Silver Ramona Mining, Inc.
Information Statement Pursuant to
Section 14(f) of the Securities Exchange
Act of 1934 and Rule 14f-1
This Information Statement is being mailed on or about August
[ ], 2000 to holders of shares of Common Stock, $.10 par value (the
"Common Stock"), of Silver Ramona Mining, Inc., a Delaware
corporation (the "Company"), in connection with the anticipated
designation of persons (the "Designated Directors") to the Board of
Directors of the Company. Such designation is to be made pursuant
to the Agreement and Plan of Merger (the "Merger Agreement"), dated
as of May 9, 2000 among the Company, Achievement Tec, Inc., a Texas
corporation ("Achievement Tec"), and Achievement Acquisition, Inc.,
a Delaware corporation and a wholly owned subsidiary of the Company
("Merger Sub").
NO ACTION IS REQUIRED BY THE STOCKHOLDERS OF THE COMPANY IN
CONNECTION WITH THE APPOINTMENT OF THE DESIGNATED DIRECTORS.
The Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Rule 14f-1 promulgated thereunder require the mailing to
the Company's stockholders of the information set forth in this
Information Statement prior to a change in a majority of the
Company's directors other than at a meeting of the Company's
shareholders.
The Merger Agreement provides that immediately prior to the
effective time of the merger of Merger Sub with and into
Achievement Tec (the "Merger") the Designated Directors shall be
elected and the current directors shall resign as members of the
Company's Board of Directors. The terms of the Merger Agreement and
certain other information concerning the Merger are contained in
the Company's Form 8-K filed with the Securities and Exchange
Commission (the "Commission") on August [ ], 2000. The Form 8-K,
including the exhibits thereto, may be examined at, and copies
thereof may be obtained from, the regional offices of, and public
reference facilities maintained by, the Commission as well as on
the World Wide Web site maintained by the Commission on the
Internet at http://www.sec.gov. The information contained in this
Information Statement concerning Achievement Tec and the Designated
Directors has been furnished to the Company by Achievement Tec. The
Company assumes no responsibility for the accuracy or completeness
of such information.
As of the date hereof, there are 500,300 shares of Common
Stock outstanding and 10,000,300 shares of common stock on a fully-
diluted basis.
OUTSTANDING VOTING SECURITIES
AND PRINCIPAL STOCKHOLDERS
The Company anticipates issuing 9,500,000 shares of Common
Stock upon the closing of the transaction contemplated by the
Merger Agreement (the "Merger"). The following table sets forth
information as of the record date with respect to the beneficial
ownership of the outstanding shares of Common Stock and the
beneficial ownership of the shares of Common Stock immediately
following the merger by (i) each person known by the Company to
beneficially own five percent (5%) or more of the outstanding
shares; (ii) the Company's officers and directors; (iii) the
Company's officers and directors as a group; and the Company's
nominee directors.
As used in the table below, the term "beneficial ownership"
means the sole or shared power to vote or direct the voting, or to
dispose or direct the disposition, of any security. A person is
deemed as of any date to have beneficial ownership of any security
that such person has a right to acquire within 60 days after such
date. Except as otherwise indicated, the stockholders listed below
have sole voting and investment powers with respect to the shares
indicated.
Name and Address of Shares of Common Stock Percentage of Class
Beneficial Owner Beneficially Owned Beneficially Owned (1)
Dale B. Lavigne* 82,487 0.8%
Box A
Osburn, ID 83849
Lewis J. Lavigne* 78,004 0.8%
HC-01 Box 188
Kellogg, ID 83837
Duane E. Little* 79,929 0.8%
211 West Elder
Kellogg, ID 83837
Robert S. Turnbow* 78,618 0.8%
211 West Elder
Kellogg, ID 83837
Glenn A. Arbeitman(2) 1,107,685 11.1%
155 First Street
Mineola, NY 11501
Corey Ribotsky(3) 1,224,427 12.2%
155 First Street
Mineola, NY 11501
Richard Berman** 859,613 8.6%
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050
Milton Cotter**(4) 3,790,571 37.9%
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050
Eric Cotter** 449,965 4.5%
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050
Joe C. Lloyd 0 0
c/o Achievement Tec, Inc.
2100 Highway 360
Suite 400-B
Grand Prairie, Texas 75050
All Current Officers and Directors 319,038 3.2%
as a Group (4 persons)
All Nominee Directors 5,100,149 51.0%
as a Group (4 persons)
______________________
* Indicates Current Director
** Indicates Nominee Director
(1) Calculated based upon approximately 10,000,000 shares of
common stock outstanding following the Merger and
presumes all shares are issued pursuant to the Merger.
(2) Includes 455,185 shares owned of record by New Millenium
Capital Partners II, LLC, entities controlled by the
referenced individual.
(3) Includes 116,742 shares owned of record by AJW Partners,
LLC and 455,185 shares owned of record by New Millenium
Capital Partners II, LLC, entities controlled by the
referenced individual.
(4) Includes 1,821,292 shares held by the Cotter 1996 Trust,
of which the referenced individual is trustee.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors of the Company presently consists of
four members. It is expected that the Designated Directors will
assume office concurrently with the Effective Time of the Merger.
This will be accomplished at a meeting by written consent of the
Board of Directors providing that the current directors will
resign, such that immediately following such action, the vacancies
will be filled by the Designated Directors.
The Designated Directors listed below have consented to act as
a director of the Company. The Designated Directors will constitute
all of the members of the Board after they are appointed.
DESIGNATED DIRECTORS
Milton Cotter has served as Chairman of the Board of
Directors, President, and Chief Executive Officer of Achievement
Tec since 1997. In 1963, he joined the Atomic Energy Commission's
and The Department of Defense's nuclear weapons effort through
Sandia Nuclear Weapons Laboratory. In this job, he was part of the
team that handled assessments within companies to establish vendors
who could provide people possessing the abilities to work on high
quality and top secret parts for nuclear weapons. After leaving
Sandia in 1968, Mr. Cotter applied assessment technology into both
the Cabot Corporation and the Kane Miller Corporation, by going
into the newly acquired companies and testing the people to
determine who to keep in what jobs, thus resulting in the newly
acquired company performing well as part of the company that
acquired them. In 1972, Mr. Cotter became a private consultant to
several companies, in conjunction with a psychological testing firm
in Dallas, using standardized tests available on the marketplace.
In 1988, Mr. Cotter assembled a staff to begin building the
computer software in the assessment industry. That technology has
been used to create benchmarks by job category of thousands of jobs
within companies. In 1997, Mr. Cotter used that database of jobs,
adding to it, which has resulted in a database of thousands of jobs
based on successful people in companies across America and Canada.
This database is now used across America in the hiring process by
companies of all sizes, as well as Workforce Commissions in the
career direction of people. Because of the success of the system,
the system has since been emulated by testing firms that have come
into existence in the marketplace.
Eric Cotter is the son of Milton Cotter and has served as the
Vice President of Administration of Achievement Tec since 1985.
Mr. Cotter has overseen the filing of all copyrights, integration
work with the systems and administrative functions of the company,
including financial administration, accounting, bookkeeping,
payables, receivables, payroll and taxes. Mr. Cotter also acts as
a liaison between professionals for mergers and acquisitions. Most
recently, he has assumed responsibility for overseeing work related
to bringing up the applicant/job matching system utilized by the
greater New York City Consortium for Worker Education. Mr. Cotter
graduated from Baylor University in 1985 with a BBA.
Richard Berman has over 30 years of experience in private
equity, investment banking and business development/operations. In
September, 1998, Mr. Berman joined Internet Commerce Company
(publicly traded on Nasdaq: ICCSA) and is currently a Director and
Chairman of ICC, as well as on the Board of Directors for U-Cube.
For more than 15 years prior to that, Mr. Berman, through American
Acquisition Company, acted as principal in venture capital and real
estate, as an advisor in mergers and acquisitions and as a source
of funding for small growth companies. He was also the Chairman of
Prestolite Battery, the largest battery producer in Canada, as well
as Senior Vice President of Bankers Trust. Berman holds an MBA
from New York University, a JD from Boston College and a Graduate
Diploma from the Hague Academy of International Law.
Joe C. Loyd has served as President and co-owner of Career
Direction, Inc., a career fair management company specializing in
the multi-unit restaurant industry, since 1993. Prior to Career
Direction, Mr. Loyd was the General Manager of Operations for Tia's
Tex-Mex Restaurant chain in Dallas, Texas. Mr. Loyd's twelve years
of operational management experience consisted of employment with
Bennigan's, No 1 Pearl Street, Tolbert's and Tia's Tex Mex. Prior
to moving to Dallas, Mr. Loyd owned and operated his own restaurant
in Oklahoma City, Oklahoma for three years. Mr. Loyd attended
Oklahoma State University from 1977 to 1981
To the best of the Company's knowledge, none of the
Designated Directors beneficially currently own any equity
securities, or rights to acquire any equity securities of the
Company, or has been involved in any transactions with the Company
or any of its directors, executive officers or affiliates, except
for the transactions contemplated by the Merger Agreement and the
exhibits thereto.
CURRENT DIRECTORS AND EXECUTIVE OFFICERS
The following is certain biographical information with respect
to the current members of the Board of Directors and Executive
Officers of the Company.
Robert S. Turnbow, age 80, is President of the Company and has
been a director since its inception in 1967. For the past five
years and previously, Mr. Turnbow has served as a director of
several other small mining companies in Idaho. He is also a
retired motel owner and operator. Mr. Turnbow has over 25 years of
mining industry experience.
Dale B. Lavigne, age 67, is the Secretary and Treasurer of the
Company and has been a director since its inception in 1967. For
the past five years and previously, Mr. Lavigne worked as an
officer and/or director of several mining companies, including the
Metropolitan Mines Corporation. He is also President, director and
major shareholder of Osburn Drug Company of Osburn, Idaho.
Mr. Lavigne attended the University of Montana where he earned a
degree as a pharmacist.
Lewis J. Lavigne, age 73, has been a director of the Company
since its inception in 1967. He has over 25 years of experience in
management of the Company and other small mining enterprises. In
recent years, he has also worked as a director of other small
mining companies in Idaho. He is an officer, director and
shareholder of Osburn Drug Company of Osburn, Idaho. Mr. Lavigne
attended the University of Idaho and is a retired metallurgical
accountant by training.
Duane E. Little, age 60, has been a director of the Company
since its inception in 1967. He has over 25 years of experience in
management of the Company and has worked as a director of other
small mining companies. He has also held the position of Shoshone
County Assessor since 1975. He studied business and applied
science at the University of Idaho where he received a bachelor's
degree.
During the Company's last fiscal year ending December 31,
1999, the directors did not hold any formal meetings of the Board
of Directors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Common Stock is registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in connection therewith, directors, officers, and
beneficial owners of more than 10% of the Company's Common Stock
are required to file on a timely basis certain reports under
Section 16 of the Exchange Act as to their beneficial ownership of
Common Stock. These reports have not filed on a timely basis and
will be submitted to the Securities and Exchange Commission.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers, or
directors. The Company has not paid any salaries or other
compensation to its officers, directors or employees for the years
ended December 31, 1999, 1998, and 1997. Further, the Company has
not entered into an employment agreement with any of its officers,
directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the
Company's directors will defer any compensation until such time as
an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. As of
the date hereof, no person has accrued any compensation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
To the best of management's knowledge, during the past two
fiscal years there were no material transactions, or series of
similar transactions, or any currently proposed transactions, or
series of similar transactions, to which the Company was or is to
be a party, in which the amount involved exceeds $60,000, and in
which any director or executive officer, or any security holder who
is known by the Company to own of record or beneficially more than
5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.
