Kremlyovskaya Group, Inc.
Ian Rice
AMC Merger Co., Inc., a Nevada corporation
Riccardo Fanchini
Robert Gaspar
Kremlyovskaya Group NV
Melissa Rice
Charles Buhlmann
Robert Bruloot
Kurt Schlapfer
Valentin Kassatkine
Anthony Cataldo
Myweb Inc Com · 8-K · For 3/18/96 · p. 2
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Item 1. Changes in Control of Registrant.
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Prior to the merger with Kremlyovskaya Group, Inc., a Delaware
corporation ("KGI"), as described in Item 2 below, and prior to the
cancellation of shares described in Item 5 below, the Registrant's Chairman,
Ian Rice<.b>, owned beneficially in excess of 51% of the Registrant's total issued
and outstanding shares of common stock and therefore he controlled the
Registrant. In connection with such merger, the Registrant issued an
aggregate of 89,125,000 shares of its common stock to the former shareholders
of KGI, none of which owns 10% or more of the Registrant's total issued and
outstanding shares of common stock. As a result of such issuance and the
cancellation of shares described in Item 5, Mr. Rice's percentage ownership of
the registrant was reduced to approximately 2% of the total issued and
outstanding shares of common stock. Therefore, he no longer controls the
Registrant although he remains its Chairman.
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
On March 18, 1996 (the "Effective Date"), the Registrant, completed a
merger (the "Merger") with Kremlyovskaya Group, Inc., a privately held Delaware
corporation ("KGI"). Pursuant to the terms and provisions of an Agreement and
Plan of Merger, dated the Effective Date (the "Merger Agreement"), by and among
the Registrant, AMC Merger Co., Inc., a Nevada corporation and a wholly owned
subsidiary of the Registrant ("MergerCo"), KGI and Riccardo Fanchini and Robert
Gaspar, two principal shareholders of KGI, on the Effective Date, MergerCo was
merged with and into KGI, with KGI being the surviving entity. In connection
therewith, the shares of MergerCo's common stock outstanding immediately prior
to the Merger were converted into shares of KGI's common stock and each of the
15,500 shares of KGI common stock outstanding immediately prior to the Merger
was converted into the right to receive 5,750 shares (89,125,000 in the
aggregate) of the Registrant's common stock.
KGI, through its wholly owned subsidiary, Kremlyovskaya Group NV, a
Belgium corporation, is engaged in the distribution of Kremlyovskaya vodka, a
proprietary brand of premium vodka manufactured by others pursuant to KGNV's
formula and specifications. The primary market for such vodka during 1995 was
Russia, where the Kremlyovskaya brand was the number one imported vodka in
quantity. KGNV also distributes, primarily in Russia, luxury consumer goods
such as chocolates, fine cigars and liquors, and general merchandise such as
cigarettes, beer and wine.
In connection with the Merger, Melissa Rice and Charles Buhlmann
resigned as directors of the Registrant and Robert Bruloot, Kurt Schlapfer,
Valentin Kassatkine and Anthony Cataldo were appointed to the Registrant's
board of directors and Mr. Cataldo was appointed as the Registrant's Chief
Executive Officer.
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