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ADDvantage Media Announces Agreement to Acquire TULSAT.


TULSA, Okla.--(BUSINESS WIRE)--September 16, 1999--

ADDvantage Media Group, Inc. and Kenneth A. Chymiak and David E. Chymiak, the owners of DRK DRK Deutsches Rotes Kreuz (German Red Cross)
DRK Devnet Resource Kit
DRK Display Require Keyboard
 Enterprises, Inc. d/b/a TULSAT, jointly announced today that they have entered into an agreement whereby ADDvantage Media will acquire from the Chymiaks all of the outstanding stock of TULSAT. In return, the Chymiaks will receive 8,000,000 shares of ADDvantage Media common stock (Nasdaq SmallCap: ADDM ADDM Automatic Database Diagnostic Monitor (Oracle Database 10g)
ADDM Asynchronous Digital Data Modem
ADDM Assistant District Director for Management
ADDM Asynchronous Distributed Decision Making
) plus 500,000 shares of two newly issued series of ADDvantage Media preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 having an aggregate stated value Stated Value

A value that, instead of being par value, is assigned to a corporation's stock for accounting purposes. Stated value has no relation to market price.

Notes:
 of $20 million. Closing of the transaction is expected to occur on September 30, 1999 and is subject to the normal conditions
This article is about the philosophical argument; for normal conditions in the sense of standards see the corresponding articles, e.g. Standard conditions for temperature and pressure.
 to transactions of this nature except that ADDvantage Media shareholder approval is not required. As a result of the transaction, TULSAT will become a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of ADDvantage Media and Ken Chymiak and Dave Chymiak will own approximately 83% of the issued and outstanding common stock of ADDvantage Media and 100% of the outstanding and preferred stock. Approximately 40% of the preferred stock will be convertible into ADDvantage Media common stock at a price of $4.00 per share. Management of TULSAT is expected to assume management and control of ADDvantage Media.

TULSAT was established in 1985 by the Chymiaks and is a leader in providing sales and service to the cable television industry. It maintains one of the largest inventories in the industry with new, surplus and refurbished equipment, accessories and construction hardware. It has 85 employees and services its more than 3,000 customers from facilities in excess of 100,000 square feet located in Broken Arrow, Oklahoma Broken Arrow is a city located in the northeastern part of the U.S. state of Oklahoma, primarily in Tulsa County with an extension into western Wagoner County. It is the largest suburb of Tulsa. . Customers include cable television system operators, hotels, motels, hospitals, apartments and a myriad of other companies involved in the distribution of television signals. TULSAT's revenues for 1998 were approximately $19.7 million and are expected to exceed $20 million in 1999.

ADDvantage Media Group, Inc. has been a marketing company with a primary focus on in-store, point-of-sale consumer advertising, primarily through a solar-powered calculator that attaches directly to the handle of a shopping cart. The calculator also carries an advertising display area. Since its contract with Wal-Mart terminated over a year ago, ADDvantage Media has not had any Shoppers Calculators in stores nor has it conducted any other material business operations and has attempted to sell or dispose of its Shoppers Calculator assets. It does own a 27% stake in a private educational company, Ventures Education Systems Corporation.

ADDvantage Media also announced that it has been notified that its common stock will be delisted from the Nasdaq SmallCap Market on September 22, 1999 because the stock price was below $1.00 per share for an extended period of time. Charles H. Hood, President and Chairman of the Board of ADDvantage Media noted that assuming the transaction with the TULSAT shareholders is consummated, ADDvantage Media would have to reapply Re`ap`ply´   

v. t. & i. 1. To apply again.

reapply vivolver a presentarse, hacer or presentar una nueva solicitud

 for the Nasdaq SmallCap listing, in any event, because TULSAT would be considered the surviving company surviving company

The company that emerges in control following a business combination. The surviving company is generally one of the firms entering the combination but may be a new company formed by the combination.
 under applicable accounting and securities rules. The parties are in agreement that they will reapply for a new Nasdaq listing after the transaction is consummated as soon as the combined company is able to meet the various listing criteria. Hood further stated that "AMG AMG All Music Guide (music website)
AMG All Media Guide (group of media websites)
AMG All Movie Guide (Movie website)
AMG Arzneimittelgesetz (German Law) 
 explored business opportunities with a number of other firms. Based upon TULSAT's historical and present levels of profitability, in combination with its opportunities for the future, TULSAT was clearly the proper choice for the benefit of our stockholders. Quite frankly, we're very excited about TULSAT and its future potential."

Statements regarding the anticipated consummation of the acquisition of TULSAT, the future listing of the ADDvantage Media shares on The Nasdaq Stock Market Nasdaq stock market

The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies.
, projected future revenues of TULSAT and related matters are forward-looking statements which are subject to a number of uncertainties, risks and other cautionary statements, including those contained in ADDvantage Media's quarterly report on Form 10-QSB for the quarter ended June 30, 1999 and its annual report on Form 10-KSB for the year ended December 31, 1998, filed with the Securities and Exchange Commission.
COPYRIGHT 1999 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Sep 16, 1999
Words:677
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