Data processing: financial – business practice – management – or co – Automated electrical financial or business practice or... – Finance
Reexamination Certificate
1998-08-10
2003-05-27
Kazimi, Hani M. (Department: 3624)
Data processing: financial, business practice, management, or co
Automated electrical financial or business practice or...
Finance
C705S035000
Reexamination Certificate
active
06571219
ABSTRACT:
BACKGROUND OF THE INVENTION
1. Field of the Invention
The present invention relates to an improved system and mechanism for implementing an employee stock ownership plan involving a commercial entity, while, at the same time, substantially reducing the operating costs of that same commercial entity. The mechanism of the present invention includes apparatus, methods, and data structures pertaining to data processing with digital electrical computer adapted to carry out the accounting, modeling, financial computing and communications related thereto. In particular, the present invention provides an improved employee stock ownership plan, while, at the same time, providing a funding process for a commercial entity having ongoing commodity requirements.
2. Known Prior Art
An employee stock ownership plan (ESOP) as defined by the Employee Retirement Income Security Act (ERISA) is a stock bonus plan or a combination stock bonus and money purchase plan designed to invest primarily in the employer's equity securities. Employee stock ownership plans provide advantages both to commercial entities and to their employees, one advantage to the employees is that they acquire an equity ownership interest in the company. An advantage to the commercial entity is the ability to obtain equity financing from internal sources.
An employee stock ownership plan may desire to purchase a large amount of securities from a key shareholder or, perhaps, from the corporation itself. Typically, the employee stock ownership plan has insufficient assets to pay for these purchases, so it must borrow funds from an institutional lender. This type of concept traditionally constitutes the basis for “leveraged” employee stock ownership plan transactions.
In recent years, the use of employee stock ownership plans has declined and been criticized, primarily due to exploitation through excessive debt leveraging and other abuses. The practice of buying a company, taking on debt and encumbering the employee stock ownership plan with highly leveraged tax-advantaged debt was regularly practiced.
Congressional efforts have attempted to reduce this perceived misuse of employee stock ownership plans. For instance, recent changes to ERISA require that, for tax-advantaged sales to an employee stock ownership plan, an entity must hold stock for three years prior to any sale to an employee stock ownership plan. Further, immediately following the sale of any stock to a plan, the employee stock ownership plan must now own at least thirty percent (30%) of the company, and the proceeds from the sale of stock must be reinvested in a qualifying U.S. security within fifteen (15) months. Additionally, an employee stock ownership plan must own at least fifty percent (50%) plus one (1) share of the stock in a company in order to engage in tax-advantaged borrowing.
As a result, the use of employee stock ownership plans has diminished because the employee stock ownership plan must have controlling interest in the company in order to borrow on a tax-advantaged basis. Also, new restrictions on the use of borrowed funds now exist. Further, there are now restrictions on the amount of pre-tax profits that can be paid into an employee stock ownership plan.
SUMMARY OF THE INVENTION
A. Objects of the Invention
A principal object and purpose of the present invention is to create a system which facilitates providing employees with equity in the company, as part of an employee stock ownership plan, preferably with minimal to no leverage through debt. At the same time, the present invention facilitates compliance with all recent legislative, judicial, and regulatory mandates.
It is a further principal object and purpose of the present invention to provide an improved employee stock ownership plan, combined with a commodity funding mechanism (i.e., machine, as in a computer system), for a commercial entity.
It is a further object and purpose of the present invention to provide an employee retirement plan utilizing an employee stock ownership plan and the commodity funding mechanism.
It is still another object of the present invention to provide a multiplicity of cooperating digital electrical computer systems and communications systems for carrying out a corresponding reduction in the commodity price to the company and provision of incremental ownership of the commercial entity by its employees over a predetermined time period.
B. Summary of the Invention
These and other objects of the present invention, as would be appreciated in overcoming the limitations of the prior art by the instant mechanism, are accomplished by cooperating digital electrical computer systems, one of which handles computing for principally four (4) primary entities, another for each commodity supplier or suppliers, as well as one for respective financial institutions such as a bank, and insurance provider, etc.
One entity can be labeled a “commercial entity,” such as a corporation or partnership, which may have equity interests that are issued to shareholders, partners or other equity owners. The present invention applies particularly well to commercial entities involving manufacturing or services which utilize one or more commodities on a regular, ongoing basis.
A second entity can be termed a “commodity trust”, which is formed to hold assets for the investor entity. An investor entity may be an individual, a partnership, a corporation or any combination thereof.
A third entity can be termed an “Employee Stock Ownership Plan” (ESOP) formed, in accordance with Internal Revenue Code provisions, as a nominal employee stock ownership plan. The initial commercial entity equity holding by the ESOP shall be small. The ESOP is incrementally funded by a contribution of pre-tax and/or post-tax earnings by the commercial entity.
A fourth entity can be termed an “investor entity”. Over a predetermined period of time, the ESOP will purchase from the investor entity in the commodity trust all shares of the commercial entity equity released from the commodity trust as earned by the investor entity by making commodity purchase payments.
As an overview, the assets or investments held by the commodity trust will include cash or other reserves sufficient to provide funds to cover a predetermined share of the cost of the commodity requirements of the commercial entity for a predetermined period of time. The commodity trust will initially hold in trust a substantial amount of the equity of the commercial entity. The commodity trust agrees to pay for a predetermined percentage of the commodity requirements of the commercial entity for a predetermined period of time. The commercial entity places periodic orders for the commodity with the trust and remits payment for the predetermined percentage of the total purchase price to the commodity trust. The commodity trust then supplements the payment advanced by the commercial entity with the predetermined amount necessary to fill the order and the commercial entity thereupon makes payment in full to the commodity supplier(s).
The commodity trust continually funds its share of the purchases the ongoing commodity requirements of the commercial entity from commodity suppliers as stated above for the predetermined life of the mechanism of the invention.
The commodity trust will release the commercial entity equity on a prorata basis as earned, to the investor entity, in proportion to the expenditure of funds by the trust during specific time periods. The ESOP then exercises a binding call on and purchases all of the released commercial entity equity from the investor entity, at the publicly traded price, or at a price determined periodically and subject to independent outside valuation and fairness opinions as required by law.
The investor entity agrees to sell to the ESOP pursuant to a binding call, all of the commercial entity equity earned and released from the trust over the life of the mechanism of the invention. When all assets in the trust are exhausted, the useful life of the trust will cease.
More particularly, the present invention is directed t
Intrepid Group, Inc.
Kazimi Hani M.
Tryzna, Esq. Peter K.
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