UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
LOANRATES ONLINE.COM, INC.
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(Name of Small Business Issuer in its charter)
Indiana 35-2082961
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11350 Random Hills Road, Suite 800, Fairfax, VA 22030
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (703) 934-6111
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<PAGE>
INTRODUCTION
LoanRates Online, Inc. ("LoanRates") was incorporated in the state of
Virginia in March 1997. LoanRates is a business to business Internet service
company that was formed to replace paper product data with an economical end
to end online database system for wholesale mortgage lenders and mortgage
brokers/correspondents. LoanRates has developed a system which enables
wholesale mortgage lenders to electronically transmit loan product data via
the Internet and allow registered mortgage brokers/correspondents to find
loan products quickly, lock in rates, and securely register loans
electronically. The system, which is currently operating on the Internet at
wwww.loanratesonline.com, will improve operations for lenders, brokers and
correspondents by reducing cost, time and effort, and increase productivity.
LoanRates automates the process of updating product information from lender
spreadsheets into its proprietary software, then electronically transmits
that data via the Internet. The electronic speed and computer software
accuracy of the system is far more advanced and cost effective than the
current method. With no manual data entry required after the initial set-up,
the system makes available current rates, points, caps, margins, adjustments,
terms and conditions to brokers/correspondents, who may access the data and
electronically register the loan product with the selected lender.
On December 13, 1999, LoanRates entered into a Plan and Agreement of
Reorganization (the "Agreement") with MAS Acquisition XIII Corp. (the
"Company"). This Statement is being mailed on or about January 17, 2000 to
holders of record on December 13, 1999 of the shares of Common Stock, par
value $.001 per share (the "Common Stock") of the Company. It is being
furnished in connection with the acquisition and change of the Company's
directors effected on or around December 13, 1999.
As result of the Agreement between the Company and LoanRates, the Company
has acquired LoanRates and the Company has changed its name to
LoanRates Online.com, Inc.
<PAGE>
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of the Agreement, the company acquired from all of
the shareholders of LoanRates all of the issued and outstanding shares of
LoanRates in return for 8,627,000 shares of the authorized but unissued
shares of the Company.
As a result of the Agreement, the Company has accepted the resignation of
Aaron Tsai, the Company's sole Director and Officer, as of December 13, 1999,
and appointed Frederick T. Dykes Chief Executive Officer and Chairman of the
Board of Directors and Richard J. Heiston as President, Chief Operations
Officer and Director.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of
December 13, 1999. Regarding the beneficial ownership of the Company's
Common Stock the table lists: (i) each stockholder known by the Company
to be the beneficial owner of more than five percent (5%) of the
Company's Common Stock, (ii) each Director and Executive Officer and (iii)
all Directors and Executive Officer(s), of the Company as a group. Each of
the persons named in the table has sole voting and investment power with
respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
- --------------------------- -------------------- ----------------
<S> <C> <C>
Frederick T. Dykes (1) 4,246,944 36.4%
Chairman of the Board and CEO
Richard J. Heiston (1) 4,264,000 36.5%
President, Chief Operations Officer
and Director
All Officers and Directors 8,510,944 72.9%
(2 persons)
___________________________
</TABLE>
(1) The address for each officer/director is c/o LoanRates Online.com, Inc.,
11350 Random Hills Road, Suite 800, Fairfax, Virginia 22030
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following persons are the Directors and Executive Officers of the
Company after the merger:
<TABLE>
<CAPTION>
Name Age Position(s)
- -------------------- --- -----------------------------------------
<S> <C> <C>
Frederick T. Dykes 60 Chairman of the Board and CEO
Richard J. Heiston 38 President, Chief Operations Officer
and Director
</TABLE>
Frederick T. Dykes, Chief Executive Officer, Chairman of the Board.
Mr. Dykes, 60, co-founded the Company in March 1997 and serves as the
Company's Chief Executive Officer, Chairman of the Board, and Acting
Director of Engineering. Following graduation in 1962 from the US Air Force
Academy with a Bachelor of Science Degree in Engineering, Mr. Dykes served
six years as a US Air Force pilot of jet aircraft and helicopters. In 1968,
Mr. Dykes entered the aerospace and defense industry where he served for
over 30 years in increasingly responsible positions in management and
business development for aerospace and defense firms such as Litton, Sperry,
ManTech, and Vitro corporations. During this part of his professional
career, Mr. Dykes either led or was a major contributor to business pursuits
resulting in more than $450 million in contracts. From February 1994 to
January 1996, Mr. Dykes served as one of three Commissioners of the Virginia
Alcoholic Beverage Control (ABC) Agency, Richmond, Virginia, having been
appointed to that position by then-Virginia Governor George Allen. There Mr.
Dykes had profit and loss responsibility for 248 retail outlets with over
$300 million in sales and over 1,000 employees. During his tenure, ABC
reduced cost, increased profits, installed point-of-sale computers in all
outlets, installed electronic mail at over 100 stations, and initiated a
project to connect to suppliers electronically. In February 1996, Mr. Dykes
returned to the private sector as a consultant. Also, in 1996, Mr. Dykes
developed and marketed proprietary Business Forecast software. From March
1997 to April 1998, Mr. Dykes was Executive Director of Business Development
at Mantech Corporation, Fairfax, Virginia. From April 1998 through April
1999, Mr. Dykes consulted to Mantech in business development. Since March
1997 when he co-founded LoanRates, Mr. Dykes has been instrumental in the
organization, development, and promotion of the Company. BS, US Air Force
Academy, 1962.
Richard J. Heiston, President, Chief Operating Officer, Director.
Mr. Heiston, 38, co-founded the Company in March 1997 and serves as its
President, Chief Operating Officer, and Director. In 1983, Mr. Heiston
graduated as a Journeyman Electrician from the International Brotherhood of
Electrical Workers in Washington, DC. From 1983 to 1996, Mr. Heiston was
first an Electrician then a Manager at E.C. Ernst Inc., one of the top
electrical contractors in the country. From August 1996 to March 1997, Mr.
Heiston was a Mortgage Broker for Citizens Mortgage Corporation, first in
Baltimore, Maryland, then in the Fairfax, Virginia. In March 1997, Mr.
Heiston co-founded LoanRates Online. Since that time, Mr. Heiston has been
instrumental in the organization, development, and promotion of the Company.
Graduate, McDonough High School, Waldorf, Maryland; Certified Electrician,
IBEW, 1983.
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company may award stock options and cash bonus to key employees,
directors, officers and consultants under a stock option plan not yet adopted
as bonus based on service and performance. The annual salaries of executive
officers are listed as follows:
<TABLE>
<CAPTION>
Name and Principal Position Annual Salary
- ------------------------------------ -------------
<S> <C>
Frederick T. Dykes $120,000 per year
Company car ($500 per month lease)
Richard J. Heiston $120,000 per year
Company car ($500 per month lease)
</TABLE>
<PAGE>
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.
Date: January 18, 2000
LoanRates Online.com, Inc.
By: /s/ Frederick T. Dykes
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Frederick T. Dykes, CEO
and Chairman of the Board of
Directors
By: /s/ Richard J. Heiston
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Richard J. Heiston, President,
Chief Operations Officer and
Director
