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Penthouse Responds to Bell Group Misleading Press Release.


NEW YORK New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 -- Penthouse International (Pink Sheets:PHSL PHSL Program Hardware/Software List ), a diversified holding company with operating subsidiaries in adult entertainment, payment processing, Web-based software and real estate, and Dr. Luis Enrique Luís Enrique is a given name, and may refer to:
  • Luis Enrique Martínez García, FC Barcelona, Real Madrid and Spanish footballer
  • Luis Enrique "Neco" Martinez, Colombian footballer
  • Luis Enrique (singer) Nicaraguan salsa singer
 Fernando Molina, Penthouse's major stockholder, responded today to a press release published yesterday afternoon by NAFT NAFT Names Are For Tombstones (Danish metal band)
NAFT Names Are For Tombstones (Manila, Philippines solo act)
NAFT Natural Fuels Technology
NAFT Not A Freakin' Thing (polite form) 
 Ventures, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, Marc H. Bell, Daniel Bell, Daniel, 1919–, U.S. sociologist. After 20 years as a journalist, he took a degree in sociology and went on to teach at Columbia and Harvard. He has written on contemporary capitalist society and the individual's place within it.  Staton on behalf of themselves and other holders of General Media securities.

In their press release, the members of Bell/Staton group indicated that they were in a position to control 10,500,000 shares of Penthouse Series C 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.
, including the right to vote and to convert the shares into approximately 954 million shares of Penthouse common stock. According to a Penthouse spokesman and Dr. Molina, the Bell/Staton group press release is false and misleading in that it failed to disclose several material facts, including:

--The rights of the Bell/Staton group, if any, are subject to their having complied with their commitments and agreements under the contracts entered into in April 2004; which the Bell/Staton group breached on a number of occasions; and

--The Bell/Staton press release fails to disclose that, even if the Bell/Staton group complied with all of the terms of their commitments and agreements, Dr. Molina has an option exercisable at any time prior to November 6, 2004, to cancel his notes to the Bell/Staton group and receive back all of his Penthouse preferred stock for the payment of $2,000,000.

Penthouse and Dr. Molina also announced that they have commenced suit against the Bell/Staton group in the Supreme Court of the State of New York for breach of the April agreements, fraud, and other claims and are seeking damages in excess of $100,000,000 from the Bell/Staton group. In addition, Penthouse and Dr. Molina have advised that they intend to tender the $2,000,000 buy-back payment in escrow pending the outcome of their litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 against the Bell/Staton group to ensure that the Bell/Staton group can never gain beneficial ownership of Dr. Molina's Series C preferred stock.

Claude Bertin, Executive Vice President of Penthouse, stated: "One of the basic elements of the securities laws is that a person should not omit statements in a public disclosure that are material and the absence of which makes the statements contained in the disclosure misleading." Mr. Bertin further stated that: "This press release by the Bell/Staton group is another example of their underhanded efforts to sabotage Penthouse's attempts to confirm a plan of reorganization beneficial to the General Media creditors and Penthouse stockholders."

About Penthouse International, Inc.

Penthouse International, Inc., through its subsidiaries General Media, Inc., Del Sol Investments LLC and PH Realty Associates LLC and iBill, is a brand-driven global entertainment business founded in 1965 by Robert C. Guccione. General Media's flagship PENTHOUSE brand is one of the most recognized consumer brands in the world and is widely identified with premium entertainment for adult audiences. General Media caters to men's interests through various trademarked publications, movies, the Internet, location-based live entertainment clubs and consumer product licenses. Internet Billing Company (iBill) sells access to online services and other downloadable products (music, games, videos, personals, etc.) to consumers through proprietary Web-based payment applications. The iBill online payments systems manage transaction authorization on the global financial networks such as Visa(R) and MasterCard(R) and simultaneously provide password management controls for the life of the subscribing consumer. On-demand CRM (Customer Relationship Management) An integrated information system that is used to plan, schedule and control the presales and postsales activities in an organization.  (Customer Relationship Management) applications are provided to registered independent merchants, typically small and medium-sized businesses seeking a cost-effective technology platform to outsource non-core banking and finance functions. Since 1996, iBill has established a trusted brand with consumers and online businesses with 27 million customers in 38 countries.

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.
: This release contains statements relating to future results of the Company (including certain projections and business trends) that are "forward-looking statements" as defined in 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 from those projected as a result of certain risks and uncertainties, as well as other risks and uncertainties detailed from time to time in the filings of the Company with the Securities and Exchange Commission. On August 12, 2003, General Media and its direct and indirect subsidiaries (the Debtors) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code Title 11 of the United States Code outlines the role of Bankruptcy in the United States Code.
  • Part I--Commencement Of Case; Proceedings Relating To Petition And Order For Relief
 in the United States Bankruptcy Court bankruptcy court n. the specialized Federal court in which bankruptcy matters under the Federal Bankruptcy Act are conducted. There are several bankruptcy courts in each state, and each one's territory covers several counties.  for the Southern District of New York. Penthouse International, Inc. owns 99.5% of the capital stock of General Media. Penthouse did not file for protection under the Bankruptcy Code and its activities are not subject to Bankruptcy Court supervision. For additional information, reference is made to publicly available documents filed with the bankruptcy court to determine the most current status of all matters related to the bankruptcy case of General Media. The website of the Bankruptcy Court is www.nysb.uscourts.gov.
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Aug 18, 2004
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