ICHI-BON INVESTMENT CORPORATION
3222 S. Vance, Suite 100
Lakewood, Colorado 80227
COMMISSION FILE NUMBER 0-25388
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction
This Statement is being mailed on or about May 1, 1997 to holders of record
on April 30, 1997 of the shares of Common Stock, par value $.001 per share (the
"Common Stock") of Ichi-Bon Investment Corporation, a Colorado corporation (the
"Company"). It is being furnished in connection with the change of the
Company's directors to be effected at a Board meeting to be held at the
closing of the transaction discussed below, to be held on or about May 12, 1997.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement (the "Agreement") between the Company
and Detour, Inc., a California corporation ("Detour"), the Company has agreed to
acquire all of Detour's issued and outstanding shares of common stock
(collectively, the "Detour Stock") in exchange for an aggregate of 4,500,000
"restricted" shares of the Company's Common Stock (the "Transaction"). As of
the date of this Disclosure Statement, there are 500,000 shares of the Company's
Common Stock issued and outstanding. Accordingly, if all of the issued and
outstanding shares of Detour Stock are exchanged for the Company's Common Stock,
the holders thereof will own approximately 90% of the Company's 5,000,000 shares
of Common Stock which would then be issued and outstanding.
Upon consummation of the Transaction, the Company's current officers and
directors will resign and will be replaced by Directors and Officers selected by
Detour's management (see "Directors and Executive Officers and Related
Transactions"). Also, as part of the terms of the Transaction, the name of the
Company will change to "Detour, Inc."
Consummation of the Transaction will result in a change of control. If the
Transaction is not consummated, the Company's current officers and directors
will not resign and there will not be a change in control. The Company
anticipates, but cannot assure, that the Agreement will be executed on or about
May 12, 1997, with the closing to occur shortly thereafter.
Reason for Disclosure Statement
Because a majority of its directors is being changed otherwise than at a
meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, to provide
its stockholders and the Securities and Exchange Commission (the "Commission")
with certain information not less than ten days prior to the date on which the
change will take place, or such other time period as may be established by the
Commission. This Disclosure Statement is being filed with the Commission and
sent to stockholders in compliance with that Rule.
Information Relating to the Company's Securities
As of the date of this report, there were outstanding 500,000 shares of the
Company's Common Stock. Each outstanding share of Common Stock entitles the
record holder thereof to one vote on all matters which are to be presented to
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stockholders for their consideration. The Common Stock is the only issued and
outstanding stock of the Company.
Principal Stockholders
The following table sets forth as of the date of this report certain
information with respect to all those known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each Director
and all Directors and Officers as a group.
No. of Percentage
Name Shares Owned Ownership
--------------------------- ------------ ----------
Cheryl L. Okizaki(1) 200,000 40.0%
Cheryl Miller 171,000 34.2%
Charles A. Arnold(1) 10,000 2.0%
Wallace S. Westwood(1) 15,000 3.0%
June H. Okizaki 50,000 10.0%
All Officers and Directors
as a group (3 persons) 225,000 45.0%
- -------------------------------
(1) Officer and/or director of the Company.
The following table sets forth as of the date hereof, certain information
with respect to all those known by the Company who, retroactively assuming
consummation of the Transaction, would be the record or beneficial owners of
more than 5% of its outstanding Common Stock, each newly-appointed director and
executive officer of the Company and all newly-appointed Directors as a group.
Except as indicated in the footnotes to the table, the listed stockholders hold
sole voting and investment power over their respective shares.
<TABLE>
<CAPTION>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ---------------------- ------------------ ----------------- -----------
<S> <C> <C> <C>
Edward T. Stein Chairman of Board, 2,025,000 40.5%
201 N. Service Rd. Director
Suite 100
Melville, N.Y. 11747
James Turner President, Director 1,012,500 20.3%
2736 Jalmia Drive
Los Angeles, CA 90046
Luis Barajas Corporate Secretary, 1,012,500 20.3%
2736 Jalmia Drive Director
Los Angeles, CA 90046
Lorraine Rasmussen Director 0 -
6855 Santa Monica Blvd.
Los Angeles, CA 90038
All Proposed Directors 4,050,000 81.0%
and Officers as a
Group (4 persons)
</TABLE>
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Legal Proceedings
There are no legal proceedings to which any director, officer or affiliate
of the Company, any owner of record or beneficially of more than five percent of
the Company's Common Stock, or any associate of any of the foregoing, is a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to Company or any of its subsidiaries.
Directors and Executive Officers and Related Transactions
Directors and Executive Officers.
If and when the Transaction is consummated, the Company's current officers
and directors will resign and will be replaced, without stockholder action, by
the following Officers and Directors:
Name Age Position
- -------------------- --- ---------------------------
Edward T. Stein 46 Chairman of Board, Director
James Turner 36 President, Director
Luis Barajas 36 Corp. Secretary, Director
Lorraine Rasmussen 35 Director
Edward T. Stein is presently Chairman of the Board of Detour, a position he
has held since January 1995. Detour is engaged in the marketing, sales and
publication of Detour Magazine, an urban "avante-guard" publication. Since
1986, he has also been President of Edward T. Stein Associates, Ltd., a
privately held financial services firm engaged in money management, insurance
and financial planning located in Melville, New York and Prima Capital
Management Corp., an affiliated company thereto. Mr. Stein obtained a Bachelor
of Science degree from Rider University, where he majored in finance. He
devotes approximately 80 hours per month to the business of Detour, which is not
expected to change upon closing of the Transaction.
James Turner is the President and Director of Detour, which he co-founded
in 1987. Mr. Turner serves as Editor-in-Chief and is responsible for the
contents of the Detour Magazine, as well as an author of numerous articles
contained in the Magazine. Mr. Turner attended Missouri University, majoring in
communications, where he received a Bachelor of Arts degree. Mr. Turner devotes
substantially all of his time to the business of Detour and expects to continue
to devote such time upon closing of the Transaction.
Luis Barajas is Corporate Secretary, a Director and co-founder of Detour,
as well as Creative Director and Publisher of Detour Magazine. His
responsibilities include advertising, developing key relationships with
celebrities and media personalities, creative input and administration. Mr.
Barajas obtained a Bachelor of Arts degree from Fashion Institute, majoring in
fashion mechanics and design. He devotes substantially all of his time to the
business of Detour and expects to continue to devote such time upon closing of
the Transaction.
Lorraine Rasmussen is a Director of Detour, a position she has held since
March 1997. In addition to her position with Detour, since July 1996, Ms.
Rasmussen is President and Managing Director of TAG Entertainment Pictures,
Inc., Los Angeles, California, which is engaged in motion picture financing.
For the prior five years, Ms. Rasmussen was self-employed engaged in marketing
and consulting services to entertainment and media companies. Ms. Rasmussen
obtained a Bachelor of Arts degree in 1985. She expects to devote only such
time as necessary to the business of Detour upon closing of the Transaction,
which is not expected to exceed 20 hours per month.
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Compensation
For the fiscal year ended December 31, 1996, no officer or director of
Detour received remuneration in excess of $100,000. James Turner, Detour's
President, and Luis Barajas, Corporate Secretary, each received a salary of
$60,000, which is expected to remain constant for the 12 months following
closing of the Transaction. There are no employment agreements between Detour
and its executive officers or directors, but it is expected that both Messrs.
Turner and Barajas will execute employment agreements with the Company upon
closing of the Transaction.
In addition, Detour may award stock options to key employees, members of
management, directors and consultants under stock option programs as bonuses
based on performance.
Standing Audit, Nominating and Compensation Committees.
The Board of Directors of the Company has no standing audit, nominating or
compensation committees.
Information Relating to Board of Directors Meetings.
The Company presently has three Directors. During the fiscal year-ended
December 31, 1996, the Directors held one meeting of the Board of Directors.
Compensation of Directors and Executive Officers
The Company's officers and directors have not been paid a salary during the
fiscal year ended December 31, 1996. The Company maintains a policy whereby the
directors and executive officers of the Company may be reimbursed for out-of-
pocket expenses incurred in the performance of their duties. The Company did
not reimburse any director or officer for such expenses during the 1996 fiscal
year.
The Company has no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers or directors.
Dated: May 1, 1997.
ICHI-BON INVESTMENT CORPORATION
s/Cheryl L. Okizaki
Cheryl L. Okizaki, President
