Clarion House Inc. makes announcement.SCHAUMBURG, Ill.--(BUSINESS WIRE)--April 29, 1996--Clarion House Inc. (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. 180521 30 4) Monday announced that a one for five reverse-split of its common stock, as well as a proportionate reduction in the authorized shares Authorized shares Number of shares authorized for issuance by a firm's corporate charter. of common stock from 50,000,000 shares, $.01 par value, to 10,000,000 shares $.01 par value, was approved by Clarion's board of directors on April 22, 1996. The reverse-split does not require shareholder approval. The reverse-split will be effective for trading in Clarion's $.01 par value common stock on Monday, April 29, 1996 under the new CUSIP Number CUSIP Number An identification number assigned to all stocks and registered bonds. The Committee on Uniform Securities Identification Procedures (CUSIP) oversees the entire CUSIP system. Notes: This system is used in the U.S. and Canada. : 180521 40 3. Clarion also confirmed the execution of a definitive agreement for the exchange of all of the issued and outstanding shares of Insecta Sales Inc., Clarion's wholly owned operating subsidiary An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. for 5,000,000 shares (pre-reverse-split) of Clarion common stock which represent approximately 65% of the currently outstanding shares. The closing of the transaction is contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent shareholder approval at a special meeting to be scheduled. Clarion has historically operated, through its 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. Insecta Sales, as a distributor of a patented insecticidal coating product known as Insecta under an exclusive license from Gaelic Investments Inc., a principal shareholder of Clarion. Once the spin-off of Insecta Sales is consummated, all insecticide-related operations and assets will be assumed by Insecta Sales. Clarion previously announced a letter of intent for the spin-off of Insecta Sales on Jan. 30, 1996 as part of a two-step plan to reorganize Clarion. The second part of the reorganization plan A scheme authorized by federal law and promulgated by the president whereby he or she alters the structure of federal agencies to promote government efficiency and economy through a transfer, consolidation, coordination, authorization, or abolition of functions. is the proposed acquisition by merger of Prime Entertainment Group Inc., a Louisiana corporation, for which Clarion also entered into a separate letter of intent. Prime Entertainment Group Inc. is a privately held corporation Noun 1. privately held corporation - a corporation owned by a few people; shares have no public market close corporation, closed corporation, private corporation engaged in the business of producing and marketing custom music compact discs from its library of over 18,000 songs. Clarion is still pursuing a definitive agreement with Prime Entertainment Group Inc. Clarion is also engaged in preliminary discussions pertaining to another potential acquisition. In connection with the spin-off of Insecta Sales, the current officers and directors of Clarion resigned effective April 22, 1996. Prior to such resignations, Frank Menon was appointed to fill a vacancy on the board of directors of Clarion and will serve as the sole director and officer of Clarion pending the completion of an acquisition or reorganization transaction with another operating entity. Clarion common stock is traded over-the-counter. CONTACT: Clarion House Inc. Troy D. Wiseman, 847/490-6515 |
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