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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-K/A1
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended June 30, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From To
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Commission file number 333 - 38673
RB ASSET, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-5041680
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
645 Fifth Avenue Eight Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (212) 848-0201
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the company's knowledge, in a definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K. [X]
As of September 27, 1999, there were 7,100,000 shares of Common Stock of the
registrant issued and outstanding, of which 2,774,550 shares were held by all
directors and principal officers as a group. Of the aggregate of 2,774,550
shares held by all directors and principal officers, Mr. Alvin Dworman, the
largest single holder of the registrant's Common Stock, held 2,768,400 shares at
September 27, 1999.
The Common Stock of the Company is traded in limited and sporadic transactions
in the inter-dealer over-the-counter market, and bid and ask price quotes are
periodically available from the NASD Bulletin Board. Available quotations
reflect inter-dealer prices, without retail mark-up, markdown or commission and
may not necessarily represent actual trading transactions and the availability
of quotations should not be considered an indication of the existence of an
established active and liquid market.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(c) Exhibits:
Exhibit No. Description
2.1 * Agreement and Plan of Merger, dated as of October 9, 1997, by and
between River Asset Sub, Inc. and River Distribution Sub, Inc.
2.1b ** Amendment No. 1, dated as of May 15, 1998, to Agreement and Plan
of Merger, October 9, 1997, by and between River Asset Sub, Inc.
and River Distribution Sub, Inc.
2.2 * Petition for a Closing Order, made by River Bank America to the
New York State Supreme Court, dated October 15, 1997.
2.2b * Notice of Settlement of Closing Order, made by River Bank America
to the New York State Supreme Court, dated December 8, 1997.
2.2c * Closing Order, signed by the New York State Supreme Court on
January 9, 1998 and entered on January 14, 1998.
2.3 * Assignment and Assumption Agreement, dated as of May 11, 1998, by
and between River Bank America and River Asset Sub, Inc.
3.1*** Certificate of Merger, dated May 18, 1998, of River Asset Sub,
Inc. and River Distribution Sub, Inc.
3.2*** Certificate of Incorporation of the Company.
3.3*** Certificate of Designation of the 15% Noncumulative Perpetual
Preferred Stock, Series A, $1.00 par value, of the Company.
3.4*** By-Laws of the Company.
4.0 + Indenture, dated as of December 30, 1998, by and between the
Company and LaSalle National Bank, as Trustee (the "Indenture").
4.2 ++ First Supplemental Indenture, dated as of February 1, 1999 to the
indenture.
10.1* Credit Agreement dated as of June 28, 1996 among River Bank
America and other borrowers and HSBC Midland Bank and related loan
documents.
10.1b* Consent of HSBC Midland Bank to River Bank America's
Reorganization dated October 30, 1997.
10.2* Management Agreement dated as of June 28, 1996, by and between
River Bank America and RB Management Company LLC.
2
<PAGE>
21.1**** Subsidiaries of the Company.
27.1**** Financial Data Schedule.
99.1 # Proxy and Information Statement with respect to 1999 Annual
Meeting of Stockholders.
99.2 # Proxy Card with respect to 1999 Annual Meeting of Stockholders.
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* Incorporated by reference to the Company's Registration Statement on
Form S-4 filed on March 26, 1998.
** Incorporated by reference to the Company's Registration Statement on
Form S-4 filed on February 28, 1998.
*** Incorporated by reference to the Company's Annual Report on Form 10-K/A
filed on September 28, 1998.
**** Incorporated by reference to the Company's Annual Report on Form 10-K
filed on October 1, 1999.
+ Incorporated by reference to the Company's Schedule 13-E4/A Issuer
Tender Offer Statement filed on December 31, 1998.
++ Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed on February 12, 1999.
# Filed herewith. These exhibits are not deemed "filed" with the
Commission or otherwise subject to the liabilities of Section 18 of the
Act, and are not incorporated by reference in any filing of the Company
under the Securities Act of 1933 or the Act, whether made before or
after the date hereof and irrespective of any general incorporation
language in any filing.
Supplemental Information to Be Furnished with Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.
The Company previously mailed a proxy and information statement and
related proxy card with respect to its 1999 Annual Meeting of Stockholders
(copies of which are filed hereto as Exhibits 99.1 and 99.2, respectively) and
its 1999 Annual Report, in each case to stockholders commencing on October 1,
1999.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: October 7, 1999 RB ASSET, INC.
(Registrant)
By: /s/ Nelson L. Stephenson
-----------------------------------
Name: Nelson L. Stephenson
Title: President and Chief Executive Officer
(principal executive and accounting officer)
4
<PAGE>
RB ASSET, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on October 20, 1999
To the Stockholders of RB Asset, Inc.:
NOTICE IS HEREBY GIVEN that the 1999 annual meeting of stockholders
(the "Annual Meeting") of RB Asset, Inc., a Delaware corporation ("RB Asset" or
the "Company"), will be held at the offices of the Company, 645 Fifth Avenue,
8th Floor, New York, New York, on Wednesday, October 20, 1999, at 9:00 a.m.,
local time, for the following purposes, all of which are more completely set
forth in the accompanying proxy and information statement:
1. To consider and vote upon a proposal to elect two directors
nominated by the board of directors to serve for a term of three years or
until such directors' successors are elected and shall have qualified;
2. To consider and vote upon a proposal to ratify the appointment of
Ernst & Young LLP as the independent auditors of the Company for fiscal
year 2000;
3. To consider and vote upon a proposal to elect two directors
nominated by holders of Preferred Stock (as defined below) to serve for a
term of one year or until such directors' successors are elected and shall
have qualified; and
4. The transaction of such other business as may properly come
before the Annual Meeting or at any adjournment or postponement thereof.
The board of directors has fixed the close of business on September
24, 1999 as the record date (the "Record Date") for the determination of
stockholders entitled to receive notice of, and to vote at, the Annual Meeting
and any adjournment or adjournments thereof. Holders of common stock, $1.00 par
value, of the Company (the "Common Stock") and holders of 15% non-cumulative
perpetual preferred stock, series A, $1.00 par value, of the Company (the
"Preferred Stock) at the close of business on the Record Date are entitled to
notice of, and to vote at, the Annual Meeting and any adjournment or
postponement thereof.
By order of the board of directors,
Nelson L. Stephenson
President and Chief Executive Officer
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ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
THE COMPANY IS NOT SOLICITING PROXIES FROM HOLDERS OF PREFERRED STOCK.
HOLDERS OF COMMON STOCK ARE REQUESTED, WHETHER OR NOT YOU INTEND TO BE
PRESENT AT THE MEETING, TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE. HOLDERS OF COMMON STOCK CAN HELP THE COMPANY AVOID UNNECESSARY
EXPENSE AND DELAY BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD.
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October 1, 1999
<PAGE>
RB ASSET, INC.
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PROXY AND INFORMATION STATEMENT
1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 20, 1999
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INTRODUCTION
This proxy and information statement ("Proxy and Information
Statement") is being furnished by and on behalf of the board of directors (the
"Board of Directors") of RB Asset, Inc., a Delaware corporation ("RB Asset" or
the "Company"), in connection with the solicitation of proxies from holders of
Common Stock (as defined below) to be voted and the action to be taken by
holders of Preferred Stock (as defined below) at the 1999 annual meeting of
stockholders (the "Annual Meeting") to be held at the offices of the Company,
645 Fifth Avenue, 8th Floor, New York, New York, on Wednesday, October 20, 1999,
at 9:00 a.m., local time and at any adjournment or postponement thereof. This
Proxy and Information Statement (and, in the case of the holders of Common
Stock, the enclosed proxy card) are being sent to stockholders on or about
October 1, 1999.
At the Annual Meeting, holders of common stock, $1.00 par value, of
RB Asset ("Common Stock") will consider and vote upon proposals (i) to elect
Robin Chandler Duke and David A Shapiro (the "Board Nominees") as directors to
serve for a term of three years or until such directors' successors are elected
and shall have qualified ("Proposal 1") and (ii) to ratify the appointment of
Ernst & Young LLP as the independent auditors of the Company for fiscal year
2000 ("Proposal 2").
In addition, at the Annual Meeting, holders of RB Asset 15%
non-cumulative perpetual preferred stock, series A, $1.00 par value ("Preferred
Stock"), will consider and vote upon a proposal to elect two individuals as
directors to serve for a term of one year or until such directors' successors
are elected and shall have qualified if such individuals (the "Preferred Stock
Nominees") are nominated by the holders of Preferred Stock ("Proposal 3"). The
holders of the Preferred Stock are entitled to elect two directors because
dividends on the Preferred Stock are in arrears and unpaid for six full
quarterly dividend periods (including the period of arrears on similar preferred
stock of the Company's predecessor, River Bank America (the "Predecessor")). THE
BOARD OF DIRECTORS DOES NOT TAKE ANY POSITION WITH RESPECT TO THE ELECTION OF
ANY PREFERRED STOCK NOMINEE AND IS NOT SOLICITING ANY PROXIES IN CONNECTION WITH
THE ANNUAL MEETING AND DOES NOT MAKE ANY RECOMMENDATION "FOR" OR "AGAINST" THE
ELECTION OF ANY SUCH NOMINEE.
Stockholders will also transact such other business as may properly
come before the Annual Meeting or at any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on September
24, 1999 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting and any
adjournment or postponement thereof.
The mailing address of Company's principal executive offices is 645
Fifth Avenue, 8th Floor, New York, New York 10022, and the telephone number at
that address is (212) 848-0201.
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF
APPROVAL OF PROPOSAL 1 AND PROPOSAL 2 FOR UPON WHICH HOLDERS OF COMMON STOCK ARE
ENTITLED TO VOTE AT THE ANNUAL MEETING.
THE COMPANY REQUESTS HOLDERS OF COMMON STOCK, WHETHER OR NOT YOU PLAN
TO ATTEND THE ANNUAL MEETING IN PERSON AND REGARDLESS OF THE NUMBER OF SHARES
YOU OWN, TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN
THE ENCLOSED PRE-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. YOU MAY, OF COURSE, ATTEND THE ANNUAL MEETING, REVOKE YOUR PROXY
AND VOTE IN PERSON EVEN IF YOU HAVE ALREADY RETURNED YOUR PROXY CARD.
Voting Rights and Vote Required
Only holders of record of Common Stock and Preferred Stock issued and
outstanding as of the close of business on the Record Date will be entitled to
vote at the Annual Meeting or any adjournment or postponement thereof. As of the
Record Date, there were 7,100,000 shares of Common Stock and 1,400,000 shares of
Preferred Stock issued and outstanding held by approximately eight and four
holders of record, respectively.
Holders of record of Common Stock at the close of business on the
Record Date are entitled to one vote per share upon Proposals 1 and 2 submitted
to a vote of the holders of Common Stock at the Annual Meeting or any
adjournment or postponement thereof. Holders of record of Preferred Stock at the
close of business on the Record Date are entitled to one vote per share upon
Proposal 3 submitted to a vote of holders of Preferred Stock at the Annual
Meeting or any adjournment or postponement thereof. The presence, in person or
by proxy, of the holders of a majority of the outstanding shares of Common Stock
entitled to vote at the meeting is necessary to constitute a quorum to transact
business on Proposals 1 and 2 at the Annual Meeting. Inasmuch as the Certificate
of Designation is silent on the voting requirements and procedures with respect
to the election of the Preferred Stock Nominees, the Company has determined to
apply to Proposal 3 provisions of the Company's by-laws applicable to the
election of directors and the conduct of stockholder meetings generally. Thus,
the presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Preferred Stock entitled to vote at the meeting is
necessary to constitute a quorum to transact business on Proposal 3 at the
Annual Meeting. Stockholders voting or abstaining from voting on any matter will
be counted as present for purposes of constituting a quorum. If a quorum is not
present at the Annual Meeting, the holders of a majority of the shares Common
Stock in the case of Proposals 1 and 2, or the holders of a majority of the
shares of Preferred Stock in the case of Proposal 3 present in person or by
proxy and entitled to vote at the Annual Meeting may, by majority vote, adjourn
the Annual Meeting from time to time.
The election of the Board Nominees as directors requires a plurality
of the votes cast by the holders of Common Stock at the Annual Meeting. The
ratification of the appointment of the Company's independent auditors requires a
majority of the votes cast by the holders of Common Stock at the Annual Meeting.
The election of the Preferred Stock Nominees as directors requires a plurality
of the votes cast by the holders of Preferred Stock at the Annual Meeting.
Abstentions will be considered in determining the presence of a
quorum for action on the proposals considered at the Annual Meeting, but will
not be counted as votes cast on any matter presented for a vote at the meeting.
Since the election of directors pursuant to Proposals 1 and 3 requires a
plurality of the votes cast and the ratification of the appointment of Ernst &
Young LLP pursuant to Proposal 2 requires a majority of the votes cast at the
Annual Meeting at which a quorum is present, abstentions will be excluded from
the vote on such matters.
Alvin Dworman, East River Partnership B and Odyssey Partners, L.P.,
holders of Common Stock who own an aggregate of 3,699,600 or 50.8% of the
outstanding shares of Common Stock, have advised the Company that they intend to
vote in favor of Proposals 1 and 2.
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<PAGE>
Voting of Proxies; Revocation; Solicitation
All shares of Common Stock which are entitled to vote and are
represented at the Annual Meeting by properly executed proxies received prior to
or at the Annual Meeting and not revoked will be voted at the Annual Meeting in
accordance with the instructions indicated on such proxies. IF NO INSTRUCTIONS
ARE INDICATED, SUCH PROXIES WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2
DESCRIBED HEREIN. The Board of Directors knows of no matters to be presented at
the Annual Meeting other than those described in this Proxy and Information
Statement. If any other matters are properly presented at the Annual Meeting for
consideration, including, among other things, consideration of a motion to
adjourn the Annual Meeting to another time and/or place, the persons named in
the enclosed form of proxies and acting thereunder will have discretion to vote
on such matters in accordance with their best judgment. The Company's by-laws
provide that the Annual Meeting may be adjourned for later consideration of
Proposals 1 and 2 by a majority vote of the stockholders present or represented
by proxy and entitled to vote thereat from time to time without notice other
than announcement at the meeting. Thus, an adjournment with respect to Proposals
1 and 2 will require a majority vote of the holders of Common Stock and an
adjournment with respect to Proposal 3 will require a majority vote of the
holders of Preferred Stock.
Any proxy given by a holder of Common Stock pursuant to this
solicitation may be revoked by the person giving it at any time before it is
voted. Proxies may be revoked by (i) giving the President or the Secretary of
the Company, at the address of the Company indicated below, written notice of
such revocation; (ii) executing a later-dated proxy; or (iii) attending the
meeting and giving notice of such revocation in person. Mere attendance at the
Annual Meeting will not, in and of itself, constitute revocation of a proxy. Any
written notice of revocation or subsequent proxy should be sent to the Company
at 645 Fifth Avenue, 8th Floor, New York, New York 10022, Attention: President,
so as to be delivered at or before the taking of the vote at the Annual Meeting.
All expenses of this solicitation, including the cost of preparing
and mailing of this Proxy and Information Statement, will be borne by the
Company. In addition to solicitation by use of the mails, proxies may be
solicited by directors, officers and employees of the Company in person or by
telephone, telegram or other means of communication. Such directors, officers
and employees will not be additionally compensated, but may be reimbursed for
reasonable out-of-pocket expenses in connection with such solicitation.
Arrangements will also be made with brokerage firms and other custodians,
nominees and fiduciaries for the forwarding of proxy solicitation material to
certain beneficial owners of the shares of the Common Stock and Preferred Stock,
and the Company will reimburse such brokerage firms, custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by them in connection
therewith.
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<PAGE>
PROPOSAL 1 -- ELECTION OF BOARD NOMINEES
Board of Directors and Board Nominees
The Company's Board of Directors is divided into three classes of
directors, serving staggered three-year terms. There are currently two vacancies
in the Board of Directors. Robin Chandler Duke and David A. Shapiro as the Board
Nominees have been nominated for election as directors at the Annual Meeting to
serve for a three-year term ending on the date of the 2002 annual meeting of
stockholders and until their successors shall be elected or qualified.
The Board of Directors has been informed that its Board Nominees for
director are willing to serve as director but, if they should decline or be
unable to act as a director, the individuals named in the Company proxy card as
proxies will vote for the election of such other person or persons as they, in
their discretion, may choose. The Board of Directors has no reason to believe
that the Board Nominees will be unable or unwilling to serve.
The election to the Board of Directors of the Board Nominees for
director will require the affirmative vote of the holders of a plurality of the
shares of Common Stock present in person or represented by proxy at the Annual
Meeting and entitled to vote assuming a quorum is present. In tabulating the
vote, abstentions will be disregarded. The Board of Directors unanimously
recommends that holders of Common Stock vote FOR the election of its Board
Nominees for director to the Board of Directors.
The Company's Board of Directors is divided into three classes of
directors, serving staggered three-year terms. At the 1998 annual meeting of
stockholders of the Company, the holders of the Company Preferred Stock elected
two directors to serve for a term of one year. The right of holders of Company
Preferred Stock to elect such two directors continues until dividends on the
Company Preferred Stock have been paid for four consecutive quarterly dividend
periods at which time such voting rights will terminate.
The name, age as of September 30, 1999, position with the Company, if
any, and term of office (includes tenure with the Predecessor Bank) following
the Annual Meeting, and period of service as a director, of each of the
Company's directors, including the Board Nominees is as follows:
<TABLE>
<CAPTION>
Class Term Director
Name Age Position Expires Since(1)
---- --- -------- ---------- --------
<S> <C> <C> <C>
Robin Chandler Duke............ 75 Director, Vice President and Secretary (2) 2002 1977
Alvin Dworman.................. 73 Director (3) 2001 1998
James J. Houlihan.............. 47 Director (4) 2001 1998
William D. Hassett............. 63 Director (3)(4) 2000 1976
Jerome R. McDougal............. 71 Director and Chairman of the Board (3) 2000 1991
Edward V. Regan................ 69 Director (2) 2001 1995
David J. Liptak................ 41 Director (5) -- 1998
David A. Shapiro............... 48 Director (2)(4) 2002 1998
Jeffrey E. Susskind............ 46 Director (5) -- 1998
</TABLE>
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(2) Member of the audit committee.
(3) Member of the executive committee.
(4) Member of the asset management committee.
(5) Elected by the holders of Preferred Stock for a term of one year.
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<PAGE>
The principal occupation for the last five years and selected
biographical information of each of the directors and the Board Nominees is set
forth below.
Robin Chandler Duke. Ms. Duke is National Chairman of Population
Action International, and she serves as a director of International Flavors and
Fragrances and American Home Products Corporation. Ms. Duke has served in an
unsalaried capacity as Vice President and Secretary of the Company and the
Predecessor since July 1996.
Alvin Dworman. Mr. Dworman is the founder and chairman of The ADCO
Group, a financial services, merchant banking and real estate company
established in 1981. Mr. Dworman also has been a director of the Sequa
Corporation since 1987 and has been serving as a member of the New York State
Real Estate Advisory Committee since 1985.
William D. Hassett. Mr. Hassett, a real estate investor and managing
member of Hassett-Belfer Senior Housing L.L.C. is also owner of W.D. Hassett,
Inc., a real estate management company. Mr. Hassett, formerly a director of
Olympia & York Holdings (USA), was the Chairman of the New York State Urban
Development Corporation from 1977 to 1981, Chairman of the Battery Park City
Authority from 1979 to 1981, Chairman of the Board of the New York State
Dormitory Authority from 1985 to 1994 and is a former New York State Commerce
Commissioner. He presently serves as a member of the Real Estate Advisory
Committee to the New York State Common Retirement Fund.
James J. Houlihan. Mr. Houlihan has been a partner of Houlihan-Parnes
Realtors, LLC, a commercial real estate firm for more than the past five years.
Mr. Houlihan is president of JHP Realty Advisors, Inc., a real estate advisory
firm and a partner in each of Kislev Management Corp., a commercial real estate
management firm, and Real Estate Servicing, Inc. and C.C. Capital Servicing,
Inc., both mortgage servicing firms.
David J. Liptak. Mr. Liptak has been the President of West Broadway
Partners, Inc., which is the General Partner of West Broadway Partners, L.P. and
the investment manager of AIG International West Broadway Fund, Ltd for more
than the past five years. Mr. Liptak was previously a Senior Vice President at
Oppenheimer & Co., Inc.
Jerome R. McDougal. Mr. McDougal served as Chief Executive Officer of
the Company and the Predecessor from April 1995 and as President from July 1997
until he retired from such positions in June 1998. Mr. McDougal served as
President and Chief Executive Officer of the Predecessor from March 1991 to
April 1995, at which time he became Chairman of the Board and Chief Executive
Officer. Prior to joining the Company, Mr. McDougal was Chairman and Chief
Executive Officer of the Apple Company for Savings for four years. Prior to
joining Apple Company, Mr. McDougal held various positions, including management
positions in a manufacturing concern, operating a consulting company, and
running one of the largest automotive retail chains in the New York metropolitan
area.
Edward V. Regan. Mr. Regan is Chairman of the Municipal Assistance
Corporation and Policy Advisor for the Jerome Levy Economics Institute. Mr.
Regan previously served as the New York State Comptroller from 1979 to 1993.
David A. Shapiro. Mr. Shapiro has been a portfolio manager for Seneca
Capital Management LLC, an investment management firm since May 1995. Mr.
Shapiro founded Asset Holdings Group, a privately held originator of senior and
mezzanine commercial real estate loans formed in 1993. From 1991 to 1993, Mr.
Shapiro also served as an advisor to the Predecessor in connection with the
restructuring and disposition of a portion of its commercial real state
portfolio.
Jeffrey E. Susskind. Mr. Susskind was a principal of Strome, Susskind
Investment Management, L.P., an investment management company located in Santa
Monica, California. Mr. Susskind has been, since January 1, 1999, engaged in
personal investments and has been an investment consultant for the five years
prior to 1999.
-5-
<PAGE>
Board of Directors and Committees
The Company is managed by a nine-member Board of Directors. The Board
of Directors has three standing committees, an executive committee, an asset
management committee and an audit committee.
Executive Committee. The executive committee is comprised of Messrs.
Dworman, Hassett and McDougal. The executive committee oversees the management
of the day-to-day business and affairs of the Company and the implementation of
the management of the Company's assets.
Audit Committee. The audit committee is comprised of Messrs. Regan
and Shapiro and Ms. Duke. The audit committee reviews and provides
recommendations to the Board of Directors with respect to the engagement of the
Company's independent auditors, financial reporting practices and internal
accounting and financial controls and procedures of the Company and monitors the
Company's compliance with its policies and procedures. In addition, the audit
committee also administers and reviews all compensation policies and will
provide recommendations to the Board of Directors with respect thereto.
Asset Management Committee. The asset management committee is
comprised of Messrs. Hassett, Houlihan and Shapiro. The asset management
committee oversees the performance of the asset portfolio of the Company.
During fiscal year 1999, the Board of Directors held six meetings,
including telephonic meetings. The audit committee held three meeting during the
fiscal year. The asset management committee held four meetings. The executive
committee held four meetings. During fiscal year 1999, each director (other than
Mr. Hassett and Mr. Liptak, each of whom were absent for one meeting) attended
100% of the total number of meetings of the Board of Directors and each director
attended 100% percent of the total number of meetings of committees on which he
or she served.
The Company's Board of Directors may, from time to time, establish
certain other committees of the Board to facilitate the management of the
Company. Directors will be elected in a manner consistent with, and shall serve
for a term, as provided in the Company's Charter and Bylaws.
Compensation of Directors
Directors of the Company receive an annual retainer of $20,000, plus
$1,000 for each board meeting attended and $750 for each committee meeting
attended.
Executive Officers
Inasmuch as the Predecessor had disposed of its depository banking
operations in connection with the sale of its branches and transfer of its
deposits to Marine Midland Bank in June 1996 (the "Branch Sale"), the Company as
successor does not require a large staff of officers or employees to manage the
business and affairs of the Company. Certain day-to-day management functions are
performed by RB Management Company LLC pursuant to the terms of a management
agreement. See "--Certain Relationships and Related Transactions".
The Company's officers are Jerome R. McDougal, who serves as the
chairman of the board, Nelson L. Stephenson, who serves as president and chief
executive officer of the Company, and Robin Chandler Duke, who serves without
compensation as the vice president and secretary of the Company. Set forth is
certain biographical information for Mr. Stephenson.
Nelson L. Stephenson. Mr. Stephenson was elected to the offices of
president and chief executive officer of the Company in July 1998. For more than
the past five years, Mr. Stephenson has been President of Fintek Inc., a
privately held financial advisory firm that provides services to the Company and
the Predecessor. Mr. Stephenson
-6-
<PAGE>
is also President and a Director of Coast-To-Coast Financial Corporation, a
unitary savings and loan holding company which owns Fintek, Inc. and Superior
Bank FSB as well as other subsidiaries engaged in consumer finance.
Executive Compensation
The following table sets forth information for the years indicated
concerning the compensation awarded to, earned by or paid to the chief executive
officer of the Company (and the Predecessor) for services rendered in all
capacities to Company (and the Predecessor) and subsidiaries thereof during such
period. There were no other executive officers who received any compensation
from the Company (and the Predecessor) (other than director fees).
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation
Name and Principal ------------------------------------ Other All Other
Position Year Salary($) Bonus($) Compensation($) Compensation ($)
- -------- ---- --------- -------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Nelson L. Stephenson 1999 $12,000 -- -- --
President and Chief
Executive Officer
Jerome R. McDougal 1999 $150,000 -- $179,269 (1) $ 14,853(3)
Chairman of the Board 1998 300,000 -- 63,214 (2) 123,110(3)
1997 300,000 -- 66,990 (2) 117,296(3)
</TABLE>
- ----------------------
(1) Consists of severance pay following Mr. McDougal's retirement from the
offices of President and Chief Executive Officer in June 1998, in the
amount of $150,000 and a housing allowance, club dues, automobile, driver
expenses and health insurance premiums aggregating $26,269. Mr. McDougal
will receive severance payments in equal biweekly installments through
June 30, 2000.
(2) Consists of a housing allowance, club dues, automobile and driver expenses
(aggregating $21,548 and $25,324 for the 1998 and 1997 periods presented,
respectively), certain tax expense reimbursements and health insurance
premiums.
(3) Consists of contributions of $9,000, $9,000 and $9,500 made by the Company
to its 401(k) Tax Deferred Savings Plan, accruals of and earnings on
deferred compensation in the amounts of $0, $110,053 and $103,739 and
payments of $5,853, $4,057 and $4,057 for life and personal liability
insurance premiums for the 1999, 1998 and 1997 periods presented,
respectively.
Employment Arrangements
Jerome R. McDougal, was compensated pursuant to an arrangement with
the Predecessor Bank reached in 1991. The terms of Mr. McDougal's employment
were memorialized in the minutes of the Predecessor Bank's January 22, 1991
Board of Directors meeting, which provided for an annual salary of $375,000 and
customary employee benefits commensurate with Mr. McDougal's position at the
Company. $75,000 of Mr. McDougal's annual salary was in the form of deferred
compensation. Mr. McDougal's annual deferred compensation accrues quarterly in
equal amounts and earns a variable rate of interest on the cumulative balance.
Prior to the Branch Sale, interest was compounded quarterly at the highest rate
offered on the predecessor's customer deposits each quarter and was thereafter
compounded at the prime rate. Mr. McDougal received additional compensation in
the form of a housing allowance, an automobile and payment of club membership
dues. The Company also reimbursed Mr. McDougal for the amount of personal income
taxes incurred as a result of the additional benefits.
-7-
<PAGE>
Mr. McDougal retired from his offices of president and chief
executive officer, effective July 1, 1998, at which time he was granted
severance equal to two years of his $375,000 annual salary. As part of his
severance package, the Company funds his health insurance premiums for a two
year severance period and funded his automobile allowance until the lease term
of his current vehicle expired in November 1998. Mr. McDougal also elected to
withdraw his deferred compensation in the amount of $689,728 during the quarter
ended June 30, 1998. A payment in this amount was made to Mr. McDougal on July
10, 1998.
Mr. Stephenson is compensated pursuant to an informal arrangement
with the Company that provides for compensation of $2,000 per month.
Certain Relationships and Related Transactions
Arrangements with RB Management LLC. The Company succeeds to a
management agreement, dated as of June 28, 1996 (the "Management Agreement"),
with RB Management Company LLC ("RB Management"), a firm 100% owned by Alvin
Dworman, a director of the Company and the Company's largest stockholder, who
owns 39% of the outstanding shares of Common Stock. Pursuant to the Management
Agreement, RB Management is engaged exclusively as an independent contractor to
provide the Company with prescribed general management services and asset
management services. The general management services provided by RB Management
include the management of the general business affairs and corporate activities
of the Company and the oversight of third party service subcontractors providing
services not provided directly by RB Management to the Company. Such services
include, but are not limited to: (i) developing and implementing policies and
procedures for the ordinary day-to-day management of the Company and the
disposition of its assets as approved by the Board of Directors; (ii) managing
corporate activities, including (a) preparing and maintaining business plans,
(b) providing treasury and tax services, (c) providing financial and accounting
services, (d) monitoring the Company's progress (with e.g. internal controls,
internal audits and operational audits) and (e) monitoring portfolio progress
(e.g. reviewing asset business plans, loan status and restructuring plans); and
(iii) providing, obtaining and overseeing third party services when required,
such as loan servicing, general ledger, legal, accounting and audit services
(collectively, the "General Management Services").
The asset management services provided by RB Management pursuant to
the Management Agreement include the management of the Company's assets,
properties and loans and the oversight of third party service subcontractors
providing services with respect thereto. Such services include, but are not
limited to: (i) managing assets, properties and loans, including (a)
troubleshooting the loan portfolio (with respect to e.g. delinquencies and loan
status), (b) reviewing loans to determine, develop and recommend loan plans,
restructures or litigation strategies, (c) restructuring loans (including
planning, implementing and monitoring), (d) foreclosing assets (including hiring
attorneys, obtaining title and commencing management), (e) preparing asset
business plans (including enhancement strategies), (f) managing and monitoring
real estate owned (including site visits, liaison with brokers and property
managers, reviewing property reports and leasing), disposing of real estate
owned (including solicitation, review and recommendation of offers and
negotiation and closing of sale), and (h) providing financial and operating
reports (including monthly reports, quarterly analysis, financial statements and
reports to the Board of Directors); and (ii) providing, obtaining and overseeing
third party services when required, such as property management, loan marketing,
brokerage, leasing, legal, accounting and audit (collectively, the "Asset
Management Services").
Pursuant to the Management Agreement, for the General Management
Services, RB Management is paid an annual base fee, payable monthly, not to
exceed $1,250,000 (the "Base Fee"). The Base Fee is determined on the basis of
the costs expected to be incurred by RB Management in providing the General
Management Services. The agreement requires that the Base Fee be reviewed no
less frequently than annually by the audit committee of the Board of Directors
and adjusted based on costs expected to be incurred as aforesaid. The agreement
requires that the Base Fee be adjusted in the event a third party service
subcontractor is engaged to provide a function required of RB Management under
the agreement.
Pursuant to the Management Agreement, for the Asset Management
Services, RB Management is paid (I) an annual fee, payable monthly, equal to
.75% of the average month-end book value of the Company's assets (the
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<PAGE>
"Asset Service Fee") and (ii) an asset disposition success fee equal to .75% of
the proceeds from the sale or collection or refinancing of any Company asset
(the "Asset Disposition Fees"). Any fees payable under the Management Agreement
not paid within 30 days of the date billed bear interest at the prime rate
published by CitiBank NA.
During the year ended June 30, 1999, the Company accrued $1,250,000
in expenses for the Base Fee payable to RB Management, $1,176,000 for the Asset
Service Fee and $139,000 for the Asset Disposition Fees. During 1999, the
Company paid RB Management an aggregate of $2,239,000. At June 30, 1999, the
Company had no amounts payable to RB Management.
Pursuant to the Management Agreement, RB Management may retain,
subject to the approval of the audit and asset management committees of the
Board of Directors, third party service subcontractors to provide services not
provided directly by RB Management. The agreement provides that RB Management is
to be reimbursed for all bills arising out of approved third party service
agreements. RB Management is also reimbursed for reasonable out-of-pocket
expenses incurred in connection with rendering the General Management Services.
As contemplated in the Management Agreement, during fiscal year 1998, RB
Management retained Fintek Inc. ("Fintek"), a firm which is 50% beneficially
owned by Mr. Dworman and for which an adult child of Mr. Dworman serves as a
director. Fintek was retained to continue to provide the advisory services that
it had previously provided to the Company pursuant to direct arrangements with
the Company. In accordance with the Management Agreement, all payments to Fintek
are the obligation of RB Management and were paid out of fees received by RB
Management from the Company pursuant to the Management Agreement.
The Management Agreement has a term of three years that shall
automatically be extended for an additional one year term if the Company's
senior secured loan facility with Marine Midland Bank (the "Marine Senior Loan")
remains outstanding upon the termination of the initial term and thereafter for
an additional one year, if at the termination of the initial extension term, the
Marine Senior Loan remains outstanding. Subject to the consent of Marine
Midland, the agreement may be terminated by either party for any reason upon 180
days written notice to the other party, by RB Management in the event of a
payment default by the Company, by the Company for cause as prescribed in the
agreement and by mutual written consent. The agreement may also be terminated by
RB Management upon 60 days written notice that all of the assets of the Company
have been sold. The Management Agreement provides for proration of the fees
payable to RB Management in the event of termination and for reimbursement of
any reasonable costs incurred by RB Management as a result of the termination,
including termination or severance payments made to third party service
subcontractors or employees terminated by RB Management as a result of such
termination. In addition, in the event of termination, RB Management is entitled
to Asset Disposition Fees on any proposed asset dispositions in process if such
assets are disposed of within six months from such termination
Arrangements with Fintek Inc. During the period October 1, 1991
through June 28, 1996, Fintek provided certain financial consulting, strategic
planning and advisory services to the Company's predecessor (the "Services
Arrangement"), including providing advice and consulting services with regard to
the Company's treasury functions. Fintek earned hourly rate-based fees under the
Services Arrangement. During the year ended June 30, 1995 and the six month
period ended December 31, 1995, the Company paid $116,000 and $65,000,
respectively, to Fintek for services provided under the Services Arrangement.
In September 1995, the Predecessor engaged Fintek to provide certain
advisory services in connection with the Branch Sale and related transactions
(the "Transaction Engagement"). Under the terms of the Transaction Engagement,
Fintek earned hourly rate-based fees and was reimbursed for its reasonable
out-of-pocket expenses incurred in performing its services. Fintek was also
entitled to receive a success fee, upon consummation of the Branch Sale, equal
to the sum of (a) 0.6% of the excess of assumed liabilities over transferred
assets under the Branch Sale agreement (the "Base Fee") and (b) 0.6% of any
principal payments received by the Company's predecessor with respect to the
junior subordinated participation interests (the "Participation-based Fee"). The
Base Fee was payable 20% on the closing date of the Branch Sale and 20% on each
of the next four anniversary dates of the closing, with quarterly interest
payments on any deferred amounts accrued at an annual rate equal to the prime
rate of Chemical Bank in effect from time to time. The Participation-based Fee
is to be paid when and to the extent such
-9-
<PAGE>
principal payments are collected. Pursuant to the Transaction Engagement, Fintek
earned a Base Fee equal to $558,000.
At June 30, 1996, the Predecessor had payables due Fintek in the
aggregate amount of approximately $1,516,000, which represented $558,000 Base
Fee and $696,000 in hourly fees and expense reimbursements under the Transaction
Engagement and $262,000 in hourly fees under the Services Arrangement. During
fiscal years 1999 1998, the Company made payments in the amount of approximately
$132,000 and $706,000, respectively, to reduce the foregoing payables. At June
30, 1999, the Company had outstanding payables of $112,000 with respect to the
foregoing.
The Company believes that the terms reached with respect to each of
the foregoing related party service agreements and arrangements represent terms
that are at least as favorable to the Company and the Predecessor as could be
obtained from unaffiliated parties providing comparable services.
- -------------------------------------------------------------------------------
Report on Executive Compensation(1)
The audit committee of the Board of Directors administers and
reviews all of the compensation policies of the Company. Since the Company
no longer requires a large staff of officers or employees to manage the
business and affairs of the Company, the Company no longer administers an
executive compensation program.
Robin Chandler Duke
Edward V. Regan
David A. Shapiro
-----------------
(1) The material in this report is not "solicitation material," is not deemed
filed with the Commission, and is not incorporated by reference in any
filing of the Company under the Securities Act or the Exchange Act,
whether made before or after the date hereof and irrespective of any
general incorporation language in any filing.
- --------------------------------------------------------------------------------
Performance Graph
The Company has omitted from this proxy and information statement
since trading prices and quotations for the Company's Common Stock are not
currently available.
-10-
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following tables set forth certain information with respect to
beneficial ownership of Common Stock and Preferred Stock by (i) each person
known by the Company to own beneficially or of record more than 5% of Common
Stock or Preferred Stock, (ii) each director, nominee for director and executive
officer of the Company, and (iii) all directors and executive officers as a
group. The Company's Common Stock is not registered under Section 12 of The
Securities Exchange Act of 1934, as amended, and therefore stockholders holding
5% or more of the Company's Common Stock are not required to file identifying
and beneficial ownership information with the SEC. Other than with respect to
the stockholders listed in the table below, the Company does not have access to
information deemed reliable as to the beneficial ownership of its Common Stock.
Unless otherwise indicated, each stockholder listed in the table has sole voting
and investment powers as of September 21, 1998 with respect to the shares owned
beneficially or of record by such person.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Common Stock
- ------------------- -------------------- -----------------------
<S> <C> <C>
Mr. Alvin Dworman 2,768,400 39.0%
645 Fifth Avenue
New York, New York 10022
East River Partnership B(1) 415,800 5.9%
Madison Plaza
200 West Madison Street
Suite 3800
Chicago, Illinois 60606
Odyssey Partners, L.P.(2) 415,800 5.9%
31 West 52nd Street
New York, New York 10019
Robin Chandler Duke -- --
Mr. William D. Hassett 2,150 *
James J. Houlihan -- --
David J. Liptak -- --
Jerome R. McDougal 4,000 *
-- --
Edward V. Regan
David A. Shapiro -- --
Nelson L. Stephenson -- --
Jeffrey E. Susskind -- --
All directors and executive officers as a group
(10 persons) 2,778,550 39.1%
</TABLE>
- ----------------
* Less than .1%.
(1) East River Partnership B is an Illinois general partnership, the general
partners of which are: (1) JAP Grandchildren Trust # 1, the co-trustees of
which are Marshall E. Eisenberg and Jay A. Pritzker; (2) Don
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<PAGE>
Trust #25, the co-trustees of which are Marshall E. Eisenberg and Thomas
J. Pritzker; and (3) R.A. Trust #25, the co-trustees of which are Marshall
E. Eisenberg and Thomas J. Pritzker.
(2) Odyssey Partners, L.P. is a Delaware limited partnership having six
general partners: Stephen Berger, Leon Levy, Jack Nash, Joshua Nash, Brian
Wruble and Nash Family Partnership, L.P. The general partners of Odyssey
Partners, excluding Nash Family Partnership, L.P., share voting and
dispositive power over all owned shares.
-12-
<PAGE>
PROPOSAL 2 -- RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending June 30, 2000, and has
further directed that the selection of such auditors be submitted for
ratification by the holders of Common Stock at the Annual Meeting. The Company
has been advised by Ernst & Young LLP that neither that firm nor any of its
associates has any relationship with the Company or its subsidiaries other than
the usual relationship that exists between independent certified public
accountants and clients. Ernst & Young LLP will have a representative at the
Annual Meeting who will have an opportunity to make a statement, if he or she so
desires, and who will be available to respond to appropriate questions.
Stockholder ratification of the appointment of Ernst & Young LLP as
the Company's independent auditors is not required by the Company's restated
organization certificate, amended and restated by-laws or otherwise. However,
the Board of Directors is submitting the appointment of Ernst & Young LLP to the
stockholders for ratification as a matter of what it considers to be good
corporate practice. If the stockholders fail to ratify the appointment, the
Board of Directors will reconsider whether or not to retain that firm. Even if
the appointment is ratified, the Board of Directors in its discretion may direct
the appointment of a different independent accounting firm at any time during
the year if the Board of Directors determines that such a change would be in the
best interests of the Company and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR
FISCAL YEAR 2000.
-13-
<PAGE>
PROPOSAL 3 -- ELECTION OF THE PREFERRED STOCK NOMINEES
THE BOARD OF DIRECTORS DOES NOT TAKE ANY POSITION WITH RESPECT TO THE
ELECTION OF ANY OF THE PREFERRED NOMINEES AND IS NOT SOLICITING ANY PROXIES IN
CONNECTION WITH THE ANNUAL MEETING AND DOES NOT MAKE ANY RECOMMENDATION "FOR" OR
"AGAINST" THE ELECTION OF ANY SUCH NOMINEE.
Introduction
The Company's Preferred Stock is designated and issued pursuant to a
certificate of designation (the "Certificate of Designation") that provides that
the holders of Preferred Stock will have the right to elect two directors if the
Company or its predecessor shall have failed to make the payment of full
dividends on the Preferred Stock or the substantially identical preferred stock
of the predecessor (or to make a declaration of such full dividends and set
apart of a sum sufficient for the payment thereof) with respect to six (6)
dividend periods, whether consecutive or not (a "Voting Event"). The Company and
its predecessor have not paid a quarterly dividend on its preferred stock since
March 30, 1996 and thus a Voting Event has occurred.
Now that a Voting Event has occurred, the holders of Preferred Stock
have the exclusive right to elect two directors at the Annual Meeting to fill
two newly-created directorships that were created without further action upon
the occurrence of the Voting Event pursuant to the terms of the Certificate of
Designation. Directors so elected serve until the next annual meeting of
stockholders of the Company when such directors terms expire. The right of
holders of Preferred Stock to elect directors continues until dividends on the
Preferred Stock have been paid for four consecutive dividend periods at which
time such voting rights will, without further action, terminate subject to
revesting in the event of a subsequent Voting Event. Upon such termination, the
number of directors constituting the directors of the Company will, without
further action, be reduced by two.
Right To Nominate Preferred Stock Nominees
At the Annual Meeting, the holders of Preferred Stock may nominate
two individuals as Preferred Stock Nominees. The Certificate of Designation is
silent on the vote necessary to elect the two directors to be filled by the
holders of Preferred Stock as a result of the Voting Event. As discussed
elsewhere herein, the Company has determined to apply to the election of the two
directors by the holders of Preferred Stock the general vote and quorum
requirements contained in its bylaws for the election of directors by the
holders of Common Stock. Therefore, the election to the Board of Directors of
the Preferred Stock Nominees will require the affirmative vote of the holders of
a plurality of the shares of Preferred Stock present in person or represented by
proxy at the Annual Meeting and entitled to vote assuming a quorum is present.
In tabulating the vote, abstentions will be disregarded. The Company assumes no
responsibility for any information disseminated about the Preferred Stock
Nominees and makes no representation as to the qualifications or fitness of the
Preferred Stock Nominees to serve as directors.
Contact with Preferred Stockholders
Since May 1998, representatives of the Company have had various
contacts with representatives of certain Preferred Stockholders. Such contacts
have taken the form of written communications, in person meetings and telephone
conference calls. Representatives of the Company and such Preferred Stockholders
have discussed certain proposals under which the Company would offer to exchange
a new security for the Preferred Stock. Such discussion ended when eleven
holders of the Preferred Stock who claimed to beneficially own, in the
aggregate, 849,000 shares (approximately 60.6% of the outstanding shares) of
Company Preferred Stock commenced a lawsuit entitled Strome Global Income Fund
et al. v. River Bank America et. al. ( the "Complaint" ) in Supreme Court of the
State of New York, County of New York, Index No. 605226198 (the "Action" ),
against the Company, certain of its predecessors and certain of its directors
(collectively, the "Defendants"). The complaint in the Action alleged (the
"Allegations"), among other things, that (i) the Defendants breached the
certificate of designations relating to the Predecessor Preferred Stock by
fraudulently transferring assets of River Bank and by illegally amending the
certificate of
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<PAGE>
designations, (ii) the Defendants fraudulently conveyed the assets of River
Bank, thereby depriving the holders of a liquidating distribution, (iii) the
Defendants violated the NYBL by liquidating River Bank without making the
liquidating distribution required by the NYBL and by denying holders appraisal
rights to which they were entitled by the NYBL, (iv) the Defendants breached
their fiduciary duty to holders by depriving them of their liquidating
distribution, (v) the defendants breached their duty of disclosure by omitting
from the Proxy Statement dated March 27, 1998 material facts relating to the
holders' rights to receive a liquidating distribution, their appraisal rights
for their shares and the requirement that holders vote as a class with respect
to the amendment of the certificate of designations, (vi) the Defendants'
implementation of the liquidation of River Bank and the amendment of the
certificate of designations were ultra vires and should be declared void and
(vii) the intentionally tortious nature of the Defendants' conduct bars them
from seeking indemnification for their actions and, therefore, the Defendants
should be enjoined from seeking indemnification for damages or attorney's fees
relating to the action. The Company believes that the Allegations are without
merit and intends to vigorously oppose the Action. Consequently, the Company and
the other defendants responded to the Action by filing a motion to dismiss on
December 21, 1998. The motion was argued before the court on March 23, 1999 and
the court reserved decision. The motion remains pending before the court.
-15-
<PAGE>
STOCKHOLDERS PROPOSALS
Any proposal which a stockholder wishes to have presented at the
Company's next annual meeting of stockholders, if any, must be received at the
Company's office located at 645 Fifth Avenue, New York, New York 10022, no later
than June 30, 2000.
ANNUAL REPORT
The Company is distributing herewith a copy of the Company's 1999
Annual Report to Stockholders (which includes the Company's Annual Report on
Form 10-K for the year ended June 30, 1999).
ADDITIONAL INFORMATION
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED JUNE 30, 1999 REQUIRED TO BE FILED WITH THE COMMISSION UNDER
THE EXCHANGE ACT. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO THE CORPORATE
SECRETARY, RB ASSET, INC., 645 FIFTH AVENUE, NEW YORK, NEW YORK 10022.
OTHER MATTERS
The Company is not aware of any business to come before the Annual
Meeting other than those matters described above in this proxy and information
statement. However, if any other matters should properly come before the Annual
Meeting, it is intended that proxies solicited hereby will be voted with respect
to those other matters in accordance with the judgment of the persons voting the
proxies.
New York, New York By the Order of the Board of Directors
Robin Chandler Duke
Secretary
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<PAGE>
Common Stock Proxy
RB ASSET, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF RB ASSET, INC. FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, OCTOBER 20, 1999.
The undersigned, as a holder of Common Stock, $1.00 par value (the
"Common Stock"), of RB Asset, Inc. (the "Company"), hereby appoints Linda
Mitchell and Leora Joy, and each of them, with full power of substitution, to
vote all shares of Common Stock for which the undersigned is entitled to vote
through the execution of a proxy with respect to the Annual Meeting of
Stockholders of the Company to be held at the offices of the Company located at
645 Fifth Avenue, 8th Floor, New York, New York, on Wednesday, October 20, 1999
at 9:00 a.m., local time, or any adjournment or adjournments thereof, and
authorizes and instructs said proxies to vote in the manner directed below.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS VOTES "FOR" EACH OF THE
FOLLOWING
1. Election of Directors.
FOR WITHHELD Nominees: Robin Chandler Duke David A. Shapiro
/ / / /
For, except vote withheld for the following nominee(s):
-------------------------------------------------------
2. On the proposal to ratify the appointment of Ernst & Young LLP as the
independent auditors of the Company for fiscal year 2000.
(check one box) For / / Against / / Abstain / /
3. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting, or any adjournment
thereof, or upon matters incident to the conduct of the meeting.
You may revoke this proxy at any time by forwarding to the Company a
subsequently dated proxy received by the Company prior to the Annual Meeting.
(Continued and to be signed on the reverse side)
878082.1
<PAGE>
Returned proxy cards will be voted (1) as specified on the matters listed above;
(2) in accordance with the Board of Directors' recommendations where no
specification is made; and (3) in accordance with the judgment of the proxies on
any other matters that may properly come before the meeting. Please mark your
choice like this: x
The shares represented by this Proxy will be voted in the manner directed and,
if no instructions to the contrary are indicated, will be voted FOR the election
of the named nominees and approval of the proposals set forth in the Notice of
the Annual Meeting of Stockholders.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the Proxy and Information Statement furnished therewith.
Print and sign your name below exactly as it appears hereon and date this card.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title, as such. Joint owners should each sign. If a corporation,
please sign as full corporate name by president or authorized officer. If a
partnership, please sign in partnership name by authorized person.
Date: , 1999
------------------
----------------------------------
Signature (title, if any)
----------------------------------
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE TODAY. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TAKING OF A
VOTE ON THE MATTERS HEREIN.
878082.1
<PAGE>
