Effective October 10, 1996, Grand Adventures Tour & Travel Publishing Corporation, then operating as Riley Investments, Inc. (the "Company") acquired as a wholly-owned subsidiary, Airfair Publishing, Inc. ("Airfair"), an Austin, Texas based travel services group that includes Interline Travel, Interline Representatives, and Interline Adventures magazine. The acquisition was accomplished by the merger (the "Merger") of a newly created, wholly-owned subsidiary of the Company with and into Airfair, which was the surviving corporation. The Merger was effected by the conversion of the issued and outstanding shares of common stock of Airfair (the "Airfair Stock") into new shares of common...