Automotive Performance Group Initiates Restructuring Program.NEW YORK--(BUSINESS WIRE)--August 4, 1999-- Automotive Performance Group (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : RACG RACG Radiometric Area Correlation Guidance ) today unveiled a multi-faceted restructuring program following its acquisition of a 22% equity ownership in PBT PBT Provider Backbone Transport (networking technology adding determinism to ethernet) PBT Polybutylene Terephthalate PBT Profit Before Tax PBT Paper Based Test (education) Brands, Inc. (PBT), a new company which was formed to acquire the Automotive Aftermarket Business of Loctite Corporation (Permatex). The major components of the restructuring include the following actions: 1) Automotive Performance Group (APG APG Assists Per Game (basketball) APG Assists Per Game (hockey statistic) APG Aberdeen Proving Ground APG Automated Password Generator APG Asia Pacific Group on Money Laundering ) will spin off its operating assets Operating Assets Another term for working capital. and holdings (excluding PBT) to its shareholders. Such assets include Klein Engines & Competition Components and Boyds Wheels and Hot Rods by Boyds. The structure of the spin-off is under review. 2) APG has completed the sale of the operating assets of its Royal Purple Motor Oil subsidiary to Royal Purple, Inc. (Humble, TX), a non-affiliate, which manufactures synthetic oils and lubricants marketed by RPMO RPMO Royal Purple Motor Oil . Terms were not disclosed. "The cash proceeds from the sale are expected to be sufficient to satisfy the indebtedness of RPMO," said Dean M. Willard, APG's board chairman and chief executive officer. 3) APG has completed the acquisition of D'Artagnan Associates, a consulting and holding company, owned by Dean Willard, for 2 million shares of APG common. APG's Board of Directors also has authorized the issuance of 2.3 million shares under the Company's 1998 incentive stock option program to the PBT management. These options, combined with the shares owned by Dean Willard, bring management ownership of APG to 18.5%, a percentage required by the lenders who provided the financing of the Permatex acquisition. When the Company completes these actions, APG's assets will be primarily made up of its investment in PBT. APG has the right to invest up to 22% of the equity in subsequent acquisitions for PBT. APG also plans to seek acquisition opportunities in areas that do not interfere with the businesses of PBT. APG has issued $3.5 million of four-year redeemable convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". (with a 13% coupon). The proceeds of this offering were used to finance the Company's acquisition of its common and preferred interest in PBT. Except for historical matters contained herein, the matters discussed in this press release are forward-looking statements and are made pursuant to the safe harbor 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. These forward-looking statements reflect assumptions and involve risks and uncertainties which may affect Automotive Performance Group, Inc.'s business and prospects and cause actual results to differ materially from these forward-looking statements. |
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