SEC Info - Restructuring Acquisition Corp - ‘PRES14C’ for 5/31/96

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Restructuring Acquisition Corp – ‘PRES14C’ for 5/31/96

As of: Friday, 5/24/96 · For: 5/31/96 · Accession #: 921895-96-178 · File #: 0-23740

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/24/96  Restructuring Acquisition Corp    PRES14C     5/31/96    1:39K                                    Olshan Frome Wolosky LLP

Preliminary Proxy Information Statement — Special Meeting — Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14C     Information Statement                                 17     64K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Stockholders' Continuing Liability
1	1st Page - Filing Submission
6	Stockholders' Continuing Liability

PRES14C 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 RESTRUCTURING ACQUISITION CORPORATION
555 MADISON AVENUE
NEW YORK, NEW YORK 10022

INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
 SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 14C-2
 THEREUNDER.

------------------------------------

------------------------------------

         This Information  Statement is being mailed on or about May __, 1996 to
the holders (the  "Stockholders") of the Common Stock, $.001 par value per share
("Common  Stock"),  of  Restructuring  Acquisition   Corporation.,   a  Delaware
corporation  ("RAC" or the  "Company"),  in connection  with the approval of the
Plan of  Dissolution,  Complete  Liquidation  and  Termination of Existence (the
"Plan" or the "Plan of  Dissolution")  of the Company  substantially in the form
attached  as annex A hereto.  As of May 31,  1996 of the  [1,995,000]  shares of
Common Stock outstanding, [____________] (or ___%) delivered written consents to
the Company approving the Plan of Dissolution. Since the Plan of Dissolution has
been approved by the holders of the required  majority of the Common  Stock,  no
proxies are being solicited with this Information Statement.                    

         The  Company  has asked  brokers  and other  custodians,  nominees  and
fiduciaries to forward this  Information  Statement to the beneficial  owners of
the  shares  held of record by such  persons  and will  reimburse  out-of-pocket
expenses incurred in forwarding such material.                                  

         The Board of Directors  has fixed the close of business on May 31, 1996
as the record date for the  determination  of  Stockholders  who are entitled to
receive this Information Statement.                                             

         This  Information  Statement  is  required  by  Section  14(c)  of  the
Securities  Exchange  Act of  1934,  as  amended,  and  Rule  14c-2  promulgated
thereunder.  You are urged to read this Information Statement carefully. You are
not, however, required to take any action.                                      

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 REQUESTED NOT TO SEND THE
COMPANY A PROXY.

PRES14C 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
 GENERAL

THE COMPANY                                                                     

         RAC is a Specified Purpose Acquisition  Company ("SPAC"),  incorporated
under the laws of the State of Delaware on May 14, 1993,  the objective of which
was to acquire an  operating  business  which  requires a  restructuring  of its
balance  sheet  to  continue  or  expand  its  business  operations   ("Business
Combination").                                                                  

         The  Company  was to  proceed  with a  Business  Combination  only if a
majority  of all of the  outstanding  shares  of RAC were  voted in favor of the
Business Combination.  Additionally,  if 20% or more in interest of Stockholders
of RAC (excluding, for this purpose, the Initial Stockholders) voted against the
Business  Combination,  RAC would not be permitted to  consummate  such Business
Combination.                                                                    

         On May 10, 1996, a Special Meeting of Stockholders  was called in which
the Company's Stockholders voted against an Amended and Restated  Implementation
Agreement  and  Plan of  Merger  and  Acquisition  between  the  Company,  Media
Technology Corporation,  Ltd. ("Mediatech"),  Mediatech Holdings, Ltd. and Media
Technology  Corporation Ltd. In the Proxy Statement delivered to Stockholders in
connection with the Agreement, the Stockholders of RAC were notified that if RAC
did not  consummate  a  Business  Combination  by May 12,  1996,  RAC  would  be
dissolved   pursuant  to  the  RAC  Certificate  of   Incorporation   (the  "BAC
Certificate")  and  would  distribute  to  all of its  Public  Stockholders,  in
proportion to their ownership of RAC Common Stock, an amount equal to the amount
in the Trust Fund (as defined below).                                           

The Company's principal executive offices are located at 555  
Madison Avenue, 17th Floor, New York, New York 10022.  Its                      
telephone number is 212-838-4173.                                               

REASONS FOR THE DISSOLUTION                                                     

         The Company's  certificate  of  incorporation  (the "RAC  Certificate")
limits  the  duration  in which the  Company  is able to  consummate  a Business
Combination.  The RAC  Certificate  provides  that if RAC does not  consummate a
Business  Combination  within 18 months  from the  consummation  of its  initial
public offering ("IPO") or November 12, 1995, or 24 months from the consummation
of the IPO or May 12, 1996 if certain  extension  criteria have been  satisfied,
the officers of the Company are required to take all actions so that the Company
would  be  dissolved  and  would  distribute  to  all  Public  Stockholders,  in
proportion to their  respective  equity interests in RAC, an aggregate sum equal
to approximately [$ ].                                                          

         Since the Company was unable to  consummate a Business  Combination  by
May 12, 1996, the RAC Board of Directors adopted a                              

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PRES14C 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
resolution to dissolve the Company in accordance  with the RAC  Certificate.  In
addition,  in reaching  its  conclusion  to  liquidate,  the Board of  Directors
considered a number of other factors,  including the ongoing  accounting,  legal
and other  expenses  that would be incurred by the  Company in  maintaining  its
existence  as a public  company.  The Initial  Stockholders  have  waived  their
respective rights to participate in any liquidation distribution.  Therefore, at
May  31,  1996,  upon   liquidation,   the  Public   Stockholders  will  receive
approximately  $[__________________] or $[____] per RAC Share held by the Public
Stockholders.   The  Public   Stockholders  will  not  receive  any  liquidation
distribution with respect to any Warrants owned by them.                        

REQUIRED VOTE                                                                   

         Pursuant to Delaware  law,  the RAC  Certificate  and the bylaws of RAC
(the "RAC Bylaws"),  the affirmative  vote of the holders of at least a majority
of the outstanding  shares of RAC Common Stock was necessary to approve the Plan
of  Dissolution.  The written consent by a majority of stockholders is permitted
as a substitute for a meeting of  stockholders.  As of May __, 1996, the Company
obtained  the written  consent of  _________  shares,  representing  ___% of the
outstanding shares at such date.  Accordingly,  the Plan of Dissolution has been
duly adopted by the RAC Stockholders.                                           

DESCRIPTION OF THE PLAN                                                         

PROVISION FOR LIABILITIES; LIQUIDATING DISTRIBUTIONS          

                  The Plan provides for the complete liquidation and dissolution
of the  Company  in  accordance  with the  provisions  of the  Delaware  General
Corporation Law (the "DGCL"). Prior to making any distributions to stockholders,
the Company is required to pay, or make reasonable  provision to pay, all claims
and obligations of the Company, including contingent,  conditional and unmatured
claims  known to the Company.  Following  the payment or the  provision  for the
payment of the Company's claims and  obligations,  the Plan provides for the pro
rata  distribution  of  the  Company's  remaining  property  and  assets  to the
stockholders of the Company. The Plan provides that the timing and amount of any
distributions will be determined by the Board of Directors in its discretion and
that the remaining  property and assets of the Company may be distributed all at
once or in a series of distributions.                                           

                  As of the date of this Information  Statement,  the Company is
not aware of any material claims,  obligations or other  liabilities to which it
is subject.  The Company  does not plan to satisfy  all of its  liabilities  and
obligations prior to making distributions to stockholders.  Instead, the Company
will  establish a contingency  reserve in an amount which the Board of Directors
reasonably determines will be adequate to satisfy any contingent  obligations of
the Company in connection with its                                              

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PRES14C 4th Page of 17 TOC 1st Previous Next ↓Bottom Just 4th
pending  litigation  matters and any other  liabilities  or  obligations  of the
Company.  The Board of Directors  estimates  that the amount of the  contingency
reserve will be _________ (consisting of cash).                                 

         Following  the  liquidating  distribution,  the  Company's  assets will
consist  of the cash and  other  assets,  if any,  retained  in the  contingency
reserve. Any amounts in the contingency reserve which are not applied to satisfy
claims, obligations or expenses of the Company ultimately will be distributed to
stockholders.  The  Board of  Directors  does not  believe  that  there  will be
sufficient  funds to cover  any  such  distributions.  The  Company  intends  to
establish  the  contingency  reserve in an amount  sufficient to provide for all
obligations and liabilities of the Company,  including  contingent  obligations.
However,  there  can be no  assurance  that  the  contingency  reserve  will  be
sufficient to satisfy all such obligations and liabilities. If the amount of the
reserve  is not  sufficient,  stockholders  may be  required  to return all or a
portion  of the  liquidating  distributions  made to  them.  See  "Stockholders'
Continuing Liability."                                                          

SURRENDER OF STOCK CERTIFICATES                               

                  As a condition  to the receipt of any  distribution  under the
Plan,  stockholders will be required to surrender their certificates  evidencing
Common Stock to the Company or its agent for  cancellation.  If a  stockholder's
certificate evidencing the Common Stock has been lost, stolen or destroyed,  the
stockholder may be required to furnish the Company with satisfactory evidence of
the loss,  theft or  destruction  thereof,  together with a surety bond or other
indemnity,  as a  condition  to the receipt of any  distribution.  Distributions
under the Plan will be in complete  redemption  and  cancellation  of all of the
outstanding Common Stock.                                                       

                  Once  the  Board  of  Directors  determines  the date on which
stockholders  should  surrender  their  certificates,  the Company  will cause a
notice and transmittal  form to be sent to  stockholders,  which will advise the
stockholders  of the procedures to be followed for the surrender of certificates
representing shares of Common Stock.  Stockholders should not submit their stock
certificates to the Company or its transfer agent before receiving  instructions
to do so.                                                                       

AMENDMENTS AND MODIFICATIONS; ABANDONMENT                     

                  Notwithstanding  the  adoption  of the  Plan by the  Company's
stockholders, the Board of Directors, in its discretion, may amend or modify the
Plan without further  stockholder  approval to the extent permitted by the DGCL.
However, if the Board of Directors determines that any amendment or modification
would materially and adversely  affect the interests of stockholders,  the Board
of Directors will submit the amendment or modification to the  stockholders  for
their approval.                                                                 

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PRES14C 5th Page of 17 TOC 1st Previous Next ↓Bottom Just 5th
LIQUIDATING TRUST                                             

                  If advisable  for any reason to complete the  liquidation  and
distribution of the Company's assets to its stockholders, the Board of Directors
at any time may  transfer to a  liquidating  trust the  remaining  assets of the
Company.  The trust thereupon would succeed to all of the then remaining  assets
and liabilities of the Company. The sole purpose of a liquidating trust would be
to complete the liquidation of the Company as contemplated by the Plan. The Plan
authorizes  the  Board  of  Directors  to  appoint  one or more  individuals  or
corporate  persons to act as the  trustee or  trustees of the trust and to cause
the  Company to enter into a  liquidating  trust  agreement  with the trustee or
trustees  on such  terms  and  conditions  a may be  approved  by the  Board  of
Directors.  Adoption  of the  Plan  by the  stockholders  also  will  constitute
approval by the  stockholders  of any such  appointment  and  liquidating  trust
agreement.                                                                      

                  The Company has no present  plan to use a  liquidating  trust,
but the Board of Directors  believes the  flexibility  provided by the Plan with
respect to the liquidating trust to be advisable.                               

PROCEDURES FOR DISSOLUTION                                                      

                  Pursuant  to the DGCL,  following  adoption of the Plan by the
stockholders  of the Company,  the Company will file with the Secretary of State
of the State of Delaware a certificate of  dissolution.  The  dissolution of the
Company will become  effective,  in accordance with the DGCL, upon proper filing
of the certificate of dissolution with the Secretary of State or upon such later
date as may be specified in the  certificate.  The Board of Directors  currently
anticipates  that  the  certificate  of  dissolution  will be filed  and  become
effective promptly following the approval of the Plan by stockholders.          

                  Pursuant to the DGCL,  the Company will  continue to exist for
three years after the dissolution becomes effective or for such longer period as
the Delaware Court of Chancery  shall direct for the purpose of prosecuting  and
defending suits,  whether civil,  criminal or administrative,  by or against it,
and enabling the Company gradually to settle and close its business,  to dispose
of and convey its property,  to discharge its  liabilities  and to distribute to
stockholders  any remaining  assets,  but not for the purpose of continuing  the
businesses for which the Company was organized.                                 

MANAGEMENT OF THE COMPANY FOLLOWING ADOPTION OF THE PLAN                        

                  It is anticipated  that the present  directors and officers of
the Company will continue to serve in such capacities  following the adoption of
the Plan.  After the  certificate of dissolution is filed,  the Company does not
intend to hold any  further  annual  meetings  of  stockholders.  Directors  and
officers                                                                        

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PRES14C 6th Page of 17 TOC 1st Previous Next ↓Bottom Just 6th
currently  in office will  continue in office  until a successor is duly elected
and qualified or until their resignation or removal.  The Plan provides that, in
the event of the resignation or removal of a director or officer,  the remaining
directors,  or,  if there are  none,  the  remaining  officers,  shall  have the
authority to fill the vacancy or vacancies created.                             

                  Following  the adoption of the Plan by the  stockholders,  the
Company's  activities  will be limited to winding up its affairs and taking such
actions as may be necessary  to preserve  the value of its assets.  The Board of
Directors and, if authorized by the directors, the officers of the Company, will
have the authority to do or authorize  any and all acts and things  provided for
in the Plan and any and all further acts and things they may consider  necessary
or desirable to carry out the purposes of the Plan.                             

                  Following the adoption of the Plan,  the Company will continue
to indemnify its directors,  officers,  employees and agents in accordance  with
its  certificate  of  incorporation,  bylaws and  contractual  arrangements  for
actions taken in connection with the  implementation of the Plan and the winding
up of the affairs of the Company.  The Plan authorizes the Board of Directors to
obtain and maintain  such  insurance as may be necessary to cover the  Company's
indemnification obligations.                                                    

RECORD DATE; EFFECT ON LISTING AND TRADING OF THE COMMON STOCK                  

                  If the Plan is approved by stockholders,  promptly  thereafter
the Board of  Directors  intends to  designate a record date (the "Final  Record
Date") for the purpose of determining the  stockholders  entitled to receive the
initial  liquidating  distribution and such other  liquidating  distributions as
thereafter may be made by the Company.  All  liquidating  distributions  will be
made pro rata to  stockholders of record on the Final Record Date based on their
respective stockholdings on the Final Record Date.                              

                  The Common Stock  currently is traded  through the  electronic
OTC Bulletin Board Service of the National  Association  of Securities  Dealers,
Inc. The Company  intends to close its stock  transfer books on the Final Record
Date  and at such  time  cease  recording  stock  transfers  and  issuing  stock
certificates  (other than replacement  certificates  and certificates  issued to
reflect transfers by will,  intestate succession or operation of law). It is not
expected that trading of the Common Stock will continue through the OTC Bulletin
Board  Service.  Accordingly,  no  further  trading of the  Company's  shares is
expected to occur after the Final Record Date.                                  

STOCKHOLDERS' CONTINUING LIABILITY                                              

                  The Plan contemplates that liquidating  distributions  will be
made to stockholders only to the extent of distributable                        

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assets  over a reserve  for the  obligations  and  liabilities  of the  Company.
However,  in the event a court were to determine  that the Company failed to pay
or make  adequate  provision  for its  liabilities  and  obligations  prior to a
liquidating  distribution,  a creditor of the Company  could seek an  injunction
against the making of any  distributions  under the Plan on the grounds that the
amounts  to be  distributed  were  needed  to  provide  for the  payment  of the
Company's liabilities and obligations.  In addition,  pursuant to Section 282 of
the DGCL,  after a liquidation  distribution  is made, the  stockholders  of the
Company may be held  personally  liable for the payment of any claim against the
Company which it is unable to satisfy,  but such  personal  liability by statute
cannot exceed the lesser of the stockholders' pro rata share of the claim or the
amount distributed to such stockholder pursuant to the Plan.                    

                  In  order  to  avoid  any  such   liability  on  the  part  of
stockholders,  the Company intends to establish a contingency  reserve that will
adequately  provide for the payment of all  liabilities  and  obligations of the
Company.  However,  it is  possible  that the  Company  may not  anticipate  all
possible  liabilities  and that, if the amount of such  liabilities  exceeds the
contingency reserve, the stockholders of the Company may have to return all or a
portion of the liquidating distributions made to them.                          

STOCKHOLDER REJECTION OF THE PLAN                                               

                  If the  stockholders  reject the Plan at the Special  Meeting,
the Board of Directors will explore the  alternatives  available to the Company.
Such  alternatives  could  include a further  attempt to locate a business  that
might be  interested  in  engaging in a merger or similar  transaction  with the
Company and the  resubmission of a plan of complete  liquidation and dissolution
to the Company's stockholders.  The Board of Directors currently is not aware of
any alternative business opportunities for the Company.  Unless the Company were
to merge with or otherwise acquire an operating  business,  the Company's assets
would continue to consist primarily of cash and short-term investments,  and the
Company  could be  required to register  as an  "investment  company"  under the
Investment  Company Act of 1940. As long as the Company  continues in existence,
the Company will be required to incur accounting, legal and other administrative
costs which will be paid from its remaining assets.                             

NO APPRAISAL RIGHTS                                                             

                  Under  Delaware  law,  stockholders  of the  Company  are  not
entitled to appraisal rights or similar  dissenters' rights for shares of Common
Stock in connection with the transactions contemplated by the Plan.             

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REGULATORY APPROVALS                                                            

                  The  Company  is  not  aware  of  any  material   governmental
approvals that are required for the implementation and consummation of the Plan.

FEDERAL INCOME TAX CONSEQUENCES                                                 

GENERAL                                                       

                  The following  discussion is a general  summary of the federal
income tax consequences that will result from the liquidation of the Company and
the  distribution  of its  assets to its  stockholders.  This  summary  does not
discuss  all  aspects of  federal  income  taxation  that may be  relevant  to a
particular  stockholder  or to  certain  types of  persons  subject  to  special
treatment under federal income tax laws (for example,  life insurance companies,
tax-exempt  organizations  or financial  institutions)  and does not discuss any
aspects  of  state,  local or  foreign  tax laws  which may be  applicable  to a
particular stockholder.  Distributions pursuant to the Plan may occur at various
times and in more than one tax year.  No  assurances  can be given  that the tax
treatment  described herein will continue to apply unchanged at the time of such
distributions.                                                                  

                  This summary is not  intended as a substitute  for careful tax
planning,  particularly  because certain of the tax consequences of the Plan may
not be the same for all  stockholders.  Stockholders  are urged to consult their
personal tax advisors with specific reference to their own tax situation.       

CONSEQUENCES TO THE COMPANY                                   

                  The Company  will  continue to be subject to income tax on its
taxable  income  until it  completes  the  distribution  of all of its assets to
stockholders.   Upon  any  distribution  by  the  Company  of  property  to  its
stockholders,  the  Company  generally  will  recognize  gain or loss as if such
property were sold to the  stockholders  at its fair market  value.  The Company
does not  anticipate  that it will  distribute to  stockholders  any property on
which it would recognize gain or loss.                                          

CONSEQUENCES TO STOCKHOLDERS                                  

                  On receipt of liquidating distributions from the Company, each
stockholder will recognize gain or loss equal to the difference  between (i) the
sum  of the  amount  of  cash  and  the  fair  market  value  (at  the  time  of
distribution)  of any  property  distributed  to the  stockholder,  and (ii) the
stockholder's tax basis in his or her shares in the Company. A stockholder's tax
basis  in  his  or  her  shares  depends  on  various  factors,   including  the
stockholder's  cost and method of acquisition of such shares, and the amount and
nature of any  distributions  the  stockholder  previously has received from the
Company with respect to such                                                    

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shares.  Gain or loss  recognized by a stockholder  will be capital gain or loss
provided the shares are held as capital assets. A stockholder's  capital gain or
loss on  receiving  liquidating  distributions  will be long-term if the holding
period for such  shares is more than one year,  and  short-term  if the  holding
period is one year or less.                                                     

                  A stockholder's gain or loss will be computed on a "per share"
basis, so that each stockholder must allocate liquidating distributions from the
Company  equally to each share of the stock of the Company  which he or she owns
and compare such allocated portion of the liquidating  distributions with his or
her tax basis in such share,  to calculate  the gain or loss for such share.  If
the Company pays the liquidating distributions in installments, each stockholder
must  first  recover  his or her basis in the  shares  owned by the  stockholder
against  the  value  of  the  distributions  which  he or  she  receives  before
recognizing   any  gain  or  loss.   Thus,  if  the  Company  pays   liquidating
distributions  to  its  stockholders  in  installments,  each  stockholder  will
recognize gain on an installment  only to the extent that the aggregate value of
such installment,  and all prior installments he or she received with respect to
a share,  exceeds  the tax basis in that share,  and will  recognize a loss with
respect to a share only when he or she has received the final  installment,  and
then  only if the  aggregate  value of the  liquidating  distributions  from the
Company with respect to the share is less than the tax basis in the share.      

                  The Company  expects that all  distributions  to  stockholders
will be made in  cash.  If the  Company  makes  a  liquidating  distribution  of
property to a stockholder,  the  stockholder's tax basis in the property will be
its fair market value at the time of  distribution,  and the holding  period for
the property will begin at the time of distribution.                            

LIQUIDATING TRUST                                                               

                  If the Company  transfers its assets to a  liquidating  trust,
the  stockholders  will be treated for tax purposes as having received their pro
rata share of such assets when the  transfer  occurs.  The amount of the taxable
distribution to the  stockholders on the transfer of the Company's assets to the
liquidating  trust  will  be  reduced  by  the  amount  of the  Company's  known
liabilities  which the  liquidating  trust assumes or to which such  transferred
assets are subject.  The liquidating  trust itself generally will not be subject
to tax, and, after the formation of the liquidating trust, each stockholder will
take into account for federal  income tax purposes his or her allocable  portion
of any income,  gain,  deduction or loss which the liquidating trust recognizes.
Distributions of assets by the liquidating trust to the stockholders will not be
taxable to them. Each  stockholder  should be aware that he or she may be liable
for tax as a result of the transfer of assets by the Company to the  liquidating
trust and the ongoing operations of                                             

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the liquidating  trust,  even if the  liquidating  trust has not made any actual
distributions to stockholders  with which to pay such tax. The Company currently
does not intend to transfer its assets to a liquidating trust.                  

STATE AND LOCAL INCOME TAX                                                      

                  Stockholders  also may be  subject  to state and local  taxes.
Stockholders should consult their tax advisors regarding the state and local tax
consequences of the Plan.                                                       

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF RAC

         RAC is SPAC,  incorporated  under the laws of the State of  Delaware on
May 14, 1993,  the objective of which is to acquire an operating  business which
requires a restructuring of its balance sheet to continue or expand its business
operations.                                                                     

         In  July  1993,  RAC  consummated  a  bridge   financing  (the  "Bridge
Financing") in order to pay certain  organizational  expenses,  the costs of the
Bridge  Financing  and certain  costs of the IPO.  Six  investors  in the Bridge
Financing  loaned an  aggregate  of $150,000  to RAC and were issued  promissory
notes in that amount,  bearing interest at the rate of 10% per annum and payable
at the consummation of the IPO.                                                 

         The IPO was consummated on May 12, 1994 and May 27, 1994 and raised net
proceeds of  approximately  $8,530,000  after  payment of offering  expenses and
repayment of the Bridge Financing promissory notes and interest.                

         RAC's  management  has broad  discretion  with  respect to the specific
application of the net proceeds of the offering,  although  substantially all of
the net  proceeds are intended to be generally  applied  toward  consummating  a
Business  Combination with an operating  business which requires a restructuring
of its balance sheet to expand or continue its operations. A majority of the net
proceeds of  [$___________]  are held in the Trust Fund until the earlier of (i)
the consummation of a Business Combination or (ii) liquidation of RAC. The Trust
Fund indenture limits investments to U.S. Government securities with maturity of
180 days or less.  The  remaining  proceeds are being used to pay for  business,
legal and accounting due diligence on prospective  acquisitions,  and continuing
general and administrative expenses in addition to other expenses.              

         Substantially  all of RAC's  working  capital  needs  subsequent to the
offering were attributable to the identification,  evaluation and selection of a
suitable target business and, thereafter, to structure, negotiate and consummate
a business combination with such target business.                               

         Since its inception,  RAC has sought a prospective  Target Business and
in so doing  has  incurred  total  expenses  of  $416,324.  These  expenses  are
primarily  attributable  to  office  service  expenses  of  $100,000,  insurance
expenses of $75,000, state franchise and other taxes of $73,734 and professional
fees of $36,223. See "Financial Statements of RAC."                             

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 PRINCIPAL STOCKHOLDERS AND SECURITY
OWNERSHIP OF MANAGEMENT OF RAC

         The following table sets forth certain information regarding beneficial
ownership  of the shares of Common  Stock of RAC as of  February  1, 1996 unless
otherwise noted, by (i) each stockholder known by RAC to be the beneficial owner
of more than 5% of the outstanding  Common Stock,  (ii) each director of RAC and
(iii) all  directors  and  executive  officers as a group.  Except as  otherwise
indicated, RAC believes that the beneficial owners of the shares of Common Stock
listed  below,  based  on  information  furnished  by  such  owners,  have  sole
investment  and voting power with  respect to such shares,  subject to community
property laws where applicable.                                                 

                                                        [Enlarge/Download Table]

                                                           Number of Shares                         Percentage           
Name of Stockholder                                      Beneficially Owned(2)                  Beneficially Owned       
--------------------------------------------   --------------------------------------  ----------------------------------

                                                                                                                         
Steven M. Mizel(1)............................                273,750                              13.7%                 

Robert A. Arcoro..............................                 37,500                               1.8%                 

Steven Wolosky................................                 30,000                               1.5%                 

All Executive Officers                                                                                                   
and Directors as a group                                                                                                 
(3 persons)...................................                341,250                              17.1%                 

-----------------                                                               
(1)  The stockholder's  address is 555 Madison Avenue, 17th Floor, New York, New
York 10022.                                                           

(2)  The shares of Common Stock owned by all of the  foregoing  have been placed
     in escrow with Continental Stock Transfer & Trust Company, as escrow agent,
     until May 4, 1997.  During such escrow period such persons will not be able
     to sell or otherwise  transfer  their  respective  shares of Common  Stock,
     however  such  persons  will retain  voting  rights  with  respect to their
shares.                                                               

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INTEREST OF CERTAIN PERSONS IN THE DISSOLUTION

         In July 1993, RAC issued an aggregate of 500,000 shares of Common Stock
for an  aggregate  purchase  price of $500,  or $.001 per share,  to its Initial
Stockholders.  As of February 28, 1994, such stockholders contributed 125,000 of
such shares to the capital of RAC.                                              

         Walker  Street  has  agreed  that,  until the  acquisition  of a Target
Business,  it will make available to RAC a small amount of office space, as well
as certain office and secretarial  services, as may be required by RAC from time
to time. RAC has agreed to pay Walker Street $5,000 per month for such services,
commencing on the date of this  Prospectus.  Steven M. Mizel,  RAC's Chairman of
the Board,  President and Chief Executive  Officer,  is the sole  stockholder of
Walker Street. Management believes that the arrangement with Walker Street is on
terms at least as  favorable as would be available  from an  unaffiliated  third
party.                                                                          

         Other than the $5,000 per month  administrative  fee  payable to Walker
Street and legal fees  payable to Olshan  Grundman  Frome &  Rosenzweig  LLP, of
which Steven Wolosky, RAC's Vice President,  Secretary, Treasurer and a Director
is a partner, no compensation will be paid to any Initial Stockholder of RAC.   

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS                                                

         The  current  directors  and  executive  officers of the Company are as
follows:                                                                        

NAME                       AGE           POSITION                               
----                       ---           --------                               

Steven M. Mizel            56            Chairman of the Board, President       
                              and Chief Executive  Officer

Robert A. Arcoro           44            Executive Vice President and           
          Director

Steven Wolosky             40            Vice President, Treasurer,             
                        Secretary and Director

         Steven M. Mizel has been the Chairman of the Board, President and Chief
Executive  Officer of the Company  since its  inception.  Mr. Mizel founded and,
since May, 1990 has been Managing  General  Partner of,  Croyden  Associates,  a
financial  advisor  to  companies   undergoing   restructurings  and  bankruptcy
reorganizations.  He is also the sole  stockholder  of Walker Street  Investors,
Inc. ("Walker Street"), which provides general financial advisory services. From
1988 until 1990,  he was  President,  Chairman of the Board and Chief  Executive
Officer of  Kaufmann  Alsberg & Co.,  Inc.,  a member firm of the New York Stock
Exchange  which  invested  in  undervalued   companies,   companies   undergoing
bankruptcy  and out of court  reorganizations  and in  proprietary  transactions
consisting mainly of merger arbitrage                                           

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and convertible  arbitrage.  From 1985 until January, 1988, Mr. Mizel was Senior
Executive  Vice of MDC  Holdings  Inc.,  a New York Stock  Exchange  listed real
estate,  homebuilding and financial  services company.  From 1977 until 1988, he
held various  positions with Mizel Petro  Resources,  an oil and gas exploration
company which merged with MDC Holdings, Inc. in 1985, serving as its Chairman of
the Board and Chief  Executive  Officer from 1985 until 1988.  In addition,  Mr.
Mizel has played  significant roles on shareholder and bondholder  committees of
companies undergoing both in court and out of court  reorganizations.  Mr. Mizel
was a co-financial advisor to the unofficial preferred  shareholders'  committee
of  Harcourt  Brace  Jovanovich,  Inc.  during  its  reorganization  in 1992,  a
co-financial  advisor to the unofficial  bondholders'  committee of Businessland
Inc. during its acquisition by JWP Inc. in 1991, chairman of the official equity
committee of Basix Corporation  during its Chapter 11  reorganization  held from
1988 through 1990, chairman of the unofficial preferred  shareholders' committee
of Southland  Corporation  during its Chapter 11 reorganization  during 1990 and
1991,  and a member of the official  bondholders'  committee of each of Maxicare
Inc.  (1989-1990) and Sunshine Precious Metals (1991- 1992) during their Chapter
11 reorganizations.                                                             

         Robert A. Arcoro has been the Executive  Vice  President and a Director
of  the  Company  since  its  inception.  Mr.  Arcoro  is  President  of  Arkaid
Incorporated,  a financial  advisory  and real estate  consulting  firm which he
founded in July 1985 and which specializes in advising companies undergoing both
in-court  and  out-of-court  reorganizations.  Through  Arkaid,  Mr.  Arcoro has
advised the Fleet Financial Group in certain of their  investments with troubled
companies  and in the  Blackstone  Group on its  investments  with  real  estate
companies  which  are  seeking  to  restructure.  Mr.  Arcoro  has also  advised
Health-Tex Inc. in its corporate  reorganization resulting in a cessation of its
retail operations.  Prior to founding Arkaid, Mr. Arcoro was a vice president of
Manufacturers   Hanover  Trust  Company  where  he   participated  in  corporate
reorganizations.  Mr. Arcoro  received a B.B.A.  from Hofstra  University and an
M.B.A. from New York University.                                                

         Steven  Wolosky has been Vice  President,  Treasurer,  Secretary  and a
Director of the Company  since its  inception.  He has been a partner of the New
York City law firm of Olshan Grundman Frome & Rosenzweig since January 1987, and
has  practiced  law  since  1980.  Mr.  Wolosky's   current  practice   includes
restructurings  securities law,  corporate finance and mergers and acquisitions.
Mr. Wolosky is also Assistant Secretary of Wheeling-Pittsburgh Corp., a New York
Stock  Exchange  listed  company,  and a Director of Uniflex,  Inc., an American
Stock Exchange listed  company.  Mr. Wolosky is a member of the bar of the State
of New York and received a B.S. from  Brooklyn  College and a J.D. from Benjamin
N. Cardozo Law School.                                                          

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 Restructuring Acquisition Corporation
Proforma Liquidating Balance Sheet
 December 31, 1995
 (Unaudited)

ASSETS                          

US Government securities                                                        
deposited in trust funds                                              
and accrued interest                                                  
  thereon                                                        8,555,874
                                                                 =========

LIABILITIES AND STOCKHOLDERS'                         
EQUITY                          

Liquidating distribution to                                                     
stockholders                                                        8,555,874(1)
                                                                   ===========

Number of Common Shares                                                         
outstanding                                                         1,620,000(2)
                                                                   ===========

Liquidating value per share                                                     
at December 31, 1995                                                $    5.28   
                                                                 =========

(1)  Assumes that upon liquidation,  the US government securities deposited in a
     trust fund will be returned to  investors  with accrued  interest  thereon.
     This amount excludes cash and cash equivalents on hand at December 31, 1995
     which are expected to be used to settle  current and future  liabilities of
the company.                                                          

(2)  Includes only those shares issued in the public offering.                  

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MARKET PRICE INFORMATION

         Since  May  1994,  the RAC  Common  Stock  has been  listed  on the OTC
Bulletin Board. The following table sets forth, for the periods  indicated,  the
high and low reported  closing bids for RAC Common Stock, as reported on the OTC
Bulletin  Board.  The RAC Common  Stock  commenced  trading on May 4, 1994.  The
information  with  respect  to the  OTC  Bulletin  Board  reflects  inter-dealer
quotations  without  retail  mark-ups,  mark-downs  or  commissions  and may not
represent actual transactions.                                                  

                                                RAC Common Stock
                                                 OTC Electronic Bulletin Board
                                                 -----------------------------

                                               High          Low
1994:                                                                           
Second Quarter......................................   4 1/4          4         
Third Quarter.......................................   4 1/4          3 3/4     
Fourth Quarter......................................   4 1/4          3 5/8     

1995:                                                                           
First Quarter.......................................   4 1/2          3 5/8     
Second Quarter......................................   4 11/16        4         
Third Quarter.......................................   4 3/4          4         
Fourth Quarter......................................   4 13/14        4         

1996:                                                                           
First Quarter.......................................   5 1/16         4         
Second Quarter (through May                                                     
31, 1996)...........................................                            

         On May __, 1996 (the last trading day prior to the public  announcement
of the dissolution),  the high asked and low bid prices of the RAC Common Stock,
as  reported  on the OTC  Bulletin  Board were $[4 3/4] and $[4],  respectively.
Stockholders are urged to obtain current market quotations.                     

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PROPERTIES

         Walker  Street  Investors,   Inc.  (the  "Walker  Street"),  a  company
wholly-owned  by Steven M. Mizel,  RAC's Chairman of the Board,  Chief Executive
Officer  and  President,   has  agreed  that,  until  the  consummation  of  the
Dissolution,  it will make  available to RAC a small amount of office space,  as
well as certain office and secretarial  services, as may be required by RAC from
time to time.  RAC  pays  Walker  Street  a fee of  $5,000  per  month  for such
services.                                                                       

 LEGAL MATTERS

The Company is not a party to any legal proceeding.           

 EXPERTS

         The  financial  statements  of RAC as of December 31, 1995 and 1994 and
for each of the periods  then ended  included  herein  have been  audited by BDO
Seidman LLP,  independent public accountants,  as indicated in their report with
respect  thereto and are  incorporated  herein in reliance upon the authority of
said firm as experts in accounting and auditing.                                

 MISCELLANEOUS

                  If the Plan is approved by the stockholders,  the Company does
not intend to hold any future annual  meetings of  stockholders.  If the Plan is
not  approved  by the  stockholders,  or if,  after  its  approval,  the Plan is
abandoned by the Board of Directors,  the Company may hold one or more annual or
special meetings in the future. If any stockholder  desires to submit a proposal
to be included in the proxy materials for a future meeting of stockholders, such
proposal  must be  submitted  in  writing  to the  Secretary  of the  Company  a
reasonable time before the solicitation of proxies for such meeting is made.    

                  The  Board of  Directors  does not know of any  matters  to be
presented for  consideration  at the Special  Meeting other than as described in
the Proxy Statement. However, if any other matters are properly presented at the
meeting,  it is the  intention  of the  persons  named  as  proxies  to  vote in
accordance  with their  judgment on such  matters,  subject to  direction by the
Board of Directors.                                                             

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Dates Referenced Herein

		Referenced-On Page
This ‘PRES14C’ Filing	Date	First	Last	Other Filings

	5/4/97	12		None on these Dates
For Period End:	5/31/96	1	16
Filed on:	5/24/96
	5/12/96	2
	5/10/96	2
	2/1/96	12
	12/31/95	15	17
	11/12/95	2
	12/31/94	17
	5/27/94	11
	5/12/94	11
	5/4/94	16
	2/28/94	13
	5/14/93	2	11
				List all Filings

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Filing Submission 0000921895-96-000178 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Restructuring Acquisition Corp – ‘PRES14C’ for 5/31/96

As of: Friday, 5/24/96 · For: 5/31/96 · Accession #: 921895-96-178 · File #: 0-23740

Preliminary Proxy Information Statement — Special Meeting — Schedule 14CFiling Table of Contents

Document Table of Contents

Dates Referenced Herein

Preliminary Proxy Information Statement — Special Meeting — Schedule 14C
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