SCHEDULE 14C
INFORMATION REQUIRED
IN INFORMATION STATEMENT
Schedule 14C Information
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 permitted
by Rule 14c-5(d)(2))
[X] Definitive Information Statement
________________________________________________________________________
BEST OF AMERICA CORPORATION
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[x] No fee required
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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):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by 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 Statement No.
(3) Filing Party
(4) Date Filed
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BEST OF AMERICA CORPORATION
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
To Be Held On September 28, 1998
To Our Stockholders:
The Annual Meeting of Stockholders of Best of America Corporation (the
"Company") will be held on September 28, 1998, at 10:00 a.m., local time, at
the office of Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman, L.L.P.,
Twenty-Second Floor, One American Place, Baton Rouge, Louisiana. The
principal executive offices and mailing address of the Company is 674 Renoir
Avenue, Suite 1, Baton Rouge, Louisiana 70806.
The purposes of the meeting are:
1. To elect a Board of Directors.
2. To consider and vote upon a proposal to approve an Agreement and Plan
of Merger (the "Agreement"), between BOAC and The J. Rish Group, Inc. (the
"Rish Group"), pursuant to which, among other things, BOAC will merge into
the Rish Group and each outstanding share of common stock of BOAC will be
converted into one share of common stock of the Rish Group, and each
outstanding share of preferred stock of BOAC will be converted into two
shares of common stock of the Rish Group.
3. To consider and act upon such other matters as may properly come before
the meeting or any adjournment thereof.
Holders of the Company's Common Stock of record at the close of business on
August 28, 1998, are entitled to receive notice of the meeting. All owners
of the Company's Common Stock present, in person or by proxy, at the Annual
Meeting shall be entitled to vote.
The accompanying Information Statement is furnished on behalf of the Board of
Directors of the Company to provide notice of the Company's Annual Meeting of
Stockholders.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
For the Board of Directors
Julian P. Rish, Secretary
BEST OF AMERICA CORPORATION
674 Renoir Avenue, Suite 1
Baton Rouge, Louisiana 70806
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL INFORMATION
This Information Statement is furnished on behalf of the Board of Directors
of Best of America Corporation (the "Company") to provide notice of the
Company's Annual Meeting of Stockholders to be held September 28, 1998, at
10:00 a.m., local time at the offices of Kean, Miller, Hawthorne, D'Armond,
McCowan & Jarman, L.L.P., Twenty-Second Floor, One American Place, Baton
Rouge, Louisiana (the "Meeting"). The principal executive offices and
mailing address of the Company is 674 Renoir Avenue, Suite 1, Baton Rouge,
Louisiana 70806. This Information Statement is first being sent or given to
stockholders of the Company on or about September 4, 1998.
VOTING AND PRINCIPAL HOLDERS
The no par common stock (the "Common Stock"), of the Company is the only
outstanding class of voting securities of the Company. Only stockholders of
record at the close of business on August 28, 1998, the record date, are
entitled to notice of the Annual Meeting. All owners of the Company's Common
Stock present, in person or by proxy, at the Meeting shall be entitled to
vote. As of the record date, there were 8,731,000 shares of Common Stock
outstanding and approximately one hundred ten (110) holders of the Common
Stock. Each share of the Company's Common Stock is entitled to one vote.
On July 28, 1998, with corporate funds of The Julian Rish Group, Inc., no
part of which was borrowed, The Julian Rish Group, Inc. purchased 4,570,682
shares of common stock and 216,200 of preferred stock of the Company from
American National Corporation and 576,279 shares of common stock of the
Company from Marbane Construction Company. The purchase price of the stock
was $80,000.00 paid in cash and the assumption of approximately $74,800.00 of
debt from the Sellers and other related entities and individuals.
Julian Rish, with personal funds, had previously purchased 15,000 shares of
common stock of the Company. The purchase was in excess of a year prior to
the purchase by The Julian Rish Group, Inc. and was not part of a plan to
obtain a controlling interest in the Company.
The shares owned by The Julian Rish Group, Inc., the controlling stockholder
of the Company, will be voted for the election of directors recommended by
Julian P. Rish, the Secretary and Director of the Company.
ELECTION OF DIRECTORS
A Board of Directors consisting of five members will be nominated and elected
at the Meeting, each member to serve until the next Meeting and until a
successor shall be elected and shall qualify. Each share of Common Stock
entitles the shareholder to cast one vote for as many persons as there are
directors to be elected. The Company's articles and by-laws prohibit
cumulative voting, and the directors shall be elected by a plurality vote.
The current directors of the Company are as follows:
C. Lynn White. As of the date of this notice, Mr. White is 55 years old and
has served as a director and chairman of the Board of the Company for five
(5) years. He is President and owner of the Commercial Real Estate Counsel
Co. which does consulting and development of commercial real estate primarily
in North Carolina and South Carolina. Mr. White also is involved in a number
of other successful commercial real estate projects through various other
entities, including office, retail, industrial and self storage facilities.
Walter J. Lark. As of the date of this notice, Mr. Lark is 47 years old and
has served as a director of the Company for three (3) years. He is a
commercial real estate agent in the Mandeville, Louisiana area.
Julian P. Rish. As of the date of this notice, Mr. Rish is 62 years old. He
has served as a director of the Company for five (5) years. Mr. Rish is also
the Secretary of the Company. He is the president and principal of the Baton
Rouge Rehab Clinic a rehabilitation clinic in Baton Rouge, Louisiana, and has
a controlling interest in various other business ventures in Louisiana.
Ed Cantin. As of the date of this notice, Mr. Cantin was 45 years old. He
was appointed to the board of directors of the Company to fill a vacancy in
August, 1998. Mr. Cantin is also the Vice President of the Company. He is
the president and principal of Northshore Capital Enterprises, an investment
banking company in Slidell, Louisiana.
Anatole J. Plaisance. As of the date of this notice, Mr. Plaisance is 64
years old. He has served as a director of the Company for five (5) years.
He is an attorney practicing in Baton Rouge, Louisiana.
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SECURITY OWNERSHIP OF CERTAIN OWNERS
Set forth below is information with respect to each person, entity or group
known to have been the beneficial owner of more than 5% of the Company's
Common Stock, its sole voting class of securities, as of August 28, 1998.
Title of Class
Name and Address and Amount
of beneficial owner beneficially owned % of class
C. Lynn White
4000 Columbine Circle common stock
Charlotte, NC 28211 555,270(2) 6.36%
Common Stock
Julian P. Rish
1907 Roseneath Drive common stock
Baton Rouge, LA 70806 5,161,961(3) 59.12%
1. Except as otherwise indicated, the beneficial owner of the shares
exercises sole voting and investment powers.
2. Mr. White controls White Interests Limited Partnership which owns
555,270 shares of Common Stock of the Company.
3. Mr. Rish is the President and sole shareholder of The Julian Rish
Group, Inc. which owns 5,146,961 shares of Common Stock of the Corporation.
MERGER
The plan of merger provides for the Company to merge into the J. Rish Group,
Inc. (the "Rish Group"). The mailing address and telephone number of the
principal executive offices of the Company and the Rish Group is 674 Renoir
Avenue, Suite 1, Baton Rouge, Louisiana 70806. The Rish Group is a wholly
owned subsidiary of the Company. It currently has no assets or liabilities or
any operating activity. There will be no adverse tax consequences to the
Company as a result of the Merger.
The merger will provide for the Company to merge into the Rish Group pursuant
to which each outstanding share of common stock of the Company will be
converted into one (1) share of common stock of the Rish Group, and each
outstanding share of preferred stock of the Company will be converted into
two (2) shares of common stock of the Rish Group.
The purpose of the merger is to change the name of the Company to the J. Rish
Group, Inc. and change its state of incorporation to Louisiana. There will
be no material difference in any rights of the security holders as a result
of the merger. The merger provides for the conversion of each share of
preferred stock of the Company to be converted into two (2) shares of common
stock of the Rish Group. All of the preferred stock of the Company is
currently held by The Julian Rish Group, Inc., a separate entity from the
Rish Group. However, the preferred stock of the Company is currently
convertible into two (2) shares of common stock of the Company. Therefore,
the merger will have the same effect on the equity interest of the existing
shareholders as The Julian Rish Group, Inc. exercising its conversion rights
in the preferred stock of the Company.
The Rish Group will be the surviving entity of the merger. Therefore, the
Articles of Incorporation of the Rish Group, the By-Laws of the Rish Group,
and the corporate laws of the State of Louisiana will govern the surviving
entity. If you would like to receive a copy of the Articles of Incorporation
and the By-Laws of the Rish Group, please contact Kean, Miller, Hawthorne,
D'Armond, McCowan & Jarman, L.L.P., Attention Brett N. Brinson at P.O. Box
3513, Baton Rouge, Louisiana 70821, (504) 382-3457.
A majority of the shares of common stock represented at the Meeting is
required to approve the merger. If the merger is approved, the directors
elected at the meeting shall be the directors of the surviving entity.
Additional information regarding the Company can be found in the enclosed 10K
which is incorporated by reference herein.
EXECUTIVE OFFICERS
The By-Laws of the Company provide for the election of executive officers by
the Board of Directors. Executive officers serve until heir successors are
chosen and qualified or until their death, resignation or removal.
Brief statements setting forth the age (at August 28, 1998), the offices held
and the business experience during the past five years of each executive
officer appear below.
Edward Cantin (45): Director and Vice President. Mr. Cantin is the President
of Northshore Capital Enterprises, an investment banking company with its
principal office in Slidell, Louisiana.
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Julian P. Rish (62): Director and Secretary. Mr. Rish is the president of
Baton Rouge Rehab Clinic, a rehabilitation clinic with its principal office
in Baton Rouge, Louisiana.
SECURITY OWNERSHIP OF MANAGEMENT
Set forth below is information with respect to shares of each class of equity
securities of the Company beneficially owned by directors of the Company,
naming them, and by all directors and officers of the Company as a group, as
of August 28, 1998.
Common Stock
name of
Beneficial owner(1) Amount and Nature of Beneficial Ownership(2) Percent of Class(3)
Julian P. Rish 5,161,961(2) 59.12%
C. Lynn White 555,270 6.36%
William J. Lark 60,000 1.16%
All remaining directors - -
Series A Preferred Stock
Name of
Beneficial owner(1) Amount and Nature of Beneficial Ownership(2) Percent of Class (3)
Julian P. Rish 216,200 100%
1. The address of each of the officers and directors is c/o Best of America
Corporation, 674 Renoir Avenue, Suite 1, Baton Rouge, Louisiana, 70806.
2. Except as otherwise indicated, the beneficial owner of the shares
exercises sole voting and investment powers.
3. Percentages are calculated on the basis of the amount of outstanding
securities plus, for each person or group, and securities that person or
group has the right to acquire within 60 days pursuant to option, conversion
privileges or other rights. An asterisk signifies less than 1%.
INDEPENDENT PUBLIC ACCOUNTANTS
The accountants for 1997 and the current year have been James E. Scheifley &
Associates, P.C. They will be invited to attend the meeting, and if in
attendance, they will be allowed to make a statement if they desire to do so.
COMMITTEES
The Company does not currently have an audit, nominating or compensation
committee of the board of directors. However, it is expected that such
committees shall be formed at the first board of directors' meeting held
after the shareholders' meeting.
BOARD OF DIRECTORS' MEETINGS
The board of directors have held a meeting once during the current year. All
of the directors were present at the meeting.
EXECUTIVE COMPENSATION
The officers of the Company or its affiliates are currently not receiving any
compensation for their services as officers.
QUORUM FOR MEETING
The By-Laws of the Company require, for a quorum, the presence at the
meeting, in person or by proxy, of the holders of a majority of the shares of
Common Stock of the Company.
SUBMISSION OF STOCKHOLDER PROPOSALS
Any proposal intended to be presented by a stockholder at the Company's 1998
Annual Meeting of Stockholders must be received in writing at the Company's
principal executive offices by September 22, 1998.
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By Order of the Board of Directors
/s/Julian P. Rish
- -----------------------------
Julian P. Rish, Secretary