Torrent Energy Corp · SC 14F1 · Torrent Energy Corp · On 1/12/0

Filed On 1/12/0   ·   SEC File 5-43156   ·   Accession Number 859747-0-1

Statement re: Change in Majority of Directors   ·   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors          5     31K 

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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                 

5         

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 14F1 Filing		Date		First		Last			Other Filings
		3/16/92		2
		3/31/99		3					10-K
		4/21/99		3					8-K
		12/20/99		1		4			8-K
		12/25/99		3		4
		12/28/99		3
		12/31/99		3					10-Q
		1/11/0		1		5
Filed On / Filed As Of		1/12/0
		1/31/0		1
		1/7/1		4
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