AmeriResource Announces Acquisition of Krapfcandoit, Co.Business Editors OVERLAND PARK Overland Park, city (1990 pop. 111,790), Johnson co., NE Kans., a residential suburb of Kansas City; inc. 1960. There is printing and publishing, and the manufacture of apparel, aircraft parts, cement, prepared foods, salt, chemicals, marine accessories, and signs. , Kan. and WILMINGTON, Del.--(BUSINESS WIRE)--Dec. 28, 1999 AmeriResource Technologies, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : ARET A`ret´ v. t. 1. To reckon; to ascribe; to impute. ), and Krapfcandoit, Co. jointly announced today that AmeriResource Technologies, Inc., has signed a definitive agreement to merge Krapfcandoit, Inc. (Krapf) and all related subsidiaries into ARET, subject to final due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. by the companies. The terms of the transaction will be announced once all parties complete the due diligence period. The acquisition is expected to be completed on or before January 23, 2000. Upon completion of the merger, Krapf (www.krapf.com) will operate as 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 the parent company, AmeriResource Technologies, Inc. Delmar A. Janovec, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of AmeriResource Technologies, Inc., James P. Krapf Sr., Chairman of Krapfcandoit, and Michael S. Bertino, President of Krapfcandoit, Co., together made the announcement. J. Dello & Associates, Ltd., located in Hoffman Estates, Illinois Hoffman Estates is a northwestern suburb of Chicago in Illinois. The village is located primarily in Cook County with a small section in Kane County, Illinois. As of the 2000 census, the village population was 49,495 and estimated to be 52,520 in 2003. , acted as the investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. on the merger transaction. Delmar A. Janovec, Chairman and CEO of AmeriResource Technologies, Inc. stated, "This acquisition adds a dimension to our Company that allows us to be the national leader in developing both limited service residential style assisted care living facilities (ACLF ACLF Adult Congregate Living Facility (retirement home) ACLF American Constitutional Law Foundation ACLF Access Control List Facility ACLF Austin City Limits Festival (Austin, Texas) ) and full service continuing care continuing care a professional convention that a veterinarian who is treating an animal is obliged to continue treating that case unless an arrangement is made with its custodian to transfer the care to another practitioner or to a specialist. retirement community (CCRC Noun 1. CCRC - an agency in the Department of Defense that is a national center for research on all aspects of injury control and casualty care Casualty Care Research Center ) projects. The merger of Krapf, who has been in business since 1916, adds over $31,000,000 in assets to our balance sheet and restores our bonding capacity. The Krapf acquisition brings a $200,000,000 bond capacity to our Company. This bond capacity will allow our Native American subsidiary, Tomahawk tomahawk [from an Algonquian dialect of Virginia], hatchet generally used by Native North Americans as a hand weapon and as a missile. The earliest tomahawks were made of stone, with one edge or two edges sharpened (sometimes the stone was globe shaped). Construction Company, Inc., to aggressively return to the national marketplace as a major national general contractor." Regarding Krapfcandoit, Co. and Mr. Bertino, President of Krapfcandoit, Co., Mr. Janovec stated, "Krapf is a national general contractor who has an excellent reputation east of the Mississippi River. Presently Krapf has projects in progress of $117,570,000, which includes everything from building high-rise student housing projects for various universities to CCRC projects. Mr. Bertino brings to our Company years of experience in everything from casinos, residential high-rises to a variety of commercial structures. His leadership is clearly a critical element of our long range growth plan. Krapf has built everything from power plants to residential housing projects. However, the main focus of Krapf over the past 20 years has been designing, building, and owning on a joint venture basis, over 20 continuing care retirement communities. Krapf is one of the largest national general contractors presently specializing in developing and building continuing care retirement communities (CCRC's). By combining the syndicated construction financing capacity of the investment banking firm of J. Dello & Associates, with both Crestwood and Krapfcandoit, our Company now has a huge competitive advantage over other competitors. The resources our Company now has available will assure our shareholders of a bright future and an aggressive growth and acquisition plan." Besides the $117,570,000 of actual construction projects in progress for which Krapf is the general contractor, Krapf has committed to develop and build over $208,000,000 in senior CCRC housing development projects over the next 3 years. Additionally, Krapf has bids outstanding for $342,000,000 in projects for the next 3 years. Mike Bertino, President of Krapfcandoit, Co. stated, "This merger is a very exciting step for this Company. It allows our company to become a major participant in all aspects of the senior living services delivery system on a national basis. This merger will allow Tomahawk to aggressively pursue a variety of large projects that were unavailable to us without Krapf's bonding capacity." Mr. Janovec, Chairman and CEO of AmeriResource Technologies, Inc. stated, "I have stated all along that our goal was to restore our bonding capacity, revitalize Tomahawk as a major national minority general contractor, and to find the best acquisitions possible for our shareholders. I think we are well on our way to fulfilling that goal. We will continue to look for outstanding growth and merger opportunities during the first and second quarter of 2000 to complete our vertical integration business plan. The acquisition of Krapf has enabled the Company to obtain the necessary bonding capacity to bid and be awarded major regional and national construction projects, on an immediate basis, across the United States. Additionally we have added significant equity and assets to our Company's real estate portfolio, including ownership in numerous CCRC's and commercial real estate projects." The acquisitions, which are expected to be the first in a series of strategic moves by the Company, will enhance the management team with personnel of proven experience and allow the Company to assume a new direction. Statements in this press release, including "forward-looking statements" that include risk and uncertainties. The forward-looking statements in this press release are made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Actual results may differ materially due to a variety of factors, including without limitation the Company's ability to produce and market certain products and/or services and other risks detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. |
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