UNITED STATES
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: November 25, 1997
(Date of Earliest Event Reported): __________
NOTE BANKERS OF AMERICA, INC.
(Exact name of Registrant as specified in its charter)
Texas 0 - 12240 84-0882076
(state or other (Commission File (I.R.S. Employer
jurisdiction of Number) identification No.)
incorporation)
C/O M. Stephen Roberts, Esq.
One Riverway, Suite 1700
Houston, Texas 77056
(Address of Principal Executive Offices)(Zip Code)
(713) 961-2696
(Registrant's telephone number, including area code)
770 South Post Oak Lane, Suite 690
Houston, TX 77056
(Former name or former address, if changed since last report.)
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ITEM 1. Changes in Control of Registrant.
On November 6, 1997, Note Bankers of America, Inc. (the "Registrant"), Allen
E. Myers ("Myers") and E. Donald DeYoung ("DeYoung") the principal
shareholders of Registrant (the "Principal Shareholders") consummated an
agreement ("Debt Release Agreement") with M. Stephen Roberts, Esq. ("Roberts")
pursuant to which control of the Registrant shifted to Roberts. Pursuant to
the Debt Release Agreement, Myers and DeYoung transferred 9,265,500 and
9,374,500 shares respectively of Registrant's "unregistered" and "restricted"
common stock to Roberts in exchange for Roberts' release of Registrant from a
$35,000 obligation for legal services. The total of 18,640,000 shares of
Registrant transferred to Roberts by the Principal Shareholders represented
approximately 80% of the outstanding stock of the Registrant following the
transfer.
Immediately upon consummation of the Transfer, M. Stephen Roberts was elected
to the board of directors of the Registrant.
ITEM 2. Acquisition or Disposition of Assets.
Disposition of Assets:
On November 6, 1997, the Registrant sold (i) 100% of the common stock of
Private Mortgage Bankers, Inc. ("PMB"), a wholly owned subsidiary of
Registrant, to Allen E. Myers for nominal consideration and (ii) 100% of the
common stock of Life Today, Inc. ("Life Today"), a wholly owned subsidiary of
Registrant, to Richard E. Perry for nominal consideration, all pursuant to an
Agreement dated November 6, 1997 between (i) the Registrant,(ii) PMB, and
(iii) Life Today, (iv) Allen E. Myers, (v) Richard E. Perry and (vi) E. Donald
DeYoung (the "Disposition"). This disposition represented the sale of
substantially all of the remaining assets of Registrant. Myers was a former
owner of PMB, an officer and director of Registrant and a director of PMB and
Life Today. Perry was a former owner of Life Today and an officer of Life
Today. As further consideration for the transfers, Myers and PMB and Perry
and Life Today agreed to indemnify and hold harmless Registrant from certain
debts and obligations arising from the respective business operations of PMB
and Life Today.
The Disposition was approved by written consent of a majority of shareholders
of Registrant signed by the Principal Shareholders and executed and delivered
as provided for in the Articles of Incorporation.
Acquisition of Assets:
Upon consummation of the Disposition, Registrant consummated the acquisition
of 100% of the common stock of RRD Enterprises, Inc. pursuant to a Share
Exchange Agreement dated November 6, 1997 ("Share Exchange") between (i)
Registrant, (ii) RRD, (iii) Denny C. Pearce, the record owner of 10,000 shares
of common stock of RRD, (iv) Richard C. Pearce, the record owner of 1,429
shares of common stock of RRD, and Roger K. Pearce, the record owner of 1,429
shares of common stock of RRD, which 12,858 shares of RRD constituted 100% of
the issued and outstanding capital stock of RRD (the "RRD Shareholders"). NBA
exchanged, in a stock for stock exchange, a total of 1,000,000 shares of its
$.001 par value per share common stock for 100% of the issued and outstanding
shares of capital stock of RRD, making RRD a wholly owned subsidiary of NBA.
No cash or other consideration was tendered in connection with the Share
Exchange. Upon completion of the Share Exchange NBA had a total of 24,555,000
of its $.001 par value per share common stock issued and outstanding, of which
a total of 1,000,000 shares or 4.07% are held by the RRD Shareholders and
23,555,000 were held by non-RRD shareholders.
RRD is a Nevada corporation in the business of managing its investments in
notes and oil and gas interests.
The shares of Common Stock received by the stockholders of RRD are not
registered under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance upon Section 4(2) of the Securities Act.
The transaction was accomplished through arms-length negotiations between
NBA's new management and RRD's management. There was no material relationship
between the stockholders of RRD or any of RRD's affiliates, any of
Registrant's directors or officers, or any associate of any such Registrant
director or officer, prior to this transaction.
ITEM 5. Other Events.
In connection with the Exchange and the change in control of Registrant, the
Registrant relocated its principal executive offices to the offices of M.
Stephen Roberts, Esq., located at One Riverway, Suite 1700, Houston, Texas
77056. Additionally, Allen E. Myers, Chairman and CEO of the Registrant prior
to the Exchange, E. Donald DeYoung, president of the Registrant prior to the
Exchange and William T. Herndon, Secretary/Treasurer of the Registrant prior
to the Exchange, all resigned and the Registrant appointed the following
officers:
M. Stephen Roberts President
M. Stephen Roberts Secretary/Treasurer
By written consent of a majority of shareholders dated November 6, 1997, the
shareholders approved the Disposition. By written consent of a majority of
shareholders dated November 6, 1997, M. Stephen Roberts was elected to the
board of directors of Registrant. By unanimous written consent of directors
immediately thereafter, the newly elected board elected new officers.
ITEM 6. Resignations of Registrant's Directors.
In connection with the Disposition and the change in control of Registrant,
Allen E. Myers, E. Donald DeYoung and Louis J. Blenderman, being all of
Registrant's directors, declined to stand for re-election and resigned
effective November 6, 1997. The letters of resignation did not request the
disclosure of any disagreement with Registrant regarding the resignation or
refusal to stand for re-election.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
It is impractical to provide the required financial statements for RRD
Enterprises, Inc. at the time this report is being filed. The required
financial statements of RRD will be filed as an amendment to this report on
Form 8-K/A as soon as practicable but not later than 60 days after the date
this report must be filed .
(b) Pro Forma Financial Information
It is impractical to provide the required pro forma financial information for
RRD Enterprises, Inc. at the time this report is being filed. The required
pro forma financial information of RRD will be filed as an amendment to this
report on Form 8-K/A as soon as practicable but not later than 60 days after
the date this report must be filed.
(c) Exhibits
2.1 Agreement dated November 6, 1997 between (i) the
Registrant,(ii) PMB, and (iii) Life Today, (iv) Allen E. Myers, (v) Richard E.
Perry and (vi) E. Donald DeYoung (the "Disposition"). (1)
2.2 Debt Release Agreement dated November 6, 1997 between
Note Bankers of America, Inc., E. Donald DeYoung , Allen E. Myers, and M.
Stephen Roberts, Esq. (1)
(1) To be filed by amendment.
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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.
NOTE BANKERS OF AMERICA, INC.
Dated: November 25, 1997 BY: /S/ M. Stephen Roberts
---------------------------------
M. STEPHEN ROBERTS, President
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NOTE BANKERS OF AMERICA, INC.
EXHIBIT INDEX
Exhibit No. Description Page
<C> <S> <C>
2.1 Agreement dated November 6, 1997 between (i)
the Registrant,(ii) PMB, and (iii) Life Today,
(iv) Allen E. Myers, (v) Richard E. Perry and
(vi) E. Donald DeYoung (the "Disposition"). (1)
2.2 Debt Release Agreement dated November 6, 1997
between Note Bankers of America, Inc., E.
Donald DeYoung , Allen E. Myers, and M.
Stephen Roberts, Esq. (1)
<FN>
(1) To be filed by amendment.
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