| INTERFOOD, Inc's address, Formerly in Union, MO, is: 127 Elm St, STE 201, Washington, MO 63090 |
Interfood Inc. was created in 1994 in Indianapolis Indiana, and in 2003 the business was moved to Franklin
County Missouri, just west of Saint Louis, under the management of Michael Husmann as President and
Larry Rice as VP and General Manager. In October 2003 a Shareholders Agreement prepared by Interfood
Holland was signed by Tepco BV and Larry Rice as the sole owners of the Group's businesses in the US
and Canada.
The agreement put the management of the day-to-day business in the hands of the Board of Directors
(Hussman and Rice being 2/3 of the board) "without the prior consent or subsequent approval of the
shareholders", and requires the affirmative vote of seventy-percent (70%) of the shares to approve anything
out of the "ordinary course of business"... At the time of the signing, Tepco owned a very slight majority of
the shares in the US holding-company; but since then there has been a reverse-stock-split making the
ownership exactly 50/50 between Tepco and Larry; Tepco of course disputes the validity of the split.
The Shareholders Agreement gives Interfood Inc. Exclusive Rights to Source and Sell product in the US and
Canada for the entire Interfood Group Worldwide.
Other Interfood offices have breached this exclusivity agreement from time to time however, creating some
confusion in the market as well as some questions as to the ethics of the Group's top-management in
Holland.
Repeated discussions were held with Frank van Stipdonk, the largest shareholder in Interfood-Holland,
regarding the violations of the Agreement. Each discussion was followed by Frank promising to stop the
violations. As it became more and more obvious that the promises from the Interfood-Group Management
were hollow, in March '06 we (Rice, Husmann, Interfood, Inc. and Waltepco Holding Company) filed suit
against the Dutch in Franklin County MO to enforce the agreement. We have been in court ever since.
Frank van Stipdonk hid from service in Holland for a full year and the suit was therefor dismissed in March '07
Almost immediately thereafter Frank filed suit against Larry, claiming that as the main shareholder Frank was
taking over the company and dissolving it... "its my ball so I get to make up the rules." Big baby!
County Missouri, just west of Saint Louis, under the management of Michael Husmann as President and
Larry Rice as VP and General Manager. In October 2003 a Shareholders Agreement prepared by Interfood
Holland was signed by Tepco BV and Larry Rice as the sole owners of the Group's businesses in the US
and Canada.
The agreement put the management of the day-to-day business in the hands of the Board of Directors
(Hussman and Rice being 2/3 of the board) "without the prior consent or subsequent approval of the
shareholders", and requires the affirmative vote of seventy-percent (70%) of the shares to approve anything
out of the "ordinary course of business"... At the time of the signing, Tepco owned a very slight majority of
the shares in the US holding-company; but since then there has been a reverse-stock-split making the
ownership exactly 50/50 between Tepco and Larry; Tepco of course disputes the validity of the split.
The Shareholders Agreement gives Interfood Inc. Exclusive Rights to Source and Sell product in the US and
Canada for the entire Interfood Group Worldwide.
Other Interfood offices have breached this exclusivity agreement from time to time however, creating some
confusion in the market as well as some questions as to the ethics of the Group's top-management in
Holland.
Repeated discussions were held with Frank van Stipdonk, the largest shareholder in Interfood-Holland,
regarding the violations of the Agreement. Each discussion was followed by Frank promising to stop the
violations. As it became more and more obvious that the promises from the Interfood-Group Management
were hollow, in March '06 we (Rice, Husmann, Interfood, Inc. and Waltepco Holding Company) filed suit
against the Dutch in Franklin County MO to enforce the agreement. We have been in court ever since.
Frank van Stipdonk hid from service in Holland for a full year and the suit was therefor dismissed in March '07
Almost immediately thereafter Frank filed suit against Larry, claiming that as the main shareholder Frank was
taking over the company and dissolving it... "its my ball so I get to make up the rules." Big baby!
| Brief History of Interfood, Inc. |
Most of Interfood Inc's business under Michael Husmann involved buying and selling within the US, and
following mid-western values of Integrity and Ethics to build lasting relationships with all of our stake-holders.
Convinced that our Suppliers and Customers would be better served by a company owned 100% by local
investors who share our basic values, and faced with the Dutch trying to destroy Interfood, Inc.; encouraged
by an offer from the Dutch not to compete in the internal US market for at least a year, Michael Husmann left
Interfood in October 2006 to become President of his own company: DF Ingredients, Inc.
Interfood Inc's future is uncertain at this time as Interfood Holland continues its attempt to dissolve the
company in violation of the Shareholders Agreement, and Indiana law.
The issue of the Exclusive-Territory is being resolved in court and will most likely involve a supplier or two
(such as DFA) who reneged on supply contracts and knowingly assisted other offices in breaching the
Agreement.
Larry Rice would like to continue the Agreement signed in 2003 but Interfood-Holland would rather dissolve
the company in order to get out of their agreement. In the meantime Mike has continued to buy and sell and
service the industry through DF Ingredients, Inc.
following mid-western values of Integrity and Ethics to build lasting relationships with all of our stake-holders.
Convinced that our Suppliers and Customers would be better served by a company owned 100% by local
investors who share our basic values, and faced with the Dutch trying to destroy Interfood, Inc.; encouraged
by an offer from the Dutch not to compete in the internal US market for at least a year, Michael Husmann left
Interfood in October 2006 to become President of his own company: DF Ingredients, Inc.
Interfood Inc's future is uncertain at this time as Interfood Holland continues its attempt to dissolve the
company in violation of the Shareholders Agreement, and Indiana law.
The issue of the Exclusive-Territory is being resolved in court and will most likely involve a supplier or two
(such as DFA) who reneged on supply contracts and knowingly assisted other offices in breaching the
Agreement.
Larry Rice would like to continue the Agreement signed in 2003 but Interfood-Holland would rather dissolve
the company in order to get out of their agreement. In the meantime Mike has continued to buy and sell and
service the industry through DF Ingredients, Inc.
So in retaliation for Larry's lawsuit the Dutch hired Armstrong Teasdale as indicated above and set out to
destroy Interfood, Inc., Indiana.
The plan was not very imaginative and might not have worked as well in a town with a more developed
legal-oversight-system, but here in Saint Louis, Armstrong Teasdale is free to lie with impunity... so far.
One-week after our suit was dismissed, Teasdale pretended to represent Interfood, Inc. and brought the suit
against me in the name of Interfood, Inc. which of course was ridiculous because Interfood Inc never hired
him, but hey, Armstrong Teasdale is well connected, not afraid to lie in court, and has a lot more money than I
do... I know... they should be in jail... but they have connections.
It took me eleven-months to get a court ruling to say that Teasdale did NOT in fact represent Interfood, Inc.
(DUH) but the suit goes on, because Teasdale says, "OK, but we DO represent Interfood, Inc. NOW"... in other
words: "we lied back then and got away with it, why wouldn't we continue to lie now?"
Interfood Inc. had a contract for DFA to sell Interfood Inc. product throughout 2006, but while the Dutch were
in talks with Gabriel Sevilla, DFA VP for International Sales, regarding hiring him to take over Interfood Inc,
Armstrong Teasdale convinced DFA to divert Interfood Inc's product to other offices, and gave DFA a
hold-harmless agreement as a reward. Armstrong Teasdale and the Dutch then teamed up to convince the
East Coast Warehouse in New Jersey to turn over to them more than $500,000- of Interfood Inc's inventory
stored there... again, giving a hold-harmless-agreement.
destroy Interfood, Inc., Indiana.
The plan was not very imaginative and might not have worked as well in a town with a more developed
legal-oversight-system, but here in Saint Louis, Armstrong Teasdale is free to lie with impunity... so far.
One-week after our suit was dismissed, Teasdale pretended to represent Interfood, Inc. and brought the suit
against me in the name of Interfood, Inc. which of course was ridiculous because Interfood Inc never hired
him, but hey, Armstrong Teasdale is well connected, not afraid to lie in court, and has a lot more money than I
do... I know... they should be in jail... but they have connections.
It took me eleven-months to get a court ruling to say that Teasdale did NOT in fact represent Interfood, Inc.
(DUH) but the suit goes on, because Teasdale says, "OK, but we DO represent Interfood, Inc. NOW"... in other
words: "we lied back then and got away with it, why wouldn't we continue to lie now?"
Interfood Inc. had a contract for DFA to sell Interfood Inc. product throughout 2006, but while the Dutch were
in talks with Gabriel Sevilla, DFA VP for International Sales, regarding hiring him to take over Interfood Inc,
Armstrong Teasdale convinced DFA to divert Interfood Inc's product to other offices, and gave DFA a
hold-harmless agreement as a reward. Armstrong Teasdale and the Dutch then teamed up to convince the
East Coast Warehouse in New Jersey to turn over to them more than $500,000- of Interfood Inc's inventory
stored there... again, giving a hold-harmless-agreement.
 | |  | |  | |  | |  |
| Please be advised that in an attempt to deceive prior Customers and Suppliers of Interfood, Inc. [ an Indiana company doing business out of Missouri ] Frank van Stipdonk and Armstrong Teasdale have created a new "Interfood, Inc." in Delaware, and are letting people believe that Interfood, Inc. has moved to Boston MA, without saying that the "move" was from Delaware and that they are NOT the "Interfood, Inc." that people have known since 1994 and did business with prior to September 2006. Honesty and full-disclosure apparently are not part of their business plan. |
In December '08 I was informed that Frank, claiming to represent Tepco B.V., the "majority owner of Waltepco
Holding" was planning to write to the Secretary of State of Indiana and ask that their records be changed to
reflect Frank as a Director instead of Mike and me.
I wrote to Frank and Armstrong Teasdale reminding them that to do this would be a "violation of Indiana Law."
Frank decided to go ahead anyway and submitted several false statements under oath.
On April 21 '09 a Superior Court in Indiana stated that:
Holding" was planning to write to the Secretary of State of Indiana and ask that their records be changed to
reflect Frank as a Director instead of Mike and me.
I wrote to Frank and Armstrong Teasdale reminding them that to do this would be a "violation of Indiana Law."
Frank decided to go ahead anyway and submitted several false statements under oath.
On April 21 '09 a Superior Court in Indiana stated that:
"Tepco B.V.’s attempted... removal of Waltepco’s Board is null and void and the
Secretary of State is to disregard the changes proposed by Tepco acting as a
shareholder, regarding the Board of Directors of Waltepco Holding Company..."
Secretary of State is to disregard the changes proposed by Tepco acting as a
shareholder, regarding the Board of Directors of Waltepco Holding Company..."
| This works for dishonest people... but fortunately, the vast majority of people we deal with are too honest to want to get involved with people like this. |
| Franklin County MO Court Order Jan-Feb '08 |
Judge Forder’s Jan 14 ’08 Judgment (Franklin Cty 07AB-CC00086)
1) The parties entered into a corporate business relationship in 2003....
YES
2) In this relationship plaintiff owns a majority of the shares of stock in Waltepco Inc., Interfoods, Inc and
Waltepco Real Estate.
NO – First of all, the names of the companies are:
Waltepco Holding Company [“Waltepco”]
Interfood, Inc. [“Interfood”]
Waltepco Realestate Inc. ["Realestate”]
Secondly, in 2003 Tepco owned a majority of the shares of Waltepco, but
as of May ’07 Tepco and Rice each own exactly 50% (although Tepco does claim to own 66 of 130 shares)
Third, Waltepco owns, and has always owned, 100% of the other two.
3) Defendants, Larry Rice and Michael Husmann are minority shareholders in the corporation.
NO – Husmann has never owned any shares in any of these companies.
FURTHERMORE – Any decisions following this regarding action taken by defendants is wrong because the
Judge is thinking that defendants are acting as minority shareholders which is not the case. They were
acting as the majority on the Board of Directors and their actions must be evaluated in that light… which has
not been done here.
4) Defendants, Larry Rice and Michael Husmann were elected to the Board of Directors of the corporation in
2003.
YES
5) The parties also entered into a Shareholders Agreement in 2003.
NO – Husmann was not a party to the Shareholders Agreement
6) Plaintiff acting upon its majority stockholders shares took actions in 2006 to remove the members (namely
the defendants) of the Board of Directors of the corporation and name new members of the Board.
YES
7) Defendants acting upon their shareholders agreement and their partial ownership in the corporation took
actions to remove the members of the Board of Directors of the Corporation and name new members of the
Board.
NO – see 3) above –
- First, Husmann was not a party to the Shareholders Agreement
- Second, Husmann was NOT a partial owner
- Third, Husmann and Rice acted as the majority of the Board, NOT as shareholders
- Fourth, Husmann and Rice did NOT “act to remove the members of the board” but rather to remove Frank
van Stipdonk.
8) The narrow issue of law that the court was requested to give a ruling is a declaration as to who has control
of the naming of members of the Board of Directors and certain other corporate actions.
NOT EXACTLY... The court was to decide if the Shareholders Agreement allowed this unilateral Tepco action.
9) It is the opinion and ruling of this court that Indiana Corporate law rules in this case.
OK
10) In the case of Scott v Anderson, 477 NE2d 533 the court took great pains to explain that the contract or
agreement entered into by the parties had specific language that must be considered.
11) The agreement in our case is very specific concerning which elements of business conducted by the
corporation must have a 70% shareholders agreement.
NO – The Shareholder Agreement says that “The prior approval of the owners of seventy percent (70%) of
the Stock is required for all Company transactions outside the normal course of business, including:”
It would seem that any native-english-speaker would understand that the list that follows "including" would
be a list of examples only; the Indiana Business Code at IC 23-1-20-13 states that: "Includes" denotes a
partial definition.
12) The Shareholders Agreement does not cover calling meetings of the Board of Directors to dismiss
members of the Board and elect new members of the board.
OK
13) The majority shareholders may elect members of the Board under Article 4 of the corporate bylaws.
NO – Article 4 (Board of Directors) in relevant part reads as follows:
Section 4.09. Removal. any director may be removed, either with or without cause, by the Shareholders or the
directors; provided, however, that a director may be removed by the Shareholders only at a meeting of the
Shareholders… If the notice calling such meeting shall so provide, the vacancy caused by such removal may
be filled at such meeting… In our case a MEETING was not held and the 70% vote was not available without
Rice to approve REMOVAL of the ENTIRE Board, which was certainly “outside the normal course of
business”.
14) Therefore, actions in August, 2006 taken by defendants were not proper and in accordance with Indiana
corporate law.
NO – On the contrary, Section 4.09. provides that any director may be removed, either with or without cause,
by … the directors… as does IC 23-1-33-8 which limits the directors’ powers in this regard only if there are
separate voting-groups or cumulative-voting or if there is a specific limitation stated in the articles… none of
which apply in our case... the judge reached this conclusion only because she was looking at shareholders.
15) These actions of the defendants regarding the members of the Board of Directors are null and void and to
be held for naught.
Rubbish... unless you think of defendants as shareholders instead of directors.
16) Even though, it is the opinion of this court that Indiana law prevails and that plaintiff has a majority
ownership of the stock of the corporation; this, how ever, does not give the owners of the majority of the
stock the right to run rough shod over the rights of the minority stockholders.
Who owns how much stock was not an issue properly documented and discussed.
17) The agreement that the stockholders entered into has a legal effect upon the conduct of the business of
the corporation.
OK
18) The parties must adhere to the strict provisions of the agreement.
Agreed
Corrections made by Forder Feb 20 ’08 to Jan 14 ’08 order:
(1) The Court corrects its former order and judgment to state that only Larry Rice, and not Michael Husmann,
is the minority shareholder in Waltepco Holding Company.
(2) The Court rules that the shareholder action by notice taken by plaintiff Tepco B.V. effective November 16,
2007 was effective to allow Tepco to replace the directors of Waltepco Holding Company and to take the
other actions taken as of that date.
Wrong as a matter of Indiana law, as shareholders can NOT remove Directors unless given that authority
specifically in the Articles of Incorporation... this court court however was just deciding the "shareholder-
conflict" as governed by the Shareholders Agreement.
(3) The purported shareholder action by notice purportedly held by plaintiff Tepco B.V. August 22, 2006, was
not effective because of lack of adequate notice.
(4) The foregoing provisions of this Judgment and the Judgment of January 14, 2008, are final and
appealable, there being no just cause for delay, in that it fully resolves the issue and claims relating to control
of Waltepco Holding Company and its subsidiaries...
The appellate court affirmed.
1) The parties entered into a corporate business relationship in 2003....
YES
2) In this relationship plaintiff owns a majority of the shares of stock in Waltepco Inc., Interfoods, Inc and
Waltepco Real Estate.
NO – First of all, the names of the companies are:
Waltepco Holding Company [“Waltepco”]
Interfood, Inc. [“Interfood”]
Waltepco Realestate Inc. ["Realestate”]
Secondly, in 2003 Tepco owned a majority of the shares of Waltepco, but
as of May ’07 Tepco and Rice each own exactly 50% (although Tepco does claim to own 66 of 130 shares)
Third, Waltepco owns, and has always owned, 100% of the other two.
3) Defendants, Larry Rice and Michael Husmann are minority shareholders in the corporation.
NO – Husmann has never owned any shares in any of these companies.
FURTHERMORE – Any decisions following this regarding action taken by defendants is wrong because the
Judge is thinking that defendants are acting as minority shareholders which is not the case. They were
acting as the majority on the Board of Directors and their actions must be evaluated in that light… which has
not been done here.
4) Defendants, Larry Rice and Michael Husmann were elected to the Board of Directors of the corporation in
2003.
YES
5) The parties also entered into a Shareholders Agreement in 2003.
NO – Husmann was not a party to the Shareholders Agreement
6) Plaintiff acting upon its majority stockholders shares took actions in 2006 to remove the members (namely
the defendants) of the Board of Directors of the corporation and name new members of the Board.
YES
7) Defendants acting upon their shareholders agreement and their partial ownership in the corporation took
actions to remove the members of the Board of Directors of the Corporation and name new members of the
Board.
NO – see 3) above –
- First, Husmann was not a party to the Shareholders Agreement
- Second, Husmann was NOT a partial owner
- Third, Husmann and Rice acted as the majority of the Board, NOT as shareholders
- Fourth, Husmann and Rice did NOT “act to remove the members of the board” but rather to remove Frank
van Stipdonk.
8) The narrow issue of law that the court was requested to give a ruling is a declaration as to who has control
of the naming of members of the Board of Directors and certain other corporate actions.
NOT EXACTLY... The court was to decide if the Shareholders Agreement allowed this unilateral Tepco action.
9) It is the opinion and ruling of this court that Indiana Corporate law rules in this case.
OK
10) In the case of Scott v Anderson, 477 NE2d 533 the court took great pains to explain that the contract or
agreement entered into by the parties had specific language that must be considered.
11) The agreement in our case is very specific concerning which elements of business conducted by the
corporation must have a 70% shareholders agreement.
NO – The Shareholder Agreement says that “The prior approval of the owners of seventy percent (70%) of
the Stock is required for all Company transactions outside the normal course of business, including:”
It would seem that any native-english-speaker would understand that the list that follows "including" would
be a list of examples only; the Indiana Business Code at IC 23-1-20-13 states that: "Includes" denotes a
partial definition.
12) The Shareholders Agreement does not cover calling meetings of the Board of Directors to dismiss
members of the Board and elect new members of the board.
OK
13) The majority shareholders may elect members of the Board under Article 4 of the corporate bylaws.
NO – Article 4 (Board of Directors) in relevant part reads as follows:
Section 4.09. Removal. any director may be removed, either with or without cause, by the Shareholders or the
directors; provided, however, that a director may be removed by the Shareholders only at a meeting of the
Shareholders… If the notice calling such meeting shall so provide, the vacancy caused by such removal may
be filled at such meeting… In our case a MEETING was not held and the 70% vote was not available without
Rice to approve REMOVAL of the ENTIRE Board, which was certainly “outside the normal course of
business”.
14) Therefore, actions in August, 2006 taken by defendants were not proper and in accordance with Indiana
corporate law.
NO – On the contrary, Section 4.09. provides that any director may be removed, either with or without cause,
by … the directors… as does IC 23-1-33-8 which limits the directors’ powers in this regard only if there are
separate voting-groups or cumulative-voting or if there is a specific limitation stated in the articles… none of
which apply in our case... the judge reached this conclusion only because she was looking at shareholders.
15) These actions of the defendants regarding the members of the Board of Directors are null and void and to
be held for naught.
Rubbish... unless you think of defendants as shareholders instead of directors.
16) Even though, it is the opinion of this court that Indiana law prevails and that plaintiff has a majority
ownership of the stock of the corporation; this, how ever, does not give the owners of the majority of the
stock the right to run rough shod over the rights of the minority stockholders.
Who owns how much stock was not an issue properly documented and discussed.
17) The agreement that the stockholders entered into has a legal effect upon the conduct of the business of
the corporation.
OK
18) The parties must adhere to the strict provisions of the agreement.
Agreed
Corrections made by Forder Feb 20 ’08 to Jan 14 ’08 order:
(1) The Court corrects its former order and judgment to state that only Larry Rice, and not Michael Husmann,
is the minority shareholder in Waltepco Holding Company.
(2) The Court rules that the shareholder action by notice taken by plaintiff Tepco B.V. effective November 16,
2007 was effective to allow Tepco to replace the directors of Waltepco Holding Company and to take the
other actions taken as of that date.
Wrong as a matter of Indiana law, as shareholders can NOT remove Directors unless given that authority
specifically in the Articles of Incorporation... this court court however was just deciding the "shareholder-
conflict" as governed by the Shareholders Agreement.
(3) The purported shareholder action by notice purportedly held by plaintiff Tepco B.V. August 22, 2006, was
not effective because of lack of adequate notice.
(4) The foregoing provisions of this Judgment and the Judgment of January 14, 2008, are final and
appealable, there being no just cause for delay, in that it fully resolves the issue and claims relating to control
of Waltepco Holding Company and its subsidiaries...
The appellate court affirmed.