UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 30, 1998
-------------------------------------
BEST OF AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
CO 84-1082394
(State or other jurisdiction (Commission File Number) (I. R. S. Employer
of incorporation) Identification No.)
6748 Renoir Avenue, Suite 1, Baton Rouge, LA 70806
(Address of principal executive offices) (Zip code)
(225) 926-0596
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On December 30, 1998, the company assumed $395,000.00 of debt and
exchanged sixteen million (16,000,0000) shares of Class A common stock
of the company for all the issued and outstanding shares of: (1) Baton
Rouge Outpatient Rehab, Inc.; (2) Feleciana Outpatient Services, Inc.;
(3) S. W. Mississippi Outpatient Rehab of Woodville, Inc.; (4) S. W.
Mississippi Outpatient Rehab of Glouster, Inc.; (5) S. W. Mississippi
Outpatient Rehab of Natchez, Inc.; (6) S. W. Mississippi Outpatient
Rehab of Port Gibson, Inc.; (7) N. E. Outpatient Rehab Services of
Delhi, Inc.; (8) N. E. Louisiana Outpatient Rehab of Monroe, Inc.; and
(9) J Co., Inc. (collectively, the "Clinics") which became wholly owned
subsidiaries of the company. The Clinics operate eight comprehensive
outpatient rehabilitation clinics in Louisiana and Mississippi. The
consideration for the exchange was determined as a result of an arm's
length negotiation between the company's disinterested directors and the
Clinics' sole shareholder, Julian P. Rish. The amount of consideration
was determined by the fair market value of the Clinics and the market
price of the stock on December 15, 1998, the date that the Purchase
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Agreement between the Company and the Julian P. Rish was executed. The
sole shareholder of the Clinics, Julian P. Rish, is the majority
shareholder of the company. He is also a Director and the Secretary of
the company.
Because the consideration for the exchange constituted entirely of
common stock of the company, the company did not have any funding
requirements in order to effect the exchange.
Item No. 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. Financial
statements of the Clinics are not currently available, but
will be filed no later than sixty-days from the date on which
this report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information. Pro forma financial statements of
the company (restated to reflect consummation of the exchange and
prepared pursuant to Regulation S-X) are not currently available
but will be filed not later than sixty-days from the date on which
this report on Form 8-K was required to be filed.
(c) Exhibits. The Purchase Agreement and the Addendum to Purchase
Agreement by and among the Clinics and Julian P. Rish is attached
hereto as Exhibit 2.1 and 2.2 respectively.
SIGNATURE
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.
BEST OF AMERICA CORPORATION
Date: January 14, 1999 /s/ Edwin Cantin
Edwin Cantin, President
Exhibit 2.1
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, IS MADE THIS 15th DAY OF DECEMBER 1998,
BETWEEN:
J. RISH GROUP, INC. , (FORMERLY KNOWN AS BEST OF AMERICA CORPORATION),
A LOUISIANA CORPORATION, WHOSE MAILING ADDRESS IS P.O. BOX 15448,
BATON ROUGE, LOUISIANA 70895, REPRESENTED HEREIN BY ITS PRESIDENT AND
DULY AUTHORIZED AGENT, EDWIN J. CANTIN, JR., HEREINAFTER REFERRED TO
AS PURCHASER.
JULIAN P. RISH, A RESIDENT OF THE STATE OF LOUISIANA, WHOSE MAILING
ADDRESS IS 1907 ROSENEATH DRIVE, BATON ROUGE, LOUISIANA 70806,
HEREINAFTER REFERRED TO AS SELLER.
WHEREAS PURCHASER AGREES TO PURCHASE FROM SELLER, ALL OUTSTANDING
STOCK IN THE COMPANIES ATTACHED TO AND MADE PART OF THIS AGREEMENT, AS
OUTLINED IN EXHIBIT A.
WHEREAS, PURCHASER AGREES TO BUY ALL THE PROPERTY OUTLINED IN EXHIBIT
" A ", ATTACHED TO AND MADE PART OF THIS AGREEMENT, FOR A TOTAL
CONSIDERATION TO SELLER THE FOLLOWING:
1) 16,000,000 SHARES OF COMMON STOCK AND/OR EQUIVALENT CONVERTABLE
DEBT INSTRUMENTS (SUBJECT TO RESTRICTIONS ), OF J.RISH GROUP,
INC.,(FORMERLY BEST OF AMERICA CORPORATION), AND,
2) ASSUMPTION OF UP TO $395,000 OF VARIOUS DEBT, WHICH AMOUNTS SHALL
INCLUDE:
A. AMOUNTS DUE IN THE AMOUNT OF $350,000 DUE TO CLARENCE SCHMITTZEHE
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B. ADVANCES IN THE AMOUNT UP TO $250,000 EXTENDED OR INCURRED BY
JULIAN RISH, THE JULIAN RISH GROUP, INC., VARIOUS CONSULTANTS ,
AGENTS, REPRESENTATIVES OF JULIAN RISH GROUP, INC., AND/OR JULIAN
RISH, FOR THE BENEFIT OF BEST OF AMERICA CORPORATION, INCLUDING, BUT
NOT LIMITED TO, ATTORNEY FEES ADVANCED, WORKING CAPITAL CONTRIBUTIONS,
CONSULTANT FEES, TRAVEL AND PHONE EXPENDITURES.
THE ABOVE REFERENCED SALE OF STOCK SHALL BE SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH BELOW:
1) SELLER REPRESENTS AND WARRANTS THAT HE IS THE OWNER OF THE PROPERTY
LISTED ON EXHIBIT A , ATTACHED TO AND MADE PART OF THIS AGREEMENT, AND
SUCH OWNERSHIP OF STOCK OF EACH CORPORATION LISTED, REPRESENTS A 100%
OF ALL SHARES OF STOCK OUTSTANDING, WHETHER SUCH SHARES BE COMMON
STOCK, PREFERRED STOCK AND FURTHER THAT THERE EXISTS NO DILUTIVE
OPTIONS PERTAINING TO THE STOCK BEING PURCHASED IN EVERY CORPORATION
WHICH PURCHASER ACQUIRES.
2) PURCHASER WARRANTS THAT IT IS DULY AUTHORIZED TO ENTER INTO THIS
AGREEMENT, HOWEVER, SUCH CLOSING OF THE TRANSACTIONS ANTICIPATED
HEREIN ARE CONTINGENT UPON APPROVAL BY ITS BOARD OF DIRECTORS,
INCLUDING THE ISSUANCE OF STOCK AS CALLED FOR IN THIS AGREEMENT.
3) SELLER AND PURCHASER WARRANT THAT EACH ARE TRANSFERRING THE
CONSIDERATION AS OUTLINED IN THIS AGREEMENT, FREE AND CLEAR OF ALL
LIENS, ENCUMBRANCES, MORTGAGES AND EXCEPTIONS. THIS SALE IS MADE WITH
ALL LEGAL WARRANTIES AND WITH FULL SUBSTITUTION AND SUBROGATION IN AND
TO ALL RIGHTS AND ACTIONS OF WARRANTY WHICH SELLER HAS OR MAY HAVE
AGAINST ALL PRECEDING OWNERS AND VENDORS.
4) THIS SALES IS FURTHER CONTINGENT UPON SATISFACTORY COMPLETION OF A
DUE DILIGENCE PERFORMED BY BOTH SELLER AND PURCHASER, OR THEIR AGENTS,
AND SUCH COMPLETION OF DUE DILIGENCE SHALL BE COMPLETED NO LATER THAN
DECEMBER 20 1998, AND UPON SATISFACTORY COMPLETION OF SUCH REVIEW,
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EACH WILL BE NOTIFIED TO THE OTHER IN WRITING BEFORE DECEMBER 20 1998.
SUBSEQUENT TO THE SATISFACTORY COMPLETION OF THE DUE DILIGENCE REPORT,
A CLOSING WILL BE EFFECTED NOT LATER THAN DECEMBER 24 1998. EACH PARTY
IN GOOD FAITH SHALL PROVIDE ANY AND ALL INFORMATION NECESSARY FOR THE
OTHER TO COMPLETE A DUE DILIGENCE WITHIN THE TIME FRAME OUTLINED
ABOVE, AND TO ALLOW FULL ACCESS TO EACH OTHER'S EMPLOYEES,
ACCOUNTANTS, LEGAL COUNSEL, RECORDS, FACILITIES AND INTERNAL
DOCUMENTS, BY ITS OFFICERS OR ITS APPOINTED DESIGNATES.
5) SELLER AGREES TO INCLUDE AND MAKE PART OF THIS AGREEMENT FOR
PURCHASE THE ASSUMPTION BY PURCHASER, ANY AND ALL PROSPECTIVE
CONTACTS, PENDING OFFERS, CONTRACTS, AGREEMENTS, JOINT VENTURES,
AND/OR PURCHASES OF ADDITIONAL HEALTH CARE ENTERPRISES BY ANY OF THE
ENTITIES WHICH ARE CONTROLLED BY SELLER
6) SELLER AND PURCHASER AGREE TO EXECUTE THE APPROPRIATE SALE
DOCUMENTS TO EFFECT THE TERMS AND CONDITIONS OF THIS PURCHASE
AGREEMENT WITHIN THE TIME FRAME LISTED ABOVE, AFTER THE DUE DILIGENCE
IS COMPLETE.
ALL PARTIES SIGNING THIS INSTRUMENT HAVE DECLARED THEMSELVES TO BE OF
FULL CAPACITY
ALL AGREEMENTS AND STIPULATIONS HEREIN, AND ALL THE OBLIGATIONS HEREIN
ASSUMED SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE HEIRS,
SUCCESSORS AND ASSIGNS OF THE RESPECTIVE PARTIES, AND PURCHASER, ITS
SUCCESSOR AND ASSIGNS, SHALL HAVE AND HOLD THE ASSETS DESCRIBED IN
FULL OWNERSHIP FOREVER.
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STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
THUS DONE AND SIGNED IN THE CITY OF BATON ROUGE, STATE OF LOUISIANA,
IN THE PRESENCE OF THE UNDERSIGNED WITNESSES, WHO HAVE HEREUNTO SIGNED
THEIR NAMES TOGETHER WITH SAID APPEARER AND ME, NOTARY, ON THE DATE
STATED ABOVE
WITNESSES: SELLER:
JULIAN P. RISH
______________________ /s/ Julian P. Rish
_______________________ PURCHASER
J.RISH GROUP,INC.
(FORMERLY BEST OF AMERICA
CORPORATION)
BY: /s/ Edwin J. Cantin, Jr.
EDWIN J. CANTIN, JR. PRESIDENT
____________________________
NOTARY PUBLIC
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EXHIBIT "A"
J.RISH GROUP, INC. (BEST OF AMERICA CORPORATION)
AND JULIAN P. RISH (SELLER)
PROPERTY DESCRIPTION ATTACHED AND MADE PART OF
PURCHASE AGREEMENT DATED DECEMBER 15 1998.
100% OF ALL OUTSTANDING SHARES OF THE FOLLOWING COMPANIES:
1) BATON ROUGE OUTPATIENT REHAB, INC.
2) FELECIANA OUTPATIENT SERVICES, INC.
3) S.W. MISSISSIPPI OUTPATIENT REHAB OF WOODVILLE, INC.
4) S.W. MISSISSIPPI OUTPATIENT REHAB OF GLOUSTER, INC.
5) S.W. MISSISSIPPI OUTPATIENT REHAB OF NATCHEZ, INC.
6) S.W. MISSISSIPPI OUTPATIENT REHAB OF PORT GIBSON, INC.
7) N.E. OUTPATIENT REHAB SERVICES OF DELHI, INC.
8) N.E. LOUISIANA OUTPATIENT REHAB OF MONROE, INC.
9) J CO, INC.
SELLER:______________ PURCHASER:________________
Exhibit 2.2
ADDENDUM TO PURCHASE AGREEMENT BETWEEN J. RISH GROUP, INC. (PURCHASER)
AND JULIAN P. RISH (SELLER)
THIS ADDENDUM IS DATED THIS ___ DAY OF DECEMBER 1998 AND IS ATTACHED TO
AND MADE PART OF THAT CERTAIN PURCHASE AGREEMENT BETWEEN J. RISH GROUP,
INC. (SUCCESSOR TO BEST OF AMERICA CORPORATION) HEREINAFTER REFERRED TO
AS PURCHASER AND JULIAN P. RISH, HEREINAFTER REFERRED TO AS SELLER,
DATED ON OR ABOUT DECEMBER 15 1998.
WHEREAS BOTH PARTIES AGREE TO THE FOLLOWING CHANGES AND/OR SATISFACTIONS
AND/OR WAIVERS OF THE TERMS AND CONDITIONS PREVIOUSLY OUTLINED IN THE
ORIGINAL AGREEMENT, AND SUCH CHANGES, WAIVERS AND CONDITIONS CONSTITUTE
THE FINAL AGREEMENT BETWEEN SELLER AND PURCHASER REGARDING THE FOREGOING
SALE. THESE CHANGES AND/OR SATISFACTIONS AND/OR WAIVER OF THE TERMS AND
CONDITIONS ARE AS FOLLOWS:
1) EXHIBIT "A" IS DEFINED AND ATTACHED TO THIS AGREEMENT.
2) ITEM # 1 OF THE ORIGINAL AGREEMENT SHALL BE CHANGED TO READ AS
FOLLOWS: "16,000,000 (SIXTEEN MILLION) SHARES OF FULLY VOTING COMMON
STOCK OF THE J. RISH GROUP, INC. (SUCCESSOR TO BEST OF AMERICA
CORPORATION), ALL SHARES OF WHICH SHALL BE SUBJECT TO RESTRICTION."
3) ITEM # 2 SHALL BE CHANGED TO READ AS FOLLOWS: "ASSUMPTION OF UP TO
$395,000.00 FOR VARIOUS DEBT, WHICH AMOUNTS INCLUDE:
A. AMOUNTS DUE IN THE AMOUNT OF $45,000 DUE TO CLARENCE SCHMITTZEHE.
B. ADVANCES IN THE AMOUNT UP TO $350,000 EXTENDED OR AMOUNTS INCURRED BY
JULIAN RISH AND/OR THE JULIAN RISH GROUP, INC. , FOR THE BENEFIT OF BEST
OF AMERICA CORPORATION AND ITS SUCCESSOR, J. RISH GROUP, INC., TO
INCLUDE BUT NOT BE LIMITED TO ATTORNEY FEES, CONSULTANT FEES , WORKING
CAPITAL CONTRIBUTIONS, TRAVEL AND PHONE EXPENSES, DUE DILIGENCE EXPENSES
AND FEES , LOANS ADVANCED AND/OR DUE FOR BENEFIT OF BEST OF AMERICA
CORPORATION, UP TO CLOSING DATE.
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4) AS INDICATED AND STIPULATED IN ITEM #4 OF THE ORIGINAL AGREEMENT,
BOTH SELLER AND PURCHASER STATE THAT THEY HAVE SATISFACTORILY COMPLETED
THEIR DUE DILIGENCE AND THAT THE CLOSING DATE IN WHICH SALE DESCRIBED
HEREIN SHALL BE FINALIZED SHALL NOT BE LATER THAN DECEMBER 30 1998, AND
THAT BOTH SELLER AND PURCHASER SHALL PROVIDE ALL INFORMATION TO LEGAL
COUNSEL TO TIMELY EFFECT THE CONCLUSION OF THE SALE AS DESCRIBED HEREIN.
ALL OTHER TERMS AND CONDITIONS OF THE ORIGINAL AGREEMENT REMAIN.
STATE OF LOUISIANA
PARISH OF EAST BATON ROUGE
THUS DONE AND SIGNED IN THE CITY OF BATON ROUGE, STATE OF LOUISIANA, IN
THE PRESENCE OF THE UNDERSIGNED WITNESSES, WHO H AVE HEREUNTO SIGNED
THEIR NAMES TOGETHER WITH SAID APPEARER AND ME, NOTARY, ON THE DATE
STATED ABOVE.
WITNESSES: SELLER:
JULIAN P. RISH
________________________ ________________________
________________________ PURCHASER:
J. RISH GROUP, INC.
(FORMERLY BEST OF AMERICA
CORPORATION)
BY: ______________________
EDWIN J. CANTIN, JR., PRESIDENT
___________________________
NOTARY PUBLIC
