek, Vice President of Vestin Mortgage
    110,984 (4)     1.8 %
2901 El Camino Avenue
Las Vegas, Nevada 89102
               
Lance K. Bradford, Treasurer, Chief Financial Officer and Director of Vestin Group and Chief Financial Officer, Treasurer, Secretary and Director of Vestin Mortgage
    97,160 (5)     *  
2901 El Camino Avenue
Las Vegas, Nevada 89102
               
Daniel Stubbs, Senior Vice President, Underwriting of Vestin Mortgage
    34,325 (6)     *  
2901 El Camino Avenue
Las Vegas, Nevada 89102
               
Michael J. Whiteaker, Vice President of Regulatory Affairs of Vestin Group
    50,300 (7)     *  
2901 El Camino Avenue
Las Vegas, Nevada 89102
               

5


Table of Contents

                 
            Percentage of
    Common Stock   Common Stock
Name
  Beneficially Owned
  Beneficially Owned(1)
Robert J. Aalberts, Director of Vestin Group
    16,700 (8)     *  
2901 El Camino Avenue
Las Vegas, Nevada 8910
               
David Chavez, Director of Vestin Group
    0       *  
2901 El Camino Avenue
Las Vegas, Nevada 89102
               
Roland M. Sansone, Director of Vestin Group
    0       *  
2901 El Camino Avenue
Las Vegas, Nevada 89102
               
Bernard Greenblatt Trust U/A/D 7/15/96, Bernard Greenblatt, Trustee
880 Buffwood Avenue
Las Vegas, Nevada 89123
    373,355 (9)     7.0 %
The Redd 1996 Trust, William Si Redd, Trustee
2340 Camero Avenue
Las Vegas, Nevada 89123
    834,704 (10)(11)     15.7 %
Planned Licensing, Inc.
300 East 51st Street
New York, New York 10022
    1,200,000 (13)     18.4 %
All directors and executive officers as a group (9 persons)(12)
    5,648,768       73.3 %


*   Less than 1%
 
(1)   Based upon 5,328,340 shares outstanding on April 15, 2004.
 
(2)   Includes warrants to purchase up to 2,000,000 shares of Common Stock within 60 days of April 15, 2004.
 
(3)   Includes options to purchase up to 150,000 shares of Common Stock exercisable within 60 days of April 15, 2004.
 
(4)   Includes options to purchase up to 66,109 shares of Common Stock exercisable within 60 days of April 15, 2004.
 
(5)   Includes warrants to purchase up to 66,660 shares of Common Stock exercisable within 60 days of April 15, 2004.
 
(6)   Includes options to purchase up to 31,665 shares of Common Stock exercisable within 60 days of April 15, 2004.
 
(7)   Includes options to purchase up to 50,000 shares of Common Stock exercisable within 60 days of April 15, 2004.
 
(8)   Includes options to purchase up to 15,000 shares of Common Stock exercisable within 60 days of April 15, 2004.
 
(9)   The primary beneficiaries of the Greenblatt Trust are three hospitals and Leona Ledbedder.
 
(10)   Includes warrants to purchase 12,336 shares of Common Stock of the Company held by Millennium 2001 Trust, which has common beneficiaries as the Redd 1996 Trust. The Redd 1996 Trust and the Millennium 2001 Trust are hereinafter referred to collectively as the “Redd 1996 Trust.” The beneficiary of the Redd 1996 Trust is Tammy Redd.

6


Table of Contents

(11)   The holders of the Company’s preferred stock are entitled to convert their preferred stock into common stock at a ratio of $6.08 for one share of common stock. If all of the preferred stockholders were to convert into common stock, the Redd 1996 Trust would own approximately 12.3% of the total issued and outstanding shares and the Bernard Greenblatt Trust would own approximately 5.5%. In addition, the beneficial ownership of the following stockholders would be reduced as follows: Michael Shustek 58.7%, Ira Levine 2.5%, Peggy Shustek 1.6%, Lance Bradford 1.4%, and all directors and executive officers as a group 61.5%.
 
(12)   Includes options and warrants to purchase up to 2,379,434 shares of Common Stock exercisable within 60 days of April 15, 2004.
 
(13)   Consists of warrants to purchase up to 1,200,000 shares of Common Stock exercisable within 60 days of April 15, 2004.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2003 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

                         
                    Number of Securities
                    Remaining Available for
                    Future Issuance Under
    Number of Securities to be           Equity Compensation
    Issued Upon Exercise of   Weighted-average Exercise   Plans
    Outstanding Options,   Price of Outstanding Options,   (Excluding Securities
Plan Category
  Warrants and Rights
  Warrants and Rights
  Reflected in Column (a))
    (a)
  (b)
  (c)
Equity Compensation Plans Approved by Stockholders (1)
    1,129,330     $ 5.57       370,670 (2)
Equity Compensation Plans Not Approved by Stockholders
    2,000,000 (3)   $ 4.53        
 
   
 
             
 
 
Total
    3,129,330               370,670  
 
   
 
             
 
 


(1) Consists of the 2000 Stock Option Plan, as amended in 2002.

(2) Consists of shares available for future issuance under the 2000 Stock Option Plan. As of December 31, 2003, an aggregate of 370,670 shares of our common stock were available for issuance under the 2000 Stock Option Plan.

(3) Consists of 2,000,000 warrants of which 500,000 has been granted each year for the past four years to Mr. Shustek pursuant to his employment agreement.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

             
Exhibit       Page Number/
Number   Description   Filing Method
2.1
  Agreement and Plan of Reorganization among the Company, Capsource, Inc. and Stephen J. Byrne, dated as of April 9, 1999     (1 )
 
2.2
  Asset Acquisition Agreement between the Company and Del Mar Holdings, Inc., dated as of April 9, 1999     (1 )
 
2.3
  Asset Acquisition Agreement between the Company and Del Mar Mortgage, Inc., dated as of April 9, 1999     (1 )
 
2.4
  Agreement and Plan of Reorganization among the Company, L. L. Bradford & Company and the Shareholders of L. L. Bradford & Company, dated June 30, 2000     (2 )
 
3.1
  Certificate of Incorporation     (3 )
 
3.2
  By-laws     (3 )
 
10.1
  Employment Agreement between Del Mar Mortgage, Inc. and Steve Byrne, dated November 3, 1998     (4 )
 
10.2
  Transition Agreement between Del Mar Mortgage, Inc. and Capsource, Inc., dated April 27, 1999 and First Amendment thereto, dated April 27, 1999     (4 )
 
10.3
  Employment Agreement between Del Mar Mortgage and Mike Whiteaker, dated May 3, 1999     (4 )
 
10.4
  The 2000 Stock Option Plan of Sunderland Corporation     (4 )
 
10.5
  Employment Agreement between the Company and Michael V. Shustek, dated December 1, 1999     (4 )
 
10.6
  Employment Agreement by and between the Company and Peggy May (now known as Peggy Shustek), dated September 1, 2001.        
 
10.7
  Totally Restated and Amended Employment Agreement by and between the Company and Lance Bradford, dated as of January 1, 2003.        
 
10.8
  Third Amended and Restated Operating Agreement of Vestin Fund I, LLC (formerly known as DM Mortgage Investors, LLC), dated as of November 2, 2000     (5 )
 
10.9
  Certificate of Designations authorizing the issuance of Series A Convertible Preferred Stock     (6 )
 
10.10
  Operating Agreement of Vestin Fund II, LLC, dated as of December 7, 2001     (7 )
 
10.11
  License Agreement by and between the Company and Planned Licensing, Inc., dated as of January 2001     (8 )
 
10.12
  Amended and Restated Intercreditor Agreement by and between Vestin Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC and Owens Financial Group, Inc., dated as of September 25, 2002        
 
10.13
  Amended and Restated Operating Agreement of Vestin Fund III, LLC, dated as of May 2, 2003     (13 )
 
10.14
  Office Lease Agreement between the Company and The Wildwood Hills Development, Corporation, dated January 5, 2001        
 
10.15
  Employment Agreement by and between the Company and Daniel Stubbs, dated January 1, 2003     (11 )
 
10.16
  Office Lease by and between Luke Properties, LLC and the Company, dated March 2004        
 
10.17
  Separation Agreement and Release of All Claims by and between Steve Byrne and the Company, dated as of October 14, 2003     (11 )
 
10.18
  Amended and Restated Intercreditor Agreement by and among Vestin Mortgage, Inc., Vestin Fund I, LLC, Vestin Fund II, LLC, Owens Financial Group, Inc., and Owens Mortgage Investment Fund, dated April 18, 2003     (9 )
 
10.19
  Aircraft Usage Agreement by and between the Company and C5, LLC, dated September 1, 2002     (9 )
 
10.20
  Indemnity Agreement by and between the Company and Del Mar Mortgage, Inc., dated April 15, 2003     (10 )
 
10.21
  Guaranty by and among the Company, Michael V. Shustek, and Del Mar Mortgage, Inc., dated April 15, 2003     (10 )
 
10.22
  Office Lease Agreement by and between The Wildwood Hills Development, Corporation and the Company, dated January 5, 2001     (12 )
 
10.23
  Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV, LLC and the Company, dated August 1, 2002     (12 )
 
10.24
  Office Lease Agreement by and between The Wildwood Hills Development, Corporation and the Company, dated January 5, 2001     (12 )
 
10.25
  Office Lease Agreement by and between 2901 El Camino, Las Vegas, NV, LLC and the Company, dated August 1, 2002        
 
14.1
  Code of Ethics     (11 )
 
21.1
  List of Subsidiaries of the Company     (11 )
 
31.1
  Section 302 Certification of Michael V. Shustek        
 
31.2
  Section 302 Certification of Lance K. Bradford        
 
32
  Certification Pursuant to U.S.C. 18 Section 1350        


(1)   Previously filed on Form 8-K (File No. 000-24803) on May 4, 1999.
 
(2)   Previously filed on Form 8-K (File No. 000-24803) on April 14, 2000.
 
(3)   Previously filed on Form 10-SB/A (File No. 000-24803) on August 13, 1998.
 
(4)   Previously filed on Form 10-KSB (File No. 000-24803) on March 31, 2000.
 
(5)   Previously filed on Form 424B5 (File No. 333-32800) on November 15, 2000.
 
(6)   Previously filed on Form 8-K (File No. 000-24803) on December 7, 2001.
 
(7)   Previously filed on Form S-11 (File No. 793646) on December 21, 2000.
 
(8)   Previously filed on Form 8-K (File No. 000-24803) on January 25, 2001.
 
(9)   Previously filed by Form SB-2/A (File No. 333-104109) on June 4, 2003.
 
(10)   Previously filed on Form SB-2/A (File No. 333-104109) on October 15, 2003.
 
(11)   Previously filed on Form 10-KSB (File No. 000-24803) on March 30, 2004.
 
(12)   Previously filed on Form 10-KSB/A (File No. 000-24803) on April 14, 2004.
 
(13)   Previously filed on Form S-11/A (File No. 333-105017) on April 29, 2004.

(b) Reports on Form 8-K.

Current Reports on Form 8-K filed with the Commission on November 19, 2003 and December 24, 2003, which report the following items:

(i) Item 5 — Other Events and Regulation FD Disclosure;

(ii) Item 7 — Financial Statements and Exhibits;

(iii) Item 9 — Regulation FD Disclosure; and

(iv) Item 12 — Results of Operations and Financial Condition, including Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2003 and 2002.

7


Table of Contents
EDGAR® is a federally registered trademark of the U.S. Securities and Exchange Commission. EDGAR®Online is not affiliated with or approved by the U.S. Securities and Exchange Commission.