continued But who is behind Moores and his JMI companies? According to agreements between the redevelopment agency and the companies, JMI Realty is entirely owned by JMI Services, which in turn is wholly owned by Moores and his wife Rebecca. Both JMI entities are Delaware corporations. The city's agreement with JMI Realty allows it to syndicate its interest in the hotel venture, as well as the other taxpayer-subsidized stadium-related projects, as long as it discloses the identity of the new investors to the city. The agreement also requires JMI to continue to stand behind the project financially. Under terms of the deal, the city shall not "unreasonably refuse" its approval for JMI-requested changes of ownership.
So far, says Hamilton, JMI has not made any disclosures of new ownership. But, she notes, such filings would not yet be required because the so-called "disposition and development" agreement between the city's redevelopment agency and JMI has not yet gone into effect. The construction work to date, she points out, has been covered only by the interim "right-of-entry" agreement, and JMI has not yet paid for the land or taken legal title to it. "We have not closed the financing and conveyed the property yet. As part of the closing, we will know where the equity dollars are coming from."
A hint as to from where those new investors might be gleaned was provided in February 2000, when JMI announced that Legg, Mason, Wood, Walker, a Baltimore-based investment-banking firm, would act as "financial advisor and exclusive placement agent for the Padres in connection with the downtown Ballpark and Redevelopment Project." The company contact for the deal was said to be John A. Moag, Jr., the former chairman of the Maryland Stadium Authority.
Beginning last spring and summer, yet another clue to the ultimate ownership of the Moores-related downtown development ventures emerged when John C. Kratzer, president of JMI Realty, began registering what has become a total of 20 Delaware limited liability companies, many of which appear to have a direct relationship with the downtown development.
Each of the companies begins with the name JMIR and include JMIR-B Parcel; JMIR-Campus at the Park Manager; JMIR-Campus at the Park; JMIR-Central Plant Ground Lessor; JMIR-Central Plant Ground Lessor Manager; JMIR-D Parcel; JMIR-Downtown Acquisition; JMIR-Downtown Acquisition Manager; JMIR Guaranty Company; JMIR-Master Development; JMIR-Produce Acquisition; JMIR-Produce Acquisition Manager; JMIR-San Diego Harbor Hotel Company Manager; JMIR-San Diego Harbor Hotel Company; JMIR-San Diego Suites Hotel; and JMIR San Diego Suites Hotel Manager.
The latest JMIR entity, JMIR-San Diego Condo Company, state records show, was registered this March 20 by Karen E. Trimble, its "organizer/authorized person."
On August 10 of last year, according to county records, JMIR Acquisition, LLC, purchased for $24 million approximately eight blocks in the ballpark area from San Diego Gas and Electric. According to a trust deed recorded at the same time, San Diego National Bank lent the company $17 million for the purchase. The city's Pam Hamilton says that she is not aware of the firm or the identity of its owners. The city is ultimately slated to buy the land as part of its deal to subsidize the baseball stadium but has no ownership-disclosure requirement as part of that transaction.
According to a document signed by Kratzer and filed with the California Secretary of State's office, the JMIR entities are wrapped together in a byzantine web of interlocking ownerships. For instance, JMIR-Downtown Acquisition, LLC, is managed by JMIR-Downtown Acquisition manager, "its sole manager," which in turn is managed by JMIR-Master Development, LLC, its "sole and managing member." JMIR-Master Development is in turn managed by JMI Realty, Inc., "its sole and managing member."
But the complexity doesn't stop there. Shortly after the JMIR companies were formed last year, many of them filed a so-called "Form D" with the federal Securities and Exchange Commission. According to those filings, individual shares in many of the JMIR companies have been sold to unidentified investors for just a dollar apiece.
For example, according to the Form D for JMIR-Campus at the Park, dated August 19, 2000, 11 individual investors paid a grand total of $11 for their "limited liability company membership interests." The $11 was earmarked for "working capital," the filing says. It is signed by Kratzer, who is listed as "President of JMIR-Campus at the Park Manager LLC as Manager of JMIR-Campus at the Park LLC."
Similar forms, showing sale of 11 ownership interests in each limited liability company, are on file for JMIR-Downtown Acquisition, JMIR-Harbor Hotel Company, and JMIR-San Diego Suites Hotel, among others. The city's Hamilton says she's not aware of any of these transactions but that they do not concern her. "John Moores can either put all the equity into the project himself, or he could bring other investors into it. His financial statements have been provided to our attorneys, who have assured us his financial equity is strong and that's what matters to us."
Late last week, Sempra Energy Solutions, a subsidiary of the utility giant Sempra Energy, sued JMI Realty, Inc., and 50 anonymous defendants in San Diego Superior Court, alleging that JMI owes Sempra $142, 629.47 worth of "design and engineering services." Sempra alleges that the work was done in conjunction with an agreement for a "Ballpark Project Chilled Water District Plant," which JMI canceled in September of last year.