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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14c
(Rule 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENTS
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
-----------------------------
Check the appropriate box:
[ ] Preliminary Information Statement [ ] Confidential, for use of the
Commission only (as per-
[X] Definitive Information Statement mitted by Rule 14c-5(d)(2)
REALAMERICA CO.
(Exact name of registrant as specified in its charter)
DELAWARE 0-6978 61-8623857
-------- ------ ----------
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification No.)
5210 McKinney Avenue, Suite 300, Dallas TX 75205
------------------------------------------------
(Address of principal executive offices including zip code)
(214) 526-0940
--------------
(Registrant's telephone number including area code)
Payment of Filing Fee:
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by the Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule, or Registration No.:
(3) Filing Party:
(4) Date Filed:
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RealAmerica Co.
5210 McKinney Avenue, Suite 300
Dallas, TX 75205
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
This Information Statement has been filed with the U. S. Securities and
Exchange Commission (the "SEC") and transmitted on or about August 6, 1999 to
the holders of record on July 15, 1999 (the "Record Date") of shares of Class B
Common Stock, par value $.001 per share (the "Common Stock") of RealAmerica Co.,
a Delaware corporation (herein alternately referred to as "RealAmerica" or the
"Company"). This Information Statement is being furnished pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
in connection with the following actions, (hereinafter referred to as the "Share
Amendments"):
Action No. 1: Increase in authorized share capital from 10,500,000
voting shares of the Common Stock to 50,000,000 voting shares of Common Stock,
with such action made effective as of August 26, 1999 pursuant to Rule 14(c)2(b)
of the Exchange Act being at least twenty (20) days from the date of this
Information Statement and at least 20 days before action is taken.
Action No. 2: Acknowledgment by the Board of Directors of the intended
conversion of 96,000 shares of Class A Preferred Stock (the "Preferred Stock")
in the Company by all of the holders thereof into shares of the Common Stock at
the rate of 402 shares of Common Stock for each share of Preferred Stock, with
such action made effective as of August 26, 1999 (the "Conversion"). A copy of
the Election to Convert Preferred Stock whereby the Conversion will be effected
is attached hereto as Exhibit "A" and incorporated herein by reference.
Action No. 3: A reverse split of the Company's Common Stock at a ratio
of one (1) new Class B Common Share (par value $.001/share) for each eight (8)
previous Class B Common Shares (par value $.001/share) held by all stockholders
as of the Record Date. As a result each previous share is reclassified into
one-eighth (1/8) of a share and each stockholder, if any, who previously held
less than eight (8) shares would now hold a fractional share. Although the
issuance of fractional shares is provided for by Delaware statute, the Company
will issue to each stockholder of the Company otherwise entitled to receive a
fractional share of Common Stock, a whole share of Common Stock in lieu of such
fractional share.
VOTING SECURITIES.
This Information Statement is being mailed on or about August 6, 1999
to all shareholders of record as of the Record Date. The Company's Board of
Directors on
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August 5, 1999 approved the Share Amendments, subject to stockholder approval.
The Share Amendments will be incorporated as an amendment to the corporate
charter of the Company in the State of Delaware on or about August 26, 1999.
As of the close of business on July 15, 1999 the Company had 48,487,142
shares of Class B Common Stock issued and outstanding after giving effect to the
Conversion, each share being entitled to one (1) vote with respect to the Share
Amendments.
The Board of Directors expects stockholders who hold a majority of the
issued and outstanding shares of Class B Common Stock to execute a written
consent in favor of the Share Amendments which shall become effective as of
August 26, 1999 in accordance with Rule 14(c)-2(b) of the Exchange Act. A copy
of the aforementioned Written Consent of Shareholders is attached hereto as
Exhibit "B" and incorporated herein by reference.
Stockholders of the Company as of the Record Date are entitled to
notice of the corporate action taken by written consent of holders of the issued
and outstanding Common Stock, which notice is hereby given to those stockholders
and the SEC. Such action will be effective twenty (20) calendar days following
the mailing of this Information Statement pursuant to Rule 14(c)-2(b) of the
Exchange Act.
PURPOSE OF THE SHARE AMENDMENTS.
It is the intent of the Company to reduce the number of outstanding
shares of Common Stock in keeping with reasonable market perception and
understanding of the business of the Company. The Board of Directors believes
that the reverse split of the Common Stock will serve the Company well in the
future in terms of market recognition; and the anticipated higher share price
for fewer issued shares may better reflect a reasonable valuation of the
business activities of the Company, of its revenues, and of its relative size
among its competitors.
A review of the shareholder list by the Board of Directors as of the
Record Date reveals that no stockholder should be left with a fractional holding
or be otherwise eliminated or impaired in terms of voting rights.
The Share Amendments also serve to clarify the share capital structure
to the market and the understanding of the capitalization of the Company by the
public via the Conversion of the Preferred Stock. By consolidating all ownership
of the Company in one class of voting stock, with each share and each
stockholder on a fair and equitable basis, investors will be better informed of
issues such as dilution, relative public float, and control of the Company.
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SIGNATURES.
Pursuant to the requirements of the Exchange Act the Company has duly
caused this Information Statement to be signed on its behalf by the undersigned
hereunto duly authorized.
RealAmerica Co.
BY: /s/ George E. Burch III
-----------------------
George E. Burch III
President
Date: August 6, 1999
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EXHIBIT "A"
ELECTION TO CONVERT PREFERRED STOCK
This Election to Convert Preferred Stock is made effective August 26,
1999 by all of the holders of Class A Convertible Preferred Stock in RealAmerica
Co. (the "Company") pursuant to a certain Certificate of Designation, Voting
Powers and Rights dated February 24, 1997.
The said Certificate of Designation, Voting Powers and Rights was
created by the Company pursuant to authority conferred upon the Board of
Directors by the Company's Certificate of Incorporation, as amended and pursuant
to the provisions of Section 151 of the General Corporation Law of the state of
Delaware, as amended. Said Board of Directors, pursuant to a Unanimous Consent
to Action Without a Meeting, dated February 20, 1997, unanimously adopted the
enabling resolutions providing for the creation and issuance of a new series of
shares of the Company's authorized preferred stock designated as "Series A
Convertible Preferred Stock".
According to paragraph 7 of said Certificate of Designation, Voting
Powers and Rights all of the holders of the Series A Convertible Preferred Stock
desire to effect a voluntary conversion of each and every share of Series A
Convertible Preferred Stock into a number of fully paid and non-assessable
shares of the Company's Class B Common Stock computed by multiplying the number
of shares of Series A Convertible Preferred Stock to be converted by 402 to
determine the number of shares of Class B Common Stock to be issued. For this
purpose and by the execution hereof all holders of Series A Convertible
Preferred Stock herewith surrender all shares of Series A Convertible Preferred
Stock to the Company at the offices of the Company at 5210 McKinney Avenue,
Suite 300, Dallas, Texas 75205.
The number of shares of Series A Convertible Preferred Stock
surrendered and converted hereunder and the number of shares of Class B Common
Stock to be issued therefor appear adjacent to the signature of each
shareholder.
IN WITNESS WHEREOF, this Election to Convert Preferred Stock is
executed this 26th day of August, 1999; provided, however that the
aforementioned effective date of August 26, 1999 is twenty days from the date of
execution hereof and twenty days before any action is taken hereunder pursuant
to Rule 14(c)-2(b) of the Securities Exchange Act of 1934, as amended.
<TABLE>
<CAPTION>
No. of shares No. of shares
of Preferred Stock: of Common Stock:
------------------- ----------------
<S> <C> <C>
William H. Bruyere 5,554 2,276,928
By:
- ---------------------------------------------
George E. Burch III 43,872 17,636,544
By:
- ---------------------------
Framlington Russian Investment Fund 33,312 13,391,424
By:
- -------------------------------------
Corsan, Ltd. 864 347,328
By:
- --------------------------------------
Bryan Burch 1,632 656,064
By:
- ---------------------------------------------
Frontier Freight Forwarders, Inc. 7,776 3,125,952
By:
- --------------------------------------
Charles P. Miller, Esq 576 231,552
By:
- ------------------------------
Primo's N.V 2,304 129,375
By:
- ------------------------------------
-------------------------------------------
Totals: 96,000 38,592,000
</TABLE>
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EXHIBIT "B"
WRITTEN CONSENT OF
THE STOCKHOLDERS OF
REALAMERICA CO.
The undersigned, being the requisite number of stockholders, necessary
to act under Section 216 of the Delaware General Corporation Law, of RealAmerica
Co., a Delaware Corporation (the "Company"), pursuant to Section 228 of the
Delaware General Corporation Law, hereby execute this Written Consent and
approve and ratify the resolutions set forth herein with the same force and
effect as if such resolutions were approved and ratified at a special meeting of
the stockholders of the Company duly called and held for the purpose of acting
upon proposals to adopt such resolutions:
RESOLUTION NO.1:
RESOLVED, that the authorized share capital of the Company be and is
hereby increased to 50,000,000 shares of Class B Common Stock with such action
made effective as of August 26, 1999 being more than 20 days from the date
hereof and more than 20 days before this action is taken pursuant to Rule
14(c)-2(b) of the Securities Exchange Act of 1934, as amended.
RESOLUTION NO. 2:
RESOLVED, that each eight (8) shares of Class B Common Stock, par value
$.001 per share, issued and outstanding at the close of business on the 15th day
of July, 1999 is hereby automatically and without further action reclassified,
converted and combined into one (1) of a fully paid and nonassessable share of
Class B Common Stock par value $.001 per share; provided that no fractional
shares of Class B Common Stock shall be issued as a result of the
reclassification, conversion and change. The Company shall issue to each
stockholder of the Company otherwise entitled to receive a fractional share of
Class B Common Stock, a whole share of Class B Common Stock in lieu of such
fractional share.
FURTHER RESOLVED, that any officer of the Company is hereby authorized
and directed, to execute and deliver all further agreements, instruments and
documents, and to take all other action, which he may deem convenient or proper
in connection therewith.
IN WITNESS WHEREOF, the undersigned hereby executed this consent this
26th day of August, 1999.
<TABLE>
<S> <C>
George E. Burch III Frontier Freight Forwarders, Inc.
By: By:
----------------------- -----------------------
Framlington Russian Investment Fund Charles P. Miller, Esq.
By: By:
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Primo's N.V. William H. Bruyere
By: By:
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Corsan, Ltd. Bryan Burch
By: By:
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</TABLE>
