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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e) (1) OF THE SECURITIES EXCHANGE
ACT OF 1934)
(Amendment No. 2)
RB Asset, Inc.
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(Name of Issuer)
RB Asset, Inc.
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(Name of Person(s) Filing Statement)
15% Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00
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(Title of Class of Securities)
749254 207
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(CUSIP Number of Class of Securities)
Nelson L. Stephenson
RB Asset, Inc.
645 Fifth Avenue
New York, NY 10022
(212) 848-0201
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
November 25, 1998
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(Date Tender Offer First Published, Sent or Given to Security Holders)
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Item 4. Interest in Securities of the Issuer.
The Exchange Offer expired at 5:00 p.m., New York City Time, on December 24,
1998. Based on a preliminary count by the Depository for the Offer, 415,273
shares of 15% Non-Cumulative Perpetual Preferred Stock, Series A, $1.00 par
value, were properly tendered and accepted for exchange by the Issuer.
On December 28, 1998, the Issuer issued a press release with respect to the
foregoing, a copy of which is included as an Exhibit to this Amendment to the
Schedule 13E-4 and is incorporated herein by reference.
Item 9. Material to be filed as Exhibits.
Exhibit (a)(8) Press Release of the Company dated December 28, 1998
2
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true complete and correct
December 28, 1998
By: /s/ Nelson L. Stephenson
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Nelson L. Stephenson, President
and Chief Executive Officer
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RB ASSET, INC.
645 Fifth Avenue
Eighth Floor
New York, New York 10022
Company Contact:
Nelson Stephenson
RB Asset, Inc.
Tel: 212/848-0206
FOR IMMEDIATE RELEASE
RB ASSET, INC. ANNOUNCES
COMPLETION OF ITS EXCHANGE
OFFER FOR ANY AND ALL OUTSTANDING
SHARES OF ITS 15% NON-CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES A
NEW YORK, New York, December 28, 1998 - RB Asset, Inc. (successor to River Bank
America) announced today that it has completed its offer to exchange (the
"Exchange Offer") $25.94 principal amount of its newly-authorized Increasing
Rate Junior Subordinated Notes due 2006 (the "Subordinated Notes") for each
outstanding share of its 15% Non-Cumulative Perpetual Preferred Stock, Series A
(the "Series A Preferred Stock").
The Company said that, based on a preliminary count, 415,273 shares of the
Series A Preferred Stock (representing 29.7% of the 1,400,000 outstanding
shares of Series A Preferred Stock) were properly tendered and accepted by the
Company for exchange in accordance with the terms and conditions of the
Exchange Offer. The Exchange Offer expired at 5:00 p.m. on Thursday, December
24, 1998.
The Subordinated Notes provide for semi-annual accrual of interest at rates
increasing from an initial 8% per annum rate. Payment of interest through
January 15, 2002 is expected to be made by the issuance of additional
Subordinated Notes. Thereafter, interest will be paid in cash. Principal of the
Subordinated Notes will be repaid in mandatory semi-annual installments
commencing after the first three years with increasing redemption premiums on
installments paid after four years.
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