Legal Issues and Fraud and Investing and Banking & Finance and Tim Durham

Judge halts dissolution of struggling Durham firm

February 26, 2010

A judge has stepped in and blocked embattled Indianapolis businessman Tim Durham and other directors of Dallas-based CLST Holdings Inc. from dissolving the struggling company at the close of business on Friday.

New York-based Red Oak Partners, CLST’s largest shareholder, won the temporary restraining order from a Dallas County District Court judge on Wednesday. It had argued CLST hurriedly announced the liquidation plan on Feb. 9 in order to avoid having to hold an annual meeting next month.

The judge earlier this month ordered CLST to hold the meeting March 23, which would be its first since 2007. Two candidates backed by Red Oak are scheduled to run as dissidents for board seats at that meeting.

“Our view is they are desperate not to have us get inside and look at all the books and records,” said David Sandberg, a Red Oak portfolio manager who is one of the candidates.

In the proxy statement filed in preparation for the meeting, Red Oak wrote in bold letters, “We do not trust the current board.”

Durham serves as chairman of the company, which was known as CellStar and distributed cell phones before selling off those operations three years ago.

Durham won election soon after the asset sales, in part by pledging to dissolve the company quickly and give shareholders remaining cash. But about a year ago, CLST reversed course and began buying consumer finance contracts, including millions of dollars from Fair Finance Co., an Akron, Ohio, firm that Durham leads and co-owns.

The related-party purchases set off a storm of controversy and spurred CLST board member Manoj Rajegowda to resign in protest. A letter that Rajegowda's attorney sent the company said he "was not informed of this transaction and most strenuously objects to it."

CLST characterized the deals as good investment opportunities. But in a filing with Ohio securities regulators, Fair acknowledged it was financially strained and “felt it necessary to liquidate a large portion of its finance receivable portfolio.” At least some of the receivables CLST purchased soured, causing losses.

In December, CLST acknowledged in a regulatory filing that the U.S. Securities and Exchange Commission had launched an investigation of the financial dealings between it and Fair and had subpoenaed a mountain of information.

Durham, Fair’s CEO, also is ensnarled in a criminal probe of that company led by the U.S. Attorney’s Office in Indianapolis. In court papers filed in November, the office alleged Durham operated Fair as a Ponzi scheme, using money raised by selling investment certificates to Ohio residents to pay off earlier purchasers.

IBJ reported in October that Durham and other insiders have taken more than $168 million out of Fair in the form of insider loans. The story said the heavy borrowing raised questions about whether the company has the wherewithal to repay the Ohio investors, who are owed more than $200 million.

Red Oak officials say they support liquidating CLST, with whatever assets remain after expenses going to shareholders. But because the officials distrust CLST’s board, they want their nominees serving as board members first.

The temporary restraining order blocking dissolution will remain in place until March 10. On March 9, the Dallas judge will hold a hearing on whether to make the temporary injunction permanent.

CLST shares trade thinly on the "pink sheets" for about 9 cents each.

The stock has attracted several other Indianapolis investors in recent years, including Jim Cochran, co-owner of Fair Finance, and Carl Brizzi, Marion County’s prosecutor.
 

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