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INFORMATION STATEMENT
PURSUANT TO RULE 14(f)1 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
THE SOUTHSHORE CORPORATION
SEC File Number: 0-19949
Date: January 11, 2000
BACKGROUND
The Southshore Corporation ("Southshore") on December 20, 1999 entered
into an agreement and plan of merger ("Agreement") whereby a wholly-owned
subsidiary of Southshore would be merged with RV Holiday.Com, Inc. ("RV
Holiday") and 5.5 million shares of Southshore common stock would be issued to
shareholders of RV Holiday. RV Holiday is a recently formed company, based in
Colorado Springs, Colorado, engaged in a business to develop an Internet
portal site for RV enthusiasts and to acquire RV dealerships. Assuming the
merger transaction is accomplished, Southshore will have 8,110,470 shares
outstanding; thus, the shares of common stock of Southshore to be issued would
represent approximately 67.8% of the outstanding shares of common stock.
Pursuant to the Agreement, at a closing to occur prior to January 31, 2000,
the current directors of Southshore are to appoint as new directors of
Southshore three individuals designated by RV Holiday and thereupon the
current directors are to resign. Following is information concerning the
proposed change in directors of Southshore:
NEW DIRECTORS DESIGNATED BY RV HOLDINGS.COM, INC.
Dr. Robert A. Scott, age 60, has been President, Chief Executive Officer
and Professor of Sociology and Anthropology at Ramapo College of New Jersey
since 1985. Ramapo is New Jersey's public liberal arts college, with graduate
programs in business (including e-commerce), computer science, educational
technology, and liberal studies; over 600 employees; a budget of $60 million;
and a physical plant worth over $150 million. Prior to assuming the
presidency of Ramapo in 1985, Dr. Scott was assistant commissioner of higher
education in Indiana, held marketing and sales positions at Procter and
Gamble, and served as a marketing consultant and advisor on mergers and
acquisitions in the educational and publishing industries. Dr. Scott also is
Chairman of the Board and Corporate Secretary of American Educational
Products, Inc., a publicly traded company that manufacture and distributes
supplementary instructional materials to both homes and schools. He also is a
founding director of usacenter.com, Inc. and of edorm.com, Inc., internet
service companies, and a member of the executive committee of Hackensack
Univerity Medical Center, a health care complex with $600 million in annual
revenues. He holds a Bachelor's Degree from Bucknell University and a PhD
from Cornell Univerity.
Dr. Wayne R. Kirschling, age 57, currently serves as President of Ontario
Corporation, a closely held Indiana corporation with corporate headquarters in
Muncie, Indiana. He also serves as Executive Vice President of Pyromet, a
subsidiary of Ontario Corporation. Ontario engages in the manufacture and
refurbishment of components used in jet engines; the manufacture and
refurbishment of components used in semiconductor process equipment; provides
metallurgical, chemical and environmental laboratory
testing; develops software and systems for enterprises involved in collections
and accounts receivable management; and is involved in the development of an
industrial park. From 1978-1986, Dr. Kirschling served as Deputy Commissioner
of Higher Education for the Indiana Commission for Higher Education located in
Indianapolis, Indiana, where he was responsible for working with the Governor,
the State Legislature and Indiana's public and private colleges on operating
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and capital budget requests, student aid funding, and approval of new
institutions and new academic programs. From 1971-1978, he was Associate
Director of the National Center for Higher Education Management Systems
located in Boulder, Colorado, where he was responsible for working with public
and private colleges throughout the U.S. to develop the implement new
management techniques and for operating a visiting scholars program for
scholars drawn from American and foreign universities, industry and
government. Dr. Kirschling has served as a director of Leopold, a subsidiary
of American Education Protection, Inc., since February, 1995. From 1964-1969,
Dr. Kirschling served as an officer in the U.S. Air Force, including
assignments with the Office of the Secretary of the Air Force in Washington,
D.C. and at the U.S. Air Force Academy located in Colorado Springs, Colorado.
He has taught at a number of colleges and universities, including the
University of Colorado, Butler University, the University of Indianapolis and
the U.S. Air Force Academy. He received his B.S. degree from the U.S. Air
Force Academy, and M.S. in Industrial Engineering fro Stanford University and
an M.B.A. and D.B.A. in Management Science from the University of Colorado.
John Deufel, age 46, currently is President of RV Holiday and has
occupied that position since August 1999, the inception of RV Holiday. During
1999 he worked in a sales capacity for Lazy Days RV Sales in the State of
Florida. From October 1996 to November 1998, he developed and was General
Manager and part owner of RV Boat Storage, one of the first full service
indoor RV and boat storage facilities in the U.S. From 1990 to 1996 he was a
real estate broker and principal of Remax Realtec, also in the State of
Florida. From 1980 to 1990, Mr. Deufel was in various management capacities
with Allstate Insurance Company where he supervised more than 400 employees.
Mr. Deufel received a Bachelor of Arts degree in Business Administration from
William Patterson University in 1979.
CURRENT DIRECTORS AND EXECUTIVE OFFICERS OF SOUTHSHORE
Set forth below are all directors and executive officers of Southshore.
Officers serve at the pleasure of the Board of Directors.
Kenneth M. Dalton, age 51. President of Southshore since October, 1993.
Director of Southshore since March 16, 1992. President of Meridian Medical
Corp., an Englewood, Colorado distributor of medical products (1985-March
1994). In March 1994 the assets of Meridian were sold to Lincare, Inc. of
Clearwater, Florida, which provides medical home health care and supplies.
Rod K. Barksdale, age 50. Vice President of Southshore since October,
1993. Director of Southshore since March 16, 1992. Employed as an
administrator for Public Service Company of Colorado, Glenwood, Springs,
Colorado (1977-Present). Mr. Barksdale receives no salary from Southshore and
provides services on an as needed basis.
Ren Berggren, age 50. Secretary of Southshore since October, 1993.
Director of Southshore since March 16, 1992. Employed as Vice President of
Vancol Industries, Inc., Denver, Colorado, a distributor of beverages
(1988-Present). Controller of Worldwide Corporate Services, a Denver,
Colorado company engaged in support services for automobile dealerships
(1985-1988). Mr. Berggren receives no salary from Southshore and provides
services on an as needed basis.
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Key Personnel
Eric Nelson is Southshore's principal accounting and financial officer.
He has been employed by Southshore since 1994 and previously was employed in
as controller with Meridian Medical Corp., Englewood, Colorado (1988-1994).
He is a graduate of Colorado State University, with a degree in accounting.
Board of Directors Action
During the year ended December 31, 1999, the Board of Directors did not
meet but acted by unanimous consent on one occasion.
EXECUTIVE COMPENSATION
The following tabular information includes all plan and non-plan
compensation paid to Southshore's president and to all other executive
officers whose total annual salary and bonus is $100,000 or more for the
fiscal years indicated.
Summary Compensation
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
--------------- -------------
Other
Name Annual Restricted All Other
and Compen- Stock LTIP Compen-
Principal Fiscal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- -------- ----- ------ ----- ----- -------- -------- ------ ------
Kenneth M. 1999 18,000 80,421 -0- -0- 61,250 -0- -0-
Dalton 1998 18,000 -0- -0- -0- shares a -0- -0-
President 1997 18,000 -0- -0- -0- $1.10 per -0- -0-
<FN1> share <FN2>
- ------------------------------
<FN1> Mr. Dalton became President of Southshore in October, 1993.
<FN2> Expired December 25, 1999.
Since Southshore sold its water park property on April 21, 1999, Mr.
Dalton has received nominal salary for his services, estimated as less than
$10,000.
Southshore's Board of Directors has no compensation, audit or nominating
committees.
Director's Fees
Southshore has authorized director's fees of $100 per meeting for each
director who is not a salaried officer of Southshore; however no director's
fees were paid during the year ended March 31, 1999, nor through December 28,
1999.
Incentive Stock Option Plan
Effective January 7, 1991, Southshore adopted an Incentive Stock Option
Plan (the "Plan"). The purpose of the Plan is to secure and retain key
employees of Southshore. The Plan authorizes the granting of options to
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officers, directors and employees of Southshore to purchase 200,000 shares of
Southshore's $.001 par value common stock subject to adjustment for various
forms of recapitalization that may occur. No option may be granted after
January 7, 2001, and the fair value of an option to each optionee cannot
exceed $100,000 per year. An employee must have six months of continuous
employment with Southshore before he or she may exercise an option granted
under the Plan. The option exercise price may not be less than 100% of the
fair market value of the shares at the time of the granting of such options
except in the case of an option granted to a stockholder who owns 10% or more
of Southshore's shares at the time of the grant in which case the option price
must be at least 110% of the fair market value of the shares at the time of
the grant of such option, and options must be exercised within five years
after the date of grant. Options granted under the Plan are non-assignable
and terminate three months after employment by the optionee ceases, except in
the case of employment termination due to disability of the optionee, in which
event the option expires twelve months from the date employment ceases. The
Plan is to be administered by a committee selected by Southshore's Board of
Directors.
It may be expected that any option granted will be exercised only if it
is advantageous to the option holder. It may also be expected that if any
option granted is exercised, and the book value is below the exercise price,
the book value of Southshore's stock held by Southshore's then shareholders
will be minimally increased; however, the voting power of the then
shareholders will be decreased. If the book value of the stock is above the
exercise price, then exercise of the option will dilute the book value to
other shareholders. One option for 61,250 shares exercisable at $1.10 per
share was granted under Southshore's Incentive Stock Option Plan to
Southshore's President. That option expired on December 25, 1999.
Southshore has no other bonus, profit sharing, pension, retirement, stock
option, stock purchase, deferred compensation or other incentive plans nor
present plans with respect to these matters; however, it is possible that the
Board of Directors will adopt such plans in the future.
CURRENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial ownership of any person or persons means direct or indirect
voting or investment power and does not include shares which may be acquired
pursuant to warrants, stock options or similar rights. (See "Stock Options"
below). The following table sets forth the name and business address of each
officer and director and each person whose ownership of Southshore's common
stock exceeds 5% based on 2,610,470 shares outstanding at December 20, 1999.
No adjustment nor pro forma calculations are included which take into account
the proposed issuance of 5.5 million shares of common stock of Southshore
pursuant to the Agreement with RV Holiday.
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership of Class
----------------------- -------------------- -----------
Kenneth M. Dalton<FN1><FN2> 624,436 23.9%
26 Tamarade Drive
Littleton, CO 80127
Rod K. Barksdale 88,007 3.3%
2921 Sopris Avenue
Glenwood Springs, CO 81601
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Ren Berggren<FN1><FN2><FN3> 0 0%
1700 E. 68th Ave.
Denver, CO 80229
James F. Silliman, M.D. 192,142 7.4%
7408 Greenbriar
Dallas, TX 75225
Keith A. Lowery 150,176 5.6%
7477 Singing Hills Drive
Boulder, CO 80301
Michael McCallum 243,511 9.8%
817 Colorado Avenue, #205
Glenwood Springs, CO 81601
Officers and Directors 768,609<FN4> 29.4%
as a Group (5 Persons)
____________________
<FN1> Directors of Southshore.
<FN2> Officers of Southshore
<FN3> Mr. Berggren is an officer, director and shareholder of Vancol
Industries, Inc. which company owns 56,166 shares of common stock
of Southshore. He disclaims personal beneficial ownership of the
shares of common stock of Southshore owned by Vancol Industries,
Inc.
<FN4> For purposes hereof the shares held by Vancol Industries, Inc. are
included in the calculation.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April, 1994, Southshore issued a $400,000 convertible promissory note
to Mr. Dalton pursuant to an arrangement whereby Mr. Dalton personally obtain
a $400,000 bank line of credit, the proceeds of which were made available to
Southshore. Southshore paid the interest on the bank line of credit which is
the bank's prime rate. The bank line of credit was secured by assets owned by
the president. The note was convertible into up to 177,777 shares of common
stock of Southshore at $2.25 per share. The balance on the note has been paid
in full.
Pursuant to the Agreement and Plan of Merger, certain shareholders of
Southshore are to grant to persons designated by RV Holiday options to
purchase in the aggregate of 500,000 shares of Southshore common stock at an
exercise price of $.50 per share for a ninety day period commencing at closing
on the Agreement.
(Registrant) THE SOUTHSHORE CORPORATION
BY(Signature) /s/Kenneth M. Dalton
(Date) January 11, 2000
(Name and Title) Kenneth M. Dalton, President
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