SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 1998
ARCA CORP.
(Exact name of registrant as specified in charter)
New Jersey 333-5278-NY 22-3417547
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
215 West Main Street
Maple Shade, New Jersey 08052
(Address of principal executive offices)
Registrant's telephone number, including area code (609) 667-0600
<PAGE>
ITEM 5. OTHER EVENTS.
On October 1, 1998, ARCA Corp. issued a press release reporting that the
Company had entered into an agreement to acquire Allied American Capital
Corporation. A copy of such press release is attached to this Form 8-K as
Exhibit 99.01.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. N/A
b. N/A
c. Exhibits
99.01 ARCA Corp. Press Release dated October 1, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARCA CORP.
/s/ Harry J. Santoro
DATED: October 6, 1998
By: Harry J. Santoro
President
<PAGE> EXHIBIT 99.01
PRESS RELEASE
FOR MORE INFORMATION, CONTACT:
Harry J. Santoro, President
ARCA CORP.
(609) 667-0600 Fax: (609) 727-0218
OR
Trudy M. Self
Self & Associates
(818) 880-5437
FOR IMMEDIATE RELEASE
ARCA Corp. To Acquire Allied American Capital Corporation
Maple Shade, New Jersey, October 1, 1998--ARCA Corp. (OTC:ARCC) today
announced that it has entered into an agreement to acquire Allied American
Capital Corporation. Under the terms of the agreement, Allied's current
shareholders will exchange their shares in Allied for 10,450,000 shares of
ARCA Corp. common stock. The acquisition is subject to regulatory approvals,
upon Allied's raising net proceeds of approximately $30,000,000 in new
capital, and the approval of ARCA's shareholders. The board of directors and
shareholders of Allied have approved the merger.
ARCA Corp. is a financial services holding company. Through its
subsidiaries, the Company is engaged in two lines of business; owning and
operating income producing real estate, and the originating and servicing of
loans to businesses, generally secured by real estate or other business
assets ("business lending").
Allied American Capital Corporation, a privately held Texas-based
corporation, was formed in January 1998 for the specific purpose of acquiring
life insurance companies and related enterprises. On June 25, 1998, Allied
entered into an acquisition agreement to acquire a majority interest in three
life insurance companies for an aggregate purchase price of $18,705,000 plus
approximately 925,000 shares of Allied stock. Allied has no current
business activities.
ARCA and Allied intend to utilize their current investment banking
relationships to obtain net proceeds of approximately $30,000,000 from a
private placement of Allied's securities. It is anticipated that such
securities will contain provisions for conversion into approximately
10,000,000 shares of ARCA common stock. The proceeds of the offering are
needed to purchase the insurance companies and to provide working capital.
The acquisition of Allied by ARCA is contingent upon a successful closing of
Allied's private placement. After acquiring Allied, ARCA will change its
name to Allied American Capital Corporation. Subsequent to the Allied
acquisition, ARCA plans to operate as a publicly traded company concentrating
in the sale and distribution of life, health, accident and other insurance
products through its various insurance companies and wholly-owned marketing
company. ARCA also intends to operate a wholly owned finance company, Allied
American Finance Corporation. The finance company is expected to have two
divisions; the Rural Development Loan Division and the Mortgage Banking
Division. It is anticipated that ARCA's present two lines of business will
be spun out to a newly formed Delaware corporation, which will be owned by
the present shareholders of ARCA and operated by present management.
After the acquisition of Allied, ARCA will be guided by Wayne E. Williams and
William C. Meier, founders of Allied. Mr. Williams has held executive
positions with privately held and publicly traded life and health insurance
companies, and insurance marketing agencies. Mr. Meier is a practicing
attorney, who served as a Texas State Senator from January 1973 through
January 1983, and also has extensive experience in the insurance industry.
It is anticipated that the present management of ARCA will be replaced by a
management team selected by Mr. Williams and Mr. Meier and the principal
shareholders of Allied.
"I am delighted with the possible acquisition of Allied", said Harry Santoro,
President of ARCA. Allied brings to ARCA a solid executive team with an
exciting business plan which calls for not only the expansion of Allied's
business, but also an integrated finance company."
The acquisition of Allied by ARCA is subject to regulatory approvals and
Allied raising a net of approximately $30,000,000 by November 24, 1998.
There can be no assurance that such regulatory approvals will be obtained, or
that Allied will secure financing, or if financing becomes available, that it
will be on acceptable terms.
Certain statements made in this Press Release are "forward looking
statements". Without limiting the generality of the foregoing, such
information can be identified by the use of forward-looking terminology such
as "anticipate", "will", "would", "expect", "intend", "plans to" or
"believes", or other variations thereon, or comparable terminology. Actual
results, performance or developments may differ materially from those
expressed or implied by such forward-looking statements as a result of market
uncertainties or industry factors. Some important factors that may cause
actual results that differ materially from those in any forward-looking
statements may include the availability of financing in the time frame
required, market acceptance of Allied's products and services , competitive
pressures, and the ability to attract and retain key executive sales and
management personnel. ARCA disclaims any obligation or responsibility to
update any such forward-looking statements.
