UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
THE ENCHANTED VILLAGE, INC.
(Exact name of registrant as specified in its corporate charter)
Delaware 000-11991 30-0091294
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
936A Beachland Boulevard, Suite 13
Vero Beach, FL 32963
(Address of principal executive offices)
(772) 231-7544
(Issuer's Telephone Number)
THE ENCHANTED VILLAGE, INC.
(A Delaware Corporation)
SCHEDULE 14F-1
INFORMATION STATEMENT
PURSUANT TO SECTION 14F OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14F-1 THEREUNDER
April 19, 2004
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE NOT
TO SEND THE COMPANY A PROXY.
This Information Statement is being furnished to all holders of record at
the close of business on April 15, 2004, of shares of $0.002 par common stock
("Common Stock") of The Enchanted Village, Inc., a Delaware corporation (the
"Company"), in accordance with the requirements of Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Securities
and Exchange Commission (the "Commission") Rule 14f-1. As of such date, and
immediately prior to the closing of the Transaction (as that term is defined
below), the Company had 4,982,200 shares of Common Stock issued and outstanding,
all of which shares are entitled to one vote per share on all matters for which
shareholders are entitled to vote. The anticipated mailing date is April 21,
2004.
INTRODUCTION
This statement pursuant to Section 14(f) of the Securities Exchange Act of
1934, as amended (the "Statement"), is being circulated to the stockholders of
The Enchanted Village, Inc., a Delaware corporation (the "Company"), in
connection with the Board of Directors of the Company approving on April 1, 2004
the execution of a Share Exchange Agreement dated April 2, 2004 (the
"Agreement") among the Company and Keating Reverse Merger Fund, LLC as the
principal shareholder (the "Shareholder") of the Company on the one hand, and
Xiao Ping Zhang, Xiao Feng Zhang and Shuping Chi as the selling shareholders
("Sellers") and Fairford Holdings Limited, a Hong Kong limited liability
corporation ("Fairford") on the other hand.
Fairford owns 90% of the capital stock of Ruili Group Ruian Auto Parts
Co., Ltd, a Sino-foreign equity joint venture established pursuant to the laws
of the People's Republic of China on Chinese Foreign Equity Joint Ventures
("Ruili"). Ruili is engaged in the business of the manufacture and sale of
automobile valves and automobile valve related products.
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Pursuant to the terms of the Agreement, the Company will issue 1,000,000
shares of its Convertible Preferred Stock which will be convertible into an
aggregate of approximately 194,305,800 shares of the Common Stock of the Company
to the Sellers and/or their designees for their entire interest in Fairford (the
"Exchange"). Assuming conversion, on a fully diluted basis, the Sellers and/or
their designees will own approximately 97.5% of the Company's issued and
outstanding Common Stock after giving effect to the Exchange. The Company's
Board of Directors has approved the Agreement.
The closing date for the Agreement ("the Closing") will be approximately
May 3, 2004, subject to the conclusion of the 10-day period (the "10-day
Period") that will follow the date on which this Schedule 14(f)-1 was filed with
the Commission and transmitted to the Company's stockholders of record. The
10-day Period is expected to conclude as of May 3, 2004.
The Closing is also subject to the fulfillment and satisfaction of certain
terms and conditions including but not limited to the satisfactory due diligence
by each party, the receipt by the Company of an opinion of PRC counsel with
respect to the legal status including organization, capitalization and
regulatory and governmental compliance by both Fairford and Ruili as well an
undertaking by the Sellers to comply with Rule 14(c) of the Exchange Act to
amend the Company's Articles of Incorporation to increase the number of shares
of common stock the Company is authorized to issue; to affect a 1-for-15 reverse
stock split; to affect a change in the Company's name to "SORL Auto Parts, Inc."
or such other name as management determines and within ten (10) days after the
Closing to add independent directors and to create both an audit as well as a
compensation committee in order to fulfill corporate governance standards.
Under the terms of the Agreement, also referred to herein as the
"Transaction," and subject to the 10-day Period, the Company will appoint
certain of Fairford's management to the Company's Board of Directors and as
officers. Concurrently with the Closing, the Company's director and officer will
resign his positions and new officers and directors will be appointed.
CHANGE IN CONTROL
As part of the Transaction, following the conclusion of the 10-day Period
and the successful Closing of the Transaction, the following changes to the
Company's directors and officers will occur:
o Kevin R. Keating will resign as the Company's President and Chief
Financial Officer effective as of the Closing.
o Mr. Xiao Ping Zhang will be appointed as the Company's Chief
Executive Officer as of the Closing.
o Mr. Xiao Feng Zhang will be appointed as the Company's Chief
Operating Officer as of the Closing.
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o Mr. Zong Yun Zhou will be appointed as the Company's Chief Financial
Officer as of the Closing.
o Mr. Xiao Ping Zhang, Mr. Xiao Feng Zhang, and Mr. Guang Kang Chang
will all be appointed as directors of the Company, subject to the
10-day Period and the successful Closing of the Transaction.
Concurrently with the Closing, the principal executive offices of the
Company will move to No.1169 Yumeng Rd., Ruian Economic Development Zone, Ruian
City, Zhejiang Province, People's Republic of China. Its new telephone number
will be 86 755664 1103.
No action is required by our stockholders in connection with the change in
management. However, Section 14(f) of the Exchange Act and Rule 14(f)(1)
requires us to mail the information set forth in this Information Statement to
our stockholders at least 10 days before the date a change in a majority of the
Company's directors occurs.
INFORMATION REGARDING THE COMPANY
Please read this Information Statement carefully. It describes the general
terms of the Transaction and contains certain biographical and other information
concerning the executive officers and directors after the Closing of the
Transaction. Additional information about the Agreement will be contained in the
Company's Current Report on Form 8-K, which is anticipated to be filed with the
Commission regarding the Transaction. All Company filings and exhibits thereto,
may be inspected without charge at the public reference section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or obtained on the
Commission's website at www.sec.gov.
PRINCIPAL STOCKHOLDERS AND HOLDINGS OF MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Common Stock, as of April 19, 2004
(preceding the Closing of the Transaction), by (a) each beneficial owner of more
than five percent of the Common Stock; (b) each of the Company's directors; and
(c) all of the Company's directors and executive officers as a group. Except as
otherwise indicated, each person has sole voting and investment power with
respect to all shares shown as beneficially owned, subject to community property
laws where applicable.
- ----------------------------------------------------------------------------------------------------------------
Title of Class Name of Beneficial Owner Amount and Nature of Beneficial Owner Percent of Class
- ----------------------------------------------------------------------------------------------------------------
Common Stock Kevin R. Keating 410,000 shares; President, Chief 8.2%
936A Beachland Blvd., Suite 13 Financial Officer, Director
Vero Beach, FL 32963
- ----------------------------------------------------------------------------------------------------------------
Common Stock Keating Reverse Merger Fund, LLC 4,002,700 shares 80.3%
5251 DTC Parkway, Suite 1090
Greenwood Village, CO 80111
- ----------------------------------------------------------------------------------------------------------------
Common Stock All directors and named 410,000 shares 8.2%
executive officers as a group
(1 person)
- ----------------------------------------------------------------------------------------------------------------
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The Company believes that all persons have full voting and investment
power with respect to the shares. Under the rules of the Commission, a person
(or group of persons) is deemed to be a "beneficial owner" of a security if he
or she, directly or indirectly, has or shares a power to vote or to direct the
voting of such security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security, which the person has the right to acquire
within 60 days, such as warrants or options to purchase shares of Common Stock.
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Common Stock, immediately following
the closing of the Transaction and assuming issuance of the Company's
Convertible Preferred Common Stock and its conversion to Common Stock, subject
to the satisfaction of the conditions to Closing, by (a) each beneficial owner
of more than five percent of the Common Stock; (b) each of the Company's
directors; and (c) all of the Company's directors and executive officers as a
group. Except as otherwise indicated, each person has sole voting and investment
power with respect to all shares shown as beneficially owned, subject to
community property laws where applicable.
- ------------------------------------------------------------------------------------------------------------
Name and Address of Beneficial Owner Number of Company Convertible into Company Percent of Class
Preferred Shares Common Shares (2)
- ------------------------------------------------------------------------------------------------------------
Xiao Ping Zhang (1) 701,538 136,312,992 66.4%
- ------------------------------------------------------------------------------------------------------------
Xiao Feng Zhang (1) 87,692 17,039,124 8.5%
- ------------------------------------------------------------------------------------------------------------
Shuping Chi (1) 87 692 17,039,124 8.5%
- ------------------------------------------------------------------------------------------------------------
Zong Yun Zhou (1) 0 0 0%
- ------------------------------------------------------------------------------------------------------------
Guang Kang Chang (1) 0 0 0%
- ------------------------------------------------------------------------------------------------------------
All officers and directors as a group (4) 789,230 153,352,116 74.9%
- ------------------------------------------------------------------------------------------------------------
- ----------
(1) Ruili Industry Area, No. 1169 Yumeng Rd., Ruian Economic Development Zone,
Ruian City, Zhejiang Province, People's Republic of China
(2) Assuming conversion of all shares of Convertible Preferred Stock to shares
of Common Stock.
Beneficial ownership is determined in accordance with the rules of the
Commission generally includes voting or investment power with respect to
securities. In accordance with Commission rules, shares of Common Stock that may
be acquired upon exercise of stock options or warrants which are currently
exercisable or which become exercisable within 60 days of the date of the table
are deemed beneficially owned by the optionees. Subject to community property
laws, where applicable, the persons or entities named in the table above have
sole voting and investment power with respect to all shares of the Common Stock
indicated as beneficially owned by them.
DIRECTORS AND EXECUTIVE OFFICERS
The Company anticipates that, after the closing of the Transaction, there
will be certain changes in the composition of directors and executive officers.
The new directors will serve as directors through the current term until they
are re-elected or new directors are elected pursuant to the Company's
certificate of incorporation, by-laws and applicable law.
The following tables set forth information regarding the Company's current
executive officers and directors and the proposed executive officers and
directors of the Company:
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Current Executive Officers and Directors:
- --------------------------------------------------------------------------------
Name Age Position
- --------------------------------------------------------------------------------
Kevin R. Keating 64 Chief Executive Officer, Chief Financial Officer
and Director
- --------------------------------------------------------------------------------
Proposed Executive Officers and Board of Directors after the Conclusion of the
10-day Period and the Closing:
- --------------------------------------------------------------------------------
Name Age Position
- --------------------------------------------------------------------------------
Xiao Ping Zhang 42 Chairman of the Board, CEO
- --------------------------------------------------------------------------------
Xiao Feng Zhang 37 Chief Operating Officer and Director
- --------------------------------------------------------------------------------
Zong Yun Zhou 50 Chief Financial Officer
- --------------------------------------------------------------------------------
Guang Kang Chang 39 Director
- --------------------------------------------------------------------------------
Xiao Ping Zhang - Chairman of the Board of Directors and CEO
January 1990 to March 2004 - Chairman of Ruili Group Corporation, Ltd.
March 2004 to Present - Chairman and CEO - Fairford Holdings, Ltd.
Xiao Feng Zhang - Chief Operating Officer and Director
January 1990 to March 2004 - Vice President of Sales, Ruili Group
Corporation, Ltd. March 2004 to Present - Chief Operating Officer -
Fairford Holdings, Ltd.
Zong Yun Zhou - Chief Financial Officer
January 1996 to April 2002 - Head of Auditing Department of Anhui
Province, P.R. China. April 2002 to March 2004 - Chief Financial
Officer of Shanghai Huhao Autoparts Manufacturing Company Limited, a
joint venture between Ruili Group Corporation, Ltd. and Shanghai Auto
Group. March 2004 to Present - Chief Financial Officer - Fairford
Holdings, Ltd.
Guang Kang Chang- Director
January 1998 to Present - General Manager of Tanwan Taipei JieXiangHao
Enterprise Company Limited
Committees
The Company has no standing audit, nominating or compensation committee of
the Board but, within ten (10) days of the Closing of the Transaction, has
undertaken to form such committees.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers,
directors, and persons who beneficially own more than 10% of the Common Stock to
file reports of ownership and changes in ownership with the Commission. These
reporting persons also are required to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on the Company's review of these
reports or written representations from certain reporting persons, the Company
believes that during the fiscal year ended January 31, 2004, all filing
requirements applicable to the Company's officers, directors,
greater-than-ten-percent beneficial owners and other persons subject to Section
16(a) of the Exchange Act were met.
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EXECUTIVE COMPENSATION
During the period from November 2003 to the year ended January 31, 2004,
Mr. Keating received no compensation in connection with his services to the
Company. Please refer to the Company's filing pursuant to Section 14(f) dated
November 24, 2003 for information regarding compensation paid to former officers
and directors.
Compensation of Directors. Our directors are not paid cash compensation.
Stock Option Grants. No stock options were granted to any of the Company's
directors and officers during the Company's most recent fiscal year ended
January 31, 2004.
Outstanding Stock Options. The Company has no stock option plan in place,
nor has the Company granted any stock options or has any outstanding stock
options. Accordingly, the Company's officers and directors do not hold any
options to purchase shares of Common Stock.
Compensation of Directors. The Company's directors do not receive cash
compensation for their services as directors or members of committees of the
Board.
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which purchasers, any
director, officer, or any owner of record or beneficial owner of more than five
percent of any class of voting securities of the Company, or any affiliate of
purchaser, or of any such director, officer, affiliate of the Company, or
security holder, is a party adverse to Company or has a material interest
adverse to the Company.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE ENCHANTED VILLAGE, INC.
By: /s/ Kevin R. Keating
-------------------------------------
Kevin R. Keating
President and Sole Director
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