As filed with the Securities and Exchange Commission on May 29, 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) May 21, 1998
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RB ASSET, INC.
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(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 executive offices) (Zip Code)
(212) 848-0201
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(Registrant's telephone number, including area code)
Former Name: River Asset Sub, Inc.
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events
On May 21, 1998, the Registrant and the Registrant's then parent, River
Bank America (the "Bank"), jointly issued a press release, a copy of which is
attached hereto as Exhibit 99.1 and the full text of which is incorporated by
reference herein, announcing (i) that the Bank had set May 22, 1998 as the
record date for the distribution to the Bank's stockholders of the shares of the
Bank's wholly-owned subsidiary, River Distribution Sub, Inc., to be converted
into shares of the Registrant in the Bank's reorganization into a Delaware
corporation, (ii) that on May 26, 1998 the Bank would distribute stock
certificates representing shares of the Registrant to its stockholders of record
as of the close of business on the record date and (iii) that the Bank's stock
transfer records would be closed at the close of business on the record date.
On May 26, 1998, the Bank, then a predecessor of the Registrant, issued a
press release, a copy of which is attached hereto as Exhibit 99.2 and the full
text of which is incorporated by reference herein, announcing that on May 22,
1998 the Bank had completed its reorganization and describing certain of the
steps undertaken by the Bank to consummate the reorganization. On May 26, 1998,
the Registrant also issued a press release, a copy of which is attached hereto
as Exhibit 99.3 and the full text of which is incorporated by reference herein,
announcing (i) that the Bank had completed its reorganization, (ii) that the
Registrant as the successor in the reorganization, succeeds to the assets,
liabilities and business of the Bank, and (iii) that the Registrant was in a
position to undertake certain steps to manage the business and assets of its
predecessor without the regulatory restraints imposed by the New York State
Banking Department.
ITEM 7. Financial Statements, Supplemental Financial Information and Exhibits.
(c) Exhibits.
99.1 Joint Press Release of River Bank America and RB Asset, Inc., dated
May 21, 1998.
99.2 Press Release of River Bank America, dated May 26, 1998.
99.3 Press Release of RB Asset, Inc., dated May 26, 1998.
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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: May 29, 1998 By: /s/ Jerome R. McDougal
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Name: Jerome R. McDougal
Title: President, Chief Financial Officer,
Director and Chairman of the Board
of Directors (principal executive
and principal financial officer)
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
From: RB Asset, Inc.
River Bank America
645 Fifth Avenue, 8th Floor
New York, New York 1022
For Further Information contact:
Peter Rosenthal
Rubenstein Associates, Inc.
Tel: (212) 843-8030
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NEW YORK, New York, May 21, 1998 -- River Bank America announced today that it
had set May 22, 1998 as the record date for the distribution to its stockholders
of the book entry shares of capital stock of its wholly-owned subsidiary, River
Distribution Sub, Inc., that will be converted into shares of its successor
Delaware corporation to be named RB Asset, Inc., as more fully described in the
River Bank America's proxy statement/prospectus, dated March 27, 1998. On May
26, 1998, River Bank America will distribute stock certificates representing
shares of capital stock of RB Asset, Inc. to be paid to River Bank America
stockholders as of the close of business on the record date.
River Bank America also announced that, as of the close of business on May
22, 1998, the stock transfer records of River Bank will be closed.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
From: River Bank America
645 Fifth Avenue, 8th Floor
New York, New York 1022
For Further Information contact:
Peter Rosenthal
Rubenstein Associates, Inc.
Tel: (212) 843-8030
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NEW YORK, New York, May 26, 1998 -- River Bank America announced today that on
May 22, 1998 River Bank completed its reorganization into a Delaware corporation
named RB Asset, Inc. that was approved at River Bank's special meeting of
stockholders on May 1, 1998. RB Asset, Inc. as the successor in the
reorganization, succeeds to the assets, liabilities and business of River Bank
America.
As a result of the reorganization and related dissolution discussed below, the
capital stock of River Bank will be canceled. As of the close of business on May
22, 1998, River Bank America's stock transfer records have been closed.
Following stockholder approval of the reorganization, all of River Bank
America's assets, liabilities and business were transferred to or assumed by
River Bank America's wholly-owned subsidiary, River Asset Sub, Inc., on May 11,
1998, pursuant to the terms of an assignment and assumption agreement and
related transfer documents. Thereafter, on May 18, 1998, the board of directors
declared a distribution of the capital stock of its wholly-owned subsidiary,
River Distribution Sub, Inc., payable on a book-entry basis to River Bank
America's stockholders of record on May 22, 1998. At the time of such
distribution the capital stock of River Distribution Sub, Inc. had no value.
In the distribution, all of the issued and outstanding shares of common stock
and series A preferred stock of River Distribution held by River Bank America
were distributed to River Bank America stockholders on a share-for-share basis
such that each holder of River Bank America common stock received one share of
River Distribution common stock for each share of River Bank America common
stock held by such stockholder and each holder of River Bank America series A
preferred stock received one share of River Distribution series A preferred
stock for each share of River Bank America series A preferred stock held by such
stockholder.
<PAGE>
River Bank America
May 26, 1998
Page 2
Finally, upon book-entry payment of the distribution, on May 22, 1998, River
Distribution merged with and into River Asset whereupon the stockholders of
River Distribution became stockholders of the surviving corporation which
changed its name to RB Asset, Inc. In the merger, the shares of capital stock of
River Distribution were converted into shares of capital stock of RB Asset, Inc.
Accordingly, subsequent to the merger, the capital stock of River Bank America
had no value.
As previously announced, stock certificates representing shares of capital stock
of RB Asset, Inc. are now being distributed to holders of record as of May 22,
1998.
In connection with the reorganization steps, on May 19, 1998, a petition for an
order of dissolution declaring River Bank America dissolved and its legal
existence terminated was filed in the Supreme Court of the State of New York.
River Bank America expects that the Supreme Court order will be issued on June
1, 1998 and, upon the filing of the order of dissolution with the Banking
Department of the State of New York, River Bank America will no longer exist.
Upon such dissolution, the capital stock of River Bank America will be canceled
on the closed transfer records of River Bank.
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EXHIBIT 99.3
FOR IMMEDIATE RELEASE
From: RB Asset, Inc.
645 Fifth Avenue, 8th Floor
New York, New York 1022
For Further Information contact:
Peter Rosenthal
Rubenstein Associates, Inc.
Tel: (212) 843-8030
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NEW YORK, New York, May 26, 1998 -- RB Asset, Inc. announced today that, on May
22, 1998, River Bank America consummated its reorganization into a Delaware
corporation. RB Asset, Inc., as the successor in the reorganization, succeeds to
the assets, liabilities and business of River Bank.
Now that the reorganization has been completed, RB Asset intends to manage the
business and assets of the predecessor bank without the regulatory constraints
imposed by New York State Banking Department.
To that end, RB Asset, Inc. has determined that it is now appropriate to solicit
proposals from Investment Bankers to assist in the evaluation of strategic
options available to RB Asset, Inc. to maximize shareholder value.
RB Asset, Inc. also intends to begin contacting holders of its series A
preferred stock in connection with the election of two new directors by the
holders of series A preferred stock and other matters resulting from the
reorganization. The election of two additional directors will take place at the
RB Asset, Inc. annual meeting currently scheduled to be held on August 31, 1998.
As previously announced by River Bank America, stock certificates representing
shares of capital stock of RB Asset, Inc. are being distributed to River Bank
America stockholders of record as of the close of business on May 22, 1998.
