As filed with the Securities and Exchange Commission on November 4, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 27, 1998
RB ASSET, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-38673 13-3973550
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
645 Fifth Avenue, 8th Floor
New York, New York 10022
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(Address of principal execu (Zip Code)
(212) 848-0201
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
774970.2
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ITEM 5. Other Events
An action entitled Strome Global Income Fund et al. v. River Bank
America et al., Index No. 605226198, was commenced against the Registrant, its
predecessors and certain of its current and former directors in New York State
Supreme Court, New York County on October 27, 1998. Plaintiffs are holders of
the Company's 15% non-cumulative perpetual preferred stock, Series A, and were
formerly holders of River Bank America 15% non-cumulative perpetual preferred
stock, Series A. The complaint alleges various claims for breach of contract,
fraudulent conveyance, violations of Sections 604 and 605 of the New York
Banking Law, breach of fiduciary duty and the duty of disclosure and ultra vires
acts based upon the reorganization into the Registrant, and subsequent
dissolution, of the Registrant's predecessor, River Bank America, and an
amendment made to River Bank America's certificate of designations for the
preferred stock in connection with the reorganization. Among other things,
plaintiffs claim that as a result of the reorganization and dissolution they
were entitled to receive a $25 per share liquidation payment, as well as unpaid
dividends, and were also entitled to appraisal rights as dissenting
shareholders. Plaintiffs seek judgment against the defendants for the
liquidation payment, other unspecified compensatory damages, avoidance of the
transfer of assets from River Bank America to the Registrant, punitive damages
and other relief. The Registrant believes that the reorganization and
dissolution of River Bank America was in the best interests of all of the River
Bank America stockholders and did not violate plaintiffs' rights as preferred
stockholders in any respect and intends to defend the lawsuit vigorously.
774970.2
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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.
RB ASSET, INC.
(Registrant)
Date: November 4, 1998 By: /s/ Nelson L. Stephenson
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Name: Nelson L. Stephenson
Title: President and Chief Executive Officer
774970.2
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