How many ways can you spell Agriprocessors?
Agriprocessors and other Rubashkin companies file to avoid dissolution
By Lynda Waddington
The Rubashkin family has filed paperwork with the state to stop possible administrative dissolutions of at least five corporate entities it owns, including the beleaguered Agriprocessors plant in Postville.
Agriprocessors TowerAt least four others, however, are operating without a registering agent on file with the state and have been notified of pending state action.
Iowa law requires corporations to continually maintain a registering agent — a person in the state who is available to receive service of process on behalf of the company and who files required reports with the state.
The Iowa secretary of state has the authority to begin dissolution proceedings for any company that has operated for 60 days without such an agent. The proceedings begin with a warning letter, explaining that administrative dissolution will occur if the situation is not rectified within another 60 days.
According to documents filed with the state, Jay Eaton, an attorney with the Iowa-based Nymaster, Good, West, Hansell & O’Brien law firm, had served as the registering agent for eight companies with Rubashkin ties since February 2007. The companies are:
* Agriprocessors, Inc.
* Cottonballs, LLC
* Gemach Mamash Now Corporation
* Nevel Properties Corporation
* Amereeka Properties, LLC
* Lagoon Technology LLC
* Kosher Community Grocery, Inc.
* Best Value Distributors, Inc.
* Best Value Food Products, LLC
Eaton, who resigned as registering agent for the companies on Nov. 5, 2008, declined comment when contacted by Iowa Independent Tuesday morning, saying he did not feel it was appropriate to discuss client matters with the media.
Two months earlier, however, Eaton and Patrick White, another attorney with Nyemaster Goode, requested and were granted permission from the federal court to withdraw as counsel for Agriprocessors. Their written request to the court cited non-payment.
According to a spokesman in the secretary of state’s office, letters indicating the office’s intent to dissolve the companies were sent in early January.
Yesterday, Feb. 23, the office was notified that Charles Kelly, an attorney in Postville, would serve as registering agent for five of the companies — Agriprocessors, Amereeka Properties, Gemach Mamash, Lagoon Technology and Kosher Community Grocery.
As of today, the office had not received notification about who, if anyone, was serving as registering agent for the family’s other four companies: Cottonballs, Nevel Properties, Best Value Distributors or Best Value Food Products.
The companies have roughly two weeks to name a new registering agent or the secretary of state has the authority to dissolve the companies. A business dissolved by the secretary of state, according to the Iowa Code, continues to exist, but the only business it is allowed to conduct is what is necessary for liquidation. Companies can be reinstated by the state if the problems that led to the dissolution are rectified.
Prior to Eaton serving as registering agent for Agriprocessors, the company was administratively dissolved twice for not filing required reports with the state, once in 1994 and again in 2004. Both times the business was reinstated. The company, now the subject of a Chapter 11 bankruptcy, lists its officers as Aaron, Hesky (sic) and Sholom Rubashkin on state documents.
Many of the companies tied to the Rubashkin family have similar corporate officers and/or use the same address as their principal place of business. For instance, Cottonballs, a poultry firm founded in late 2004, maintains the physical address of the Agriprocessors plant in Postville as its principal office. Cottonballs was also mentioned by a creditor in the Agriprocessors bankruptcy case.
Nevel Properties, in addition to filing with the plant’s physical address, lists its officers as Sholom Rubashkin (president and treasurer) and Tzvi (Heshy) Rubashkin (secretary). Allamakee County public records show Nevel Properties as the deed holder on 85 real estate interests in Postville.
Amereeka, which initially filed with the state on July 18, 2006, also lists the plant’s physical address as its principal place of business. The company is listed as the contract holder on eight Postville real estate interests and as the deed holder on two others, according to county records. All the properties were purchased from Ro-Ka Acres, Inc., a company founded in 1989 by Postville elementary school guidance counselor Ron Wahls, on July 1, 2006.
Gemach Mamash, founded in 1996, has Sholom and Tzvi (Heshy) listed as officers. Because of Jewish laws that prohibit charging interest on a loan to a fellow Jew, gemach are funds set up in Jewish communities to provide a source for interest-free loans. The fact that the Jewish religion encourages the lending of money but prohibits the charging of interest to fellow believers was a subject of interest in Sholom Rubashkin’s recent motion to have federal criminal charges against him dismissed.
Lagoon Technology was formed in April 2005 and uses the physical plant address as its home office. Given information in Postville City Council minutes and a state auditor’s special investigation report, Lagoon Technology was likely set up to provide reimbursements to the city in connection with agreed upon maintenance of the waste lagoons.
State filings for Kosher Community Grocery show the company was set up in May 2005, and list officers as Sholom Rubashkin (president and secretary) and Tzvi Rubashkin (president and treasurer). The two are also listed as officers for Best Value Distributors, formed in 2001. Best Value Food Products, also formed in 2001, also lists the same home office as Agriprocessors and the other companies.
At least three additional companies with ties to the Rubashkin family and registered in Iowa were not affected by registering agent resignation. Agri-Food Distributors, Inc., founded in 1994, Postville Rabbinical Academy, founded in 2000, and Best Value, Inc., founded in 2001, have not had their active status with the state interrupted. Sholom and Tzvi (Heshy) Rubashkin are listed as officers for all companies. Aaron Rubashkin is listed as president of Agri-Food Distributors, and, in the case of Best Value, Inc., a Joseph Rubashkin of Postville and a Guttel (sic) Goldman of Miami are also officers.
Goldman, a daughter of Agriprocessors founder A. Aaron Rubashkin, was listed along with Sholom, Heshy and Yossi Rubashkin as officers in the Florida-based company Shemesh, Inc., founded in 1999 as a distribution center for Agriprocessors kosher meat products. After failing to file mandated reports with the state in 2005, the company was administratively dissolved. When it was reinstated in 2007, only Sholom Rubashkin was listed as a company officer. Although a 2008 annual report filed with Florida in August 2008 also shows Sholom Rubashkin as the only officer of the company, an amended report, filed in December, removes Sholom from the company and names Goldman as the sole officer.
Lynda Waddington has done some of the best reporting on Agriprocessors and the Rubashkin family. Follow the links in the piece to see more of what she's done.
[Hat Tip: The Other DK.]