-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bmd7wW9njNiQWofNJIwzMfLEP7Fx4LRcnHSD3IJK7Xyow92EOPXY8ME9KvZHOtaq CBwMpmib7vmi5Vq1KGufCQ== 0001125282-02-002848.txt : 20021004 0001125282-02-002848.hdr.sgml : 20021004 20021004152808 ACCESSION NUMBER: 0001125282-02-002848 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021004 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VENTURES NATIONAL INC CENTRAL INDEX KEY: 0000770471 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 870433444 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78456 FILM NUMBER: 02782023 BUSINESS ADDRESS: STREET 1: 5525 SOUTH 900 EAST STREET 2: #110 CITY: SALT LAKE CITY STATE: UT ZIP: 84117 BUSINESS PHONE: 8133281002 MAIL ADDRESS: STREET 1: 5525 SOUTH 900 EAST STREET 2: #110 CITY: SALT LAKE CITY STATE: UT ZIP: 84117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARKS DAVID M CENTRAL INDEX KEY: 0001196126 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1818 NORTH FARWELL AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142832600 MAIL ADDRESS: STREET 1: 1818 NORTH FARWELL AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 SC 13D 1 b320554_sch13d.txt GENERAL STATEMENT-BENEFICAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VENTURES-NATIONAL INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $0.001 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 888278 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) David M. Marks c/o Robert S. Brown, Esq. Reitler Brown LLC 800 Third Avenue, 21st floor New York, NY 10022 (212) 209-3050 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 13 pages SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 888278 10 8 PAGE 2 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David M. Marks - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (SEE INSTRUCTIONS) (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -7,959,921- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -0- 9 SOLE DISPOSITIVE POWER -7,959,921- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -7,959,921- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Page 2 of 13 pages SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 888278 10 8 PAGE 3 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Irrevocable Children's Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (SEE INSTRUCTIONS) (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -5,868,667- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -0- 9 SOLE DISPOSITIVE POWER -5,868,667- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -5,868,667- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [] SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 68.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO Page 3 of 13 pages SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 888278 10 8 PAGE 4 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SVPC Partners, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (SEE INSTRUCTIONS) (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS [ ] 2(D) OR 2(E) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -800,000- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -0- 9 SOLE DISPOSITIVE POWER -800,000- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -800,000- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [] SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO Page 4 of 13 pages SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 888278 10 8 PAGE 5 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Phoenix Business Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (SEE INSTRUCTIONS) (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -123,823- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -0- 9 SOLE DISPOSITIVE POWER -123,823- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -123,823- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [] SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO Page 5 of 13 pages SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 888278 10 8 PAGE 6 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Forest Home Investors I, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (SEE INSTRUCTIONS) (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -6,667- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -0- 9 SOLE DISPOSITIVE POWER -6,667- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -6,667- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [] SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO Page 6 of 13 pages SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP NO. 888278 10 8 PAGE 7 OF 13 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ohio Investors of Wisconsin, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (SEE INSTRUCTIONS) (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES -1,160,764- BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -0- 9 SOLE DISPOSITIVE POWER -1,160,764- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -1,160,764- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [] SHARES (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO Page 7 of 13 pages ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, $0.001 par value per share (the "Common Stock"), of Ventures-National Incorporated, a Utah corporation, doing business as Titan General Holdings (the "Company"). The principal executive offices of the Company are located at 1855 Norman Avenue, Santa Clara, California 95054-2029. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is jointly filed by David Marks ("Mr. Marks"), Irrevocable Children's Trust, a Wisconsin trust ("ICT"), SVPC Partners, LLC, a Delaware limited liability company ("SVPC"), Phoenix Business Trust, a Delaware business trust ("Phoenix Trust"), Forest Home Investors I, LLC, a Wisconsin limited liability company ("Forest Home") and Ohio Investors of Wisconsin, LLC, a Wisconsin limited liability company ("Ohio Investors") (hereinafter referred to individually as "Reporting Person" and collectively as the "Reporting Persons"). Mr. Marks serves as co-Trustee of ICT and a second trust, the Irrevocable Children's Trust No.2 (collectively, the "Trusts"). The Trusts currently have an ownership or investment interest in over thirty (30) investment ventures including approximately twenty-five (25) commercial properties, private residences, natural resources, telecommunications, and technology companies, and other miscellaneous business and investment ventures. SVPC and Phoenix Trust are principally engaged in business of investing. Forest Home and Ohio Investors are principally engaged in the business of real estate and investing. Each Reporting Person is filing this Schedule 13D with respect to shares of Common Stock of the Company beneficially owned by him and or it, as well as with respect to shares of Common Stock of the Company as to which each Reporting Person shares voting power and as to which certain other stockholders of the Company have investment power, including the power to dispose, or to direct the disposition of, such Common Stock. Information contained herein with respect to each Reporting Person is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person. (b) The business address for all Reporting Persons, other than SVPC, is 1818 North Farwell Avenue, Milwaukee, Wisconsin 53202. The business address of SVPC is 1855 Norman Avenue, Santa Clara, California 95054. (c) Mr. Marks is presently principally employed in overseeing all of the Trusts' investments. Mr. Marks generally acts in the capacity of officer or director for all of the Trusts' operating companies. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Marks - United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Effective August 30, 2002 (the "Effective Time"), the Company acquired Titan EMS, Inc., a Delaware corporation ("Titan"), through the merger (the "Merger") of Titan with Titan EMS Acquisition Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of the Company ("Acquisition"), as a result of which Titan has become a wholly-owned subsidiary of the Company. Page 8 of 13 pages In connection with the Merger, Acquisition merged with and into Titan through the exchange of 6,880,490 shares of Common Stock of the Company, for all of Titan's outstanding shares of common stock, including the issuance of 5,800,000 shares of Common Stock to ICT, 800,000 shares of Common Stock to SVPC, 123,823 shares of Common Stock to Phoenix Trust and 6,667 shares of Common Stock to Forest Home. Immediately after the Effective Time, each of Ohio Investors and ICT converted certain outstanding indebtedness of Titan into shares of the Company's Common Stock at a conversion price of $1.50 per share, resulting in the issuance of 1,160,764 shares of Common Stock to Ohio Investors and 68,667 shares of Common Stock to ICT. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the Merger was to change the business and control of the Company. Depending on market conditions and other factors, the Reporting Persons may purchase additional shares of Common Stock in the open market or in private transactions. Subject to the availability of Common Stock at prices deemed favorable by the Reporting Persons, the Reporting Persons' liquidity, the financial condition and results of operations of the Company, and general economic and market conditions prevailing at the time, the Reporting Persons reserve the right to, and may in the future, purchase additional shares of Common Stock from time to time in the open market, through privately negotiated transactions, or otherwise. In connection with the Merger, at the Effective Time, the directors of the Company appointed the officers of Titan as the officers of the Company commencing at the Effective Time, each to serve, in each case (subject to the Company's by-laws), until their respective successors shall have been elected and qualified. The officers of the Company immediately prior to the Effective Time resigned effective at the Effective Time. The directors of the Company immediately prior to the Effective Time irrevocably resigned effective September 15, 2002, and appointed the directors of Titan at the Effective Time as the directors of the Company, each to serve, in each case (subject to the Company's by-laws), until their respective successors shall have been elected and qualified. The Reporting Persons plan to take any action necessary to change the Company's business from the Company's prior business to the business historically engaged in by Titan. Except as set forth above, the Reporting Persons do not have a plan or proposal which relates to or would result in: (a) The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number of or term of Directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's charter, by-laws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing the Common Stock to cease to be authorized to be traded on the Nasdaq National Stock Market. (i) To have the Common Stock terminated from registration under the Securities Act of 1933; or Page 9 of 13 pages (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN THE SECURITIES OF THE COMPANY. (a) (i) amount beneficially owned David Marks - 7,959,921 Irrevocable Children's Trust - 5,868,667 SVPC Partners, LLC - 800,000 Phoenix Business Trust - 123,823 Forest Home Investors I, LLC - 6,667 Ohio Investors of Wisconsin, LLC - 1,160,764 (ii) percent of class David Marks - 92.5% Irrevocable Children's Trust - 68.2% SVPC Partners, LLC - 9.3% Phoenix Business Trust - 1.4% Forest Home Investors I, LLC - 0.1% Ohio Investors of Wisconsin, LLC - 13.5% (b) Number of shares as to which such person has: (i) sole power to vote or to direct the vote David Marks - 7,959,921 Irrevocable Children's Trust - 5,868,667 SVPC Partners, LLC - 800,000 Phoenix Business Trust - 123,823 Forest Home Investors I, LLC - 6,667 Ohio Investors of Wisconsin, LLC - 1,160,764 (ii) shared power to vote or to direct the vote David Marks - 0 Irrevocable Children's Trust - 0 SVPC Partners, LLC - 0 Phoenix Business Trust - 0 Forest Home Investors I, LLC - 0 Ohio Investors of Wisconsin, LLC - 0 (iii) sole power to dispose or to direct the disposition of David Marks - 7,959,921 Irrevocable Children's Trust - 5,868,667 SVPC Partners, LLC - 800,000 Phoenix Business Trust - 123,823 Forest Home Investors I, LLC - 6,667 Ohio Investors of Wisconsin, LLC - 1,160,764 (iv) shared power to dispose or to direct the disposition David Marks - 0 Irrevocable Children's Trust - 0 SVPC Partners, LLC - 0 Phoenix Business Trust - 0 Forest Home Investors I, LLC - 0 Ohio Investors of Wisconsin, LLC - 0 Page 10 of 13 pages (c) Except as otherwise described herein, the Reporting Persons have not effected any transactions with respect to the Common Stock in the last sixty days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. David Marks is a co-Trustee of ICT. Prior to the Merger, Mr. Marks and his co-Trustee entered into an agreement giving Mr. Marks sole voting and dispository powers over the shares of ICT, Ohio Investors, Forest Home and ICT's interest in SVPC, an entity controlled by ICT. Mr. Marks is the sole Trustee of Phoenix Trust and has sole voting power over its shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT INDEX 1. Joint Filing Agreement, dated September 30, 2002, among David Marks, Irrevocable Children's Trust, a Wisconsin trust, SVPC Partners, LLC, a Delaware limited liability company, Phoenix Business Trust, a Delaware business trust, Forest Home Investors I, LLC, a Wisconsin limited liability company and Ohio Investors of Wisconsin, LLC, a Wisconsin limited liability company. 2. Co-Trustee Agreement, dated as of August 8, 2002, between David M. Marks and Joseph A. Crivello. Page 11 of 13 pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 30, 2002 /s/ David M. Marks ------------------------------------ DAVID M. MARKS IRREVOCABLE CHILDREN'S TRUST By: /s/ David M. Marks ------------------------------- Name: David M. Marks Title: Trustee SVPC PARTNERS, LLC, by Irrevocable Children's Trust, Member By: /s/ David M. Marks ------------------------------- Name: David M. Marks Title: Trustee PHOENIX BUSINESS TRUST By: /s/ David M. Marks ------------------------------- Name: David M. Marks Title: Trustee FOREST HOME INVESTORS I, LLC By Irrevocable Children's Trust, Member By: /s/ David M. Marks ------------------------------- Name: David M. Marks Title: Trustee OHIO INVESTORS OF WISCONSIN LLC By Irrevocable Children's Trust, Member By: /s/ David Marks ------------------------------- Name: David Marks Title: Trustee Page 12 of 13 pages (This page intentionally left blank.) Page 13 of 13 pages EX-1 3 b320554_ex1.txt UNDERWRITING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree to make joint filings of Form 13D with the U.S. Securities and Exchange Commission with respect to their beneficial ownership of the common stock, par value $0.001 per share, of Ventures-National Incorporated, d/b/a Titan General Holdings, including all amendments thereto. Date: September 30, 2002 /s/ David M. Marks ----------------------------------- DAVID M. MARKS IRREVOCABLE CHILDREN'S TRUST By: /s/ David M. Marks ------------------------------- Name: David M. Marks Title: Trustee SVPC PARTNERS, LLC, by Irrevocable Children's Trust, Member By: /s/ David M. Marks ------------------------------- Name: David M. Marks Title: Trustee PHOENIX BUSINESS TRUST By: /s/ David M. Marks ------------------------------- Name: David M. Marks Title: Trustee FOREST HOME INVESTORS I, LLC By Irrevocable Children's Trust, Member By: /s/ David M. Marks ------------------------------- Name: David M. Marks Title: Trustee OHIO INVESTORS OF WISCONSIN LLC By Irrevocable Children's Trust, Member By: /s/ David Marks ------------------------------- Name: David Marks Title: Trustee EX-2 4 b320554_ex2.txt PLAN OF ACQUISITION, REORGANIZATION, ETC. Exhibit 2 CO-TRUSTEE AGREEMENT This Agreement entered into this 26th day of August, 2002, by and between David A. Marks ("Marks") and Joseph A. Crivello ("Crivello") (hereinafter collectively referred to as the "Parties"). WHEREAS, Marks and Crivello are Co-Trustees of Irrevocable Children's Trust pursuant to that certain trust instrument dated July 22, 1991, Frank P. Crivello as Grantor ("Trust"); WHEREAS, Trust is the current owner of membership interests in SVPC Partners, LLC, ("SVPC") and is or will become the owner of certain shares of stock in Titan EMS, Inc. ("Titan"); WHEREAS, Titan is or is expected to be in the process of merging with Ventures-National, Incorporated ("Ventures"); WHEREAS, The following entities owned either partially or wholly by Trust, may acquire an interest in SVPC, Titan, or Ventures: Forest Home Investors I, LLC; Ohio Investors of Wisconsin, LLC; and Phoenix Business Trust; WHEREAS, Crivello and Marks desire to enter into an agreement granting Marks full control and authority over all interests in SVPC, and full control and authority over the Trust's stock in Titan and thereafter Ventures. NOW, THEREFORE, the Parties agree to the following: 1. Marks shall have sole trustee control and authority over all Trust actions affecting or concerning the interests in SVPC or the stock in Titan and Ventures; said control and authority to include without limitation, any action involving voting, management, sale, transfer, or other disposal of said interests or stock. Furthermore, said control and authority shall extend to any interests or stock owned directly or indirectly by the following entities owned by or related to the Trust: Forest Home Investors I, LLC, Ohio Investors of Wisconsin, LLC, and Phoenix Business Trust. 2. Simultaneously with the execution of this Agreement, Crivello shall execute an Irrevocable Proxy, attached hereto as Exhibit A, appointing Marks as the sole Trustee authorized to vote any Trust interests in SVPC or Trust stock in Titan or Ventures. 3. Except for the items specifically described in this Agreement, Crivello's duties, obligations, and authority under the Trust shall remain in full force and effect. This Agreement in no way reduces, modifies, or otherwise impairs Crivello's trusteeship as created by the Trust. 4. This Agreement, the rights and obligations of the parties hereto, and any claims and disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Wisconsin. 5. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. 6. In the event of Marks' resignation as a Co-Trustee of the Trust, incapacity, or death, this Agreement shall terminate and all control and authority being given hereunder shall re-vest with Crivello as the sole remaining Trustee of the Trust. IN WITNESS WHEREOF, the parties hereto, in their respective capacity as Trustees, have executed this Agreement as of the date and year first hereinabove set forth. DAVID MARKS By: /s/ David Marks -------------------------------- Co-Trustee JOSEPH A. CRIVELLO By: /s/ Joseph A Crivello -------------------------------- Co-Trustee Exhibit A IRREVOCABLE PROXY TITAN EMS, INC. As Co-Trustee of that certain trust, Irrevocable Children's Trust ("Trust"), and pursuant to the terms and conditions of that certain Co-Trustee Agreement entered into this 26th day of August, 2002, by and between myself and David M. Marks ("Marks"), I hereby constitute and appoint David M. Marks and in place of him, in case of substitution, his substitute, attorneys, and agents, for me and in my name, place and stead, to vote as my proxy at any meetings of the stockholders of Titan EMS, Inc., or any of its successors or assigns ("Titan"), upon any question which may be brought before such meetings, including without limitation, the election of Directors, according to the number of votes that I should be entitled to vote as a Co-Trustee of the Trust, if then personally present, with full power to my said attorney to appoint a substitute in his place. In the event that this Irrevocable Proxy shall be deemed improper as to form or ineffective as to content by any court of competent jurisdiction or by any other person or entity, then I agree to execute a new Irrevocable Proxy as shall be required to comply with any required form, and I agree to substitute such new proxy for the proxy being executed herein. In the event of Marks' resignation as a Co-Trustee of the Trust, incapacity, or death, this Proxy shall terminate and all control and authority being given hereunder shall re-vest with me as the sole remaining Trustee of the Trust. Dated: August 26, 2002. /s/ Joseph A Crivello - ------------------------------ Joseph A. Crivello, Co-Trustee Irrevocable Children's Trust -----END PRIVACY-ENHANCED MESSAGE-----