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Torrent Energy Corp – ‘DEFA14A’ on 10/5/98

As of: Monday, 10/5/98 · Accession #: 859747-98-16 · File #: 0-19949

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

10/05/98  Torrent Energy Corp               DEFA14A                1:21K

Additional Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Additional Definitive Proxy Solicitation Material     11     37K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Purchaser Seller
1	1st Page - Filing Submission
10	Purchaser
"	Seller

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THE SOUTHSHORE CORPORATION              
10750 East Briarwood              
Englewood, Colorado  80112              

October 5, 1998               

Dear Shareholders:                                                              

As you may know, the Special Meeting of Shareholders of the           
Company has been adjourned from October 1, 1998 until November 12,              
1998.  One of the purposes of the meeting was to consider and vote              
upon the approval of a Real Estate Purchase and Sale Agreement                  
which was enclosed with the Proxy Statement and described therein.              
That agreement is no longer in effect, and a new agreement to sell              
the Company's water park property was signed on September 28, 1998.             
We enclose herewith a copy of the new agreement with a Supplement               
to the Proxy Statement.                                                         

We request that you review the enclosures, complete the               
enclosed blue Proxy and return it in the enclosed envelope.  YOUR               
PREVIOUS PROXY WILL NOT BE EFFECTIVE FOR THE NOVEMBER 12, 1998                  
SPECIAL MEETING, SO IT IS IMPORTANT THAT YOU COMPLETE AND RETURN                
THE ENCLOSED BLUE PROXY.                                                        

Thank you for your assistance and patience in this matter.            
Call me at (303) 649-9875 if you have any questions.                            

Very truly yours,                                                     

THE SOUTHSHORE CORPORATION                                            

By   /s/ Kenneth M. Dalton                                            
Kenneth M. Dalton, President                                          

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P R O X Y                                                                       

THE SOUTHSHORE CORPORATION  

 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Kenneth M. Dalton with the power to   
appoint a substitute, and hereby authorizes him to represent and to vote        
as designated below, all the shares of common stock of The Southshore           
Corporation held of record by the undersigned on July 24, 1998, at a            
Special Meeting of Shareholders to be held on November 12, 1998, or             
any adjournment thereof.                                                        

1.  The sale of substantially all the Company's assets pursuant to    
a Real Estate Purchase and Sale Agreement for $1,985,000.             

[  ]  FOR     [   ]   AGAINST     [   ]   ABSTAIN       

2.  The sale of substantially all of the Company's assets to a back-  
up purchaser, South Suburban Park & Recreation District, in the event 
there is no closing on the Real Estate Purchase and Sale Agreement.   

[  ]  FOR     [   ]   AGAINST     [   ]   ABSTAIN       

3.  To transact such other business as may properly come before the   
meeting.                                                              

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY     
WILL BE VOTED FOR PROPOSALS 1 AND 2.                                            

SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN      
ACCORDANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE.  THIS PROXY CONFERS     
DISCRETIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE    
TIME OF THE MAILING OF THE NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS TO       
THE UNDERSIGNED.                                                                

The undersigned hereby acknowledges receipt of the Notice of Special  
Meeting of Shareholders, Proxy Statement and Supplement.                        

Dated:  __________________, 1998.                                               

                                ________________________________________

                                ________________________________________
                      Signature(s) of Shareholder(s)

Signature(s) should agree with the name(s) stenciled hereon.  Executors,        
administrators, trustees, guardians and attorneys should indicate when          
signing.  Attorneys should submit powers of attorney.                           

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE    
SOUTHSHORE CORPORATION.  PLEASE SIGN AND RETURN THIS PROXY IN THE ENCLOSED      
PREADDRESSED ENVELOPE.  THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO     
VOTE IN PERSON IF YOU ATTEND THE MEETING.                                       

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THE SOUTHSHORE CORPORATION              

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS               

ADJOURNED TO NOVEMBER 12, 1998              

To the Shareholders of The Southshore Corporation                               

PLEASE TAKE NOTICE, that a Special Meeting of Shareholders of         
The Southshore Corporation scheduled to be held on October 1, 1998,             
at 10:00 a.m. at 10750 East Briarwood, Englewood, Colorado, has                 
been adjourned to November 12, 1998 for the following purposes:                 

1.  To consider the sale of substantially all the                     
Company's assets pursuant to a Real Estate Purchase and Sale          
Agreement.                                                            

2.To consider the sale of substantially all of the                  
Company's assets to a back-up purchaser, South Suburban Park          
& Recreation District, in the event there is no closing on the        
Real Estate Purchase and Sale Agreement.                              

3.  To transact such other business as may properly come              
before the meeting.                                                   

Accompanying this notice is a Proxy and a Supplement to Proxy         
Statement with respect to these matters.                                        

The enclosed Proxy, on blue paper, needs to be returned in the        
enclosed envelope since your previous Proxy, if any, will not be                
effective at the adjourned meeting.                                             

Whether or not you expect to be present at the meeting,             
please sign and date the enclosed Proxy and return it in the                    
enclosed envelope provided for that purpose.  Your Proxy may be                 
revoked at any time prior to the time that it is voted.  Only                   
shareholders of record at the close of business on July 24, 1998,               
will be entitled to vote at the meeting.                                        

BY ORDER OF THE BOARD OF DIRECTORS                                    

Kenneth M. Dalton                                                     
President                                                             

October 5, 1998                                                                 

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THE SOUTHSHORE CORPORATION              
10750 East Briarwood              
Englewood, Colorado  80112              

SUPPLEMENT TO PROXY STATEMENT OF SEPTEMBER 1, 1998              
DATED OCTOBER 5, 1998               

  On October 1, 1998 the Company adjourned its Special Meeting to consider
and vote on the sale of its water park property to November 12, 1998.  The      
reason for the adjournment is that the purchaser in the Real Estate Purchase    
and Sale Agreement described in and enclosed with the Proxy Statement           
informed the Company that certain contingencies in paragraph 9 of that          
Agreement relating to zoning restrictions could not be resolved to the          
satisfaction of ORIX Real Estate Equities, Inc. and thus he was terminating     
the agreement.                                                                  

A new purchaser, Cottonwood Brook, LLC, has signed a new Real Estate  
Purchase and Sale Agreement for the property, a copy of which is enclosed.      
The essential differences between the new agreement and the one with John C.    
Botdorf (included with the Proxy Statement) are as follows:                     

1.   There is no real estate commission.  Thus the Company will net   
$50,000 more from the new Agreement.                        

2.   The due diligence period is extended from September 28, 1998 to  
October 12, 1998.                                           

 3.   The closing date is extended from October 28, 1998 to November 12,
1998.                                                       

4.   The contingencies for going forward in paragraph 9 have been     
   revised; however, in both instances they provide the respective
      purchaser with broad termination rights, which are typical in real
estate transactions.                                        

   5.   The escrow deposit, on execution, has been increased to $75,000 from
$40,000.                                                    

Management is informed that the new purchaser is affiliated with the  
entity that owns a 25-acre undeveloped parcel which borders the west property   
line of the Company's property.  E. Jerry James is the manager of both          
entities.                                                                       

Management believes the new agreement is at least as favorable to the 
Company as the agreement with Mr. Botdorf particularly since it will net the    
Company an additional $50,000.  Management further represents that: (1)         
neither the new purchaser nor anyone affiliated therewith is in any way         
affiliated with the Company, (2) no officer or director of the Company would    
have any future relationship with the purchaser, or any affiliate thereof,      
(3) the new agreement was negotiated on a fully arm's length basis, and (4)     
the purchase price represents fair value for the property.                      

The Board of Directors unanimously recommends to the shareholders the 
approval of the sale of the Company's water park property pursuant to the       
attached Real Estate Purchase and Sale Agreement.                               

  This Supplement and form of Proxy are being mailed to shareholders on or
about October 6, 1998.                                                          

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REAL ESTATE PURCHASE AND SALE AGREEMENT               

Cottonwood Brook LLC ("Purchaser") hereby offers to purchase          
the Southshore Water Park including all of the assets described                 
below along with the real estate consisting of approximately 15.89              
acres of land from The Southshore Corporation, hereinafter called               
the Seller ("Seller").  The property is located in the NW 1/4 of                
Sec. 26, T5S, R67W of the 6th P.M., Arapahoe County, Colorado and               
is commonly known as the Southshore Water Park.  The Property is                
further described and depicted on Exhibit A attached hereto.                    

1.   Terms of Purchase.                                                         

Purchaser shall agree to provide up to the sum of $1,985,000          
in cash at the closing to acquire the assets of The Southshore        
Corporation, retire its obligations, and fund the reserve             
requirements for the Property.  Purchaser's funds shall be            
allocated as follows:                                                 

A)   $  75,000 on execution hereof                                  

B)   $1,910,000 at closing                                          

Total   $1,985,000 cash consideration from Purchaser                
==========                                          
The purchase price shall include all of the following:                

a)   15.89 acres in fee delivered free and clear except               
the 1998 real estate taxes and approved exceptions.         

b)   All the rights, title, and interest vested in the                
Southshore Water Park.                                      

c)   All Personal property and improvements, including                
but not limited to all the pools, equipment,                
slides, pumps, tables, chairs, kitchen equipment,           
utensils, computers, lockers, supplies, rafts,              
tubes, gift shop inventory, tools, registers,               
locks, keys, plans, studies, data and any other             
information or personal property now occupied and           
used in connection with the operation of the                
Property.                                                   

d)   All vested water and mineral rights.                             

Purchaser and Seller shall complete an inventory list of the          
above personal property which shall be attached hereto as             
Exhibit B.                                                            

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2.   Escrow/Due Diligence Period.                                               

Purchaser and Seller shall agree to open escrow at Stewart            
Title Co., Denver, Colorado on acceptance of this Offer.  The         
provisions of this Offer shall constitute joint instructions          
to the escrow holder; provided, however, that the parties             
shall execute such additional instructions as requested by the        
escrow holder not inconsistent with the provisions of this            
Offer.  Purchaser shall have until October 12, 1998 to approve        
in writing the contingency described in Paragraph (9).  If            
Purchaser does not approve the conditions in Paragraph (9)            
prior to October 12, 1998, Purchaser shall be entitled to a           
refund of the deposit plus all interest.  Purchaser shall             
deposit the sum of $75,000, which deposit plus interest shall         
be credited at the closing as earnest money deposit or when           
the contingency is removed, whichever is earlier, in an               
interest bearing account with Stewart Title Co. on execution          
hereof.  This deposit shall become non-refundable upon removal        
of the contingency.  Financing shall not be a contingency.            

Closing shall be November 12, 1998, or sooner by mutual               
agreement or 30 days from removal of the contingencies.               

3.   Costs.                                                                     

A.  Seller.                                                         

Seller to pay for standard coverage owner's policy of       
title insurance with said escrow company in the amount of   
the purchase price; Seller's legal fees and expenses;       
one-half of the escrow fees; any documentary or transfer    
taxes or fees; deed preparation charges; and all other      
costs and expenses incurred by Seller.                      

B.  Purchaser.                                                      

Purchaser to pay for Purchaser's legal fees and expenses;   
one-half of the escrow fees; deed recording charges; and    
all other costs or expenses incurred by Purchaser.          

4.   Proration.                                                                 

Premiums on insurance policies (except the patron liability           
policy) and operating expenses shall be prorated as of the            
date of recordation of the deed of Purchaser.  Property tax           
shall be prorated to the date of closing.                             

5.   Title.                                                                     

As soon as reasonably possible following acceptance, Seller           
shall furnish to Purchaser, at no cost to Purchaser, a                
preliminary title report and a ALTA survey on the Property,           

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together with full copies of all documents of record reflected        
therein, including, but not limited to, covenants, conditions,        
restrictions, reservations, easements, rights and rights of           
way of record, liens and other matters of record.  Purchaser          
shall have until September 28, 1998 to approve title.                 

In the event of disapproval of title by Purchaser, Seller             
shall, at its option, have ten (10) business days from receipt        
of said notice of disapproval within which to attempt to              
obtain the elimination for any such disapproved exceptions.           
In the event that such disapproval items are not so                   
eliminated, the escrow shall be terminated.  Failure of               
Purchaser to approve in writing any exceptions within the time        
limit specified above shall be deemed to be an automatic              
disapproval of said Preliminary Title Report in its entirety.         
Any extensions of said time periods set forth above must be in        
writing and approved by Purchaser and Seller.                         

6.   Seller Representations.                                                    

Seller hereby warrants to the best of Seller's knowledge: (A)         
it has no knowledge of any latent or patent defects in the            
title to the land or the real and personal property                   
improvement therein; (B) it has not received nor is aware of          
any notification from the Department of Building and Safety,          
the Tri-county Health Department, or any other city, county,          
or state authority having jurisdiction, requiring any work to         
be done on the subject Property, or advising Seller it is in          
violation of existing laws, ordinances or regulations.  Seller        
represents and warrants to the best of Seller's knowledge that        
the Property is free and clear of all hazardous materials,            
asbestos, petroleum and related products and underground              
storage tanks.                                                        

Seller represents there are no outstanding contractor, vendor,        
supplier, or service provider claim of any kind against the           
business or Property that will survive the close of escrow.           
In the event any prior claim shall surface after the closing          
of escrow, Seller shall be responsible for any payments owed.         

Seller warrants and represents to the best of its knowledge           
that the financial results attached hereto as Exhibit C and           
prepared by Seller are true and accurate and that the results         
reasonably reflect the operating history of the Southshore            
Water Park.                                                           

In the event any such notice or notices are received by Seller        
prior to the close of escrow and Seller is unable to or does          
not elect to perform the work required in said notice or              
remedy the violation, at Seller's sole cost and expense, said         
notices shall be submitted to Purchaser for his examination           
and written approval.  Should Purchaser disapprove such               

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notices, then this Offer shall become null and void, the              
escrow shall be canceled.  The parties agree, however, that in        
deciding whether or not to proceed with the transaction               
contemplated herein, Purchaser shall rely solely on its own           
due diligence inspection and not on any representations by the        
Seller.                                                               

7.   Seller's Contingency.                                                      

Closing shall be specifically contingent upon Seller obtaining        
approval from a majority of the shareholders of Seller at a           
meeting duly called to consider such matter.  Management of           
Seller will use their best efforts to obtain such approval and        
does not view such approval as problematic.                           

8.   Executed Offer Governs.                                                    

Upon execution of this Offer by all parties hereto, the               
contract resulting from such execution supersedes any and all         
prior arrangements, verbal discussions, and representations           
and warranties between the parties hereto or their agents             
regarding the subject Property.  Neither Purchaser, Seller or         
Broker shall be bound by any understanding, agreement,                
promise, representation or stipulation, expressed or implied,         
nor specified herein.                                                 

9.   Conditions of Offer.                                                       

Purchaser shall have until October 12, 1998 to approve in its         
absolute and sole discretion the viability of developing South        
Shore Water Park as an alternative use.                               

In the event the above contingency is not satisfied,                  
eliminated or waived, then the parties hereto shall have no           
further liabilities to each other, and this Agreement shall           
become null and void.                                                 

10.  Delivery of Property.                                                      

Upon close of escrow, Seller shall deliver possession of the          
subject Property to Purchaser.  Seller shall cooperate with           
Purchaser to provide assistance in turning over operation of          
the business.  Seller shall agree to provide Purchaser basic          
operating information in written form regarding the operation         
of the wave pool and children's pool.                                 

11.  Time of Acceptance.                                                        

This Offer shall expire unless accepted by Seller and such            
acceptance is delivered to Purchaser on or before September           
28, 1998.                                                             

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12.  Time is of the Essence.                                                    

It is expressly understood by all parties hereto that time is         
of the essence of this Offer.                                         

13.  Consideration.                                                             

Should for any reason the Purchaser fail to purchase the              
Property, all of the work product as a result of the                  
Purchaser's efforts, i.e., site plans, approvals, M.O.U. with         
the city regarding fees, etc. will be assigned to the Seller          
free from any obligations or liabilities.                             

14.  Due Diligence.                                                             

Seller will furnish to Purchaser the commitment documents,            
topographical survey, annual audited financial statements and         
quarterly financial statements for the past 3 years on the            
operations of the water park and has made the Property                
available for Purchaser's inspection.                                 

Purchaser shall conduct its Due Diligence Inspections of the          
Property and shall determine by the end of the Due Diligence          
Period (as per paragraph 2 above) whether it wishes to                
consummate the contemplated purchase and sale transaction.            
Seller shall cooperate with Purchaser in conducting its Due           
Diligence Inspections of the Property.  In this regard, Seller        
shall allow representatives of Purchaser reasonable                   
opportunities to review relevant documentation relating to the        
Property in Seller's possession and Seller shall permit               
Purchaser's agents and representatives reasonable access to           
the Property to conduct reasonable tests and inspections.             
Purchaser further agrees to indemnify, defend and hold Seller         
harmless from any and all liability, claims, losses and               
expenses of any type which may arise directly or indirectly           
from Purchaser's entry onto the Property and/or Purchaser's           
Due Diligence Inspections of the Property, except as may              
result solely from Seller's willful misconduct or gross               
negligence.  Purchaser shall, at its sole expense, return the         
property to its original, pre-inspection state, including             
without limitation, prompt repair of any damage to the                
Property caused by Purchaser, its agents, servants, employees,        
and/or consultants.                                                   

Purchaser shall, at all times, keep the Property free from            
liens of any type which may arise as the result of Purchaser's        
Due Diligence Inspections. Purchaser further agrees that it           
shall keep confidential all information belonging to Seller           
which Purchaser may review or receive in the course of its Due        
Diligence Inspections, unless Seller specifically agrees              
otherwise.                                                            

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15.  Purchaser represents that Cottonwood Brook LLC is a duly                   
organized Colorado Limited Liability Company and has the power        
and authority to enter into the transaction contemplated              
herein.                                                               

16.  Execution.                                                                 

The parties to this Agreement acknowledge that they have read,        
accepted and approved the terms and conditions of this Offer          
and have the authority to enter into this contract.  Purchaser        
and Seller agree to cooperate with each other to enter into           
any additional agreements that may be required in order to            
consummate this transaction.                                          

            PURCHASER:

                       COTTONWOOD BROOK LLC,
                                      a Colorado Limited Liability Company
                             600 17th Street, Suite 2309
                        Denver, Colorado 80202

(Date)                                   September 28, 1998                     
BY(Signature)                            /s/ E. Jerry James                     
(Name and Title)                         E. Jerry James, Manager                
                             600 17th Street, Suite 2309
                        Denver, Colorado 80202

                      ACCEPTED AND AGREED:

         SELLER:

                            The Southshore Corporation
                           10750 East Briarwood Ave.
                            Englewood, Colorado  80112

(Date)                                   September 28, 1998                     
BY(Signature)                            /s/ Kenneth M. Dalton                  
(Name and Title)                         Kenneth M. Dalton, President           

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EXHIBIT A               

DESCRIPTION OF REAL PROPERTY                  

Lot 1, Block 1,  Southshore                     
Subdivision Filing No. One,                     
County of Arapahoe, State of                    
Colorado

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Dates Referenced Herein

		Referenced-On Page
This ‘DEFA14A’ Filing	Date	First	Last	Other Filings

	11/12/98	1	6	None on these Dates
	10/28/98	4
	10/12/98	4	8
	10/6/98	4
Filed on:	10/5/98	1	4
	10/1/98	1	4
	9/28/98	1	10
	9/1/98	4
	7/24/98	2	3
				List all Filings

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Filing Submission 0000859747-98-000016 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Torrent Energy Corp – ‘DEFA14A’ on 10/5/98

As of: Monday, 10/5/98 · Accession #: 859747-98-16 · File #: 0-19949

Additional Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein

Additional Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents