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ALLIANCE WELL SERVICE, INC. ANNOUNCES COMPLETION OF ACQUISITION OF SEATTLE LIGHTING FIXTURE CO. AND PRIVATE PLACEMENT

 LIBERTY, Texas, Nov. 23 ~PRNewswire~ -- Alliance Well Service, Inc. (NASDAQ: AWSI) announced today that it and its wholly owned subsidiary have acquired Seattle Lighting Fixture Co., a privately held corporation ("Seattle"), by merger of Seattle into the subsidiary which will continue operations as Seattle Lighting Fixture Co. Alliance had previously announced the pending acquisition and a related private equity placement. In the transactions, the former shareholders of Seattle received 24,640,404 shares of common stock, par value $.01 per share of Alliance, and 385,200 shares of a newly created issue of Series A Convertible Preferred Stock, par value $.02 per share of Alliance, which are convertible into a total of 38,520,000 additional shares of Alliance common stock. The new Alliance preferred stock does not call for the payment of any preferred dividends.
 Alliance also announced today that a group of private investors consisting of a limited partnership and a general partnership, concurrently with the Seattle transaction, completed a $625,000 capital infusion into Alliance in exchange for 10 million shares of Alliance common stock.
 Seattle is based in Seattle, Washington and is a leading specialty wholesale and retail distributor of lighting products and ceiling fans in the Pacific Northwest. Its products are sold to three primary markets consisting of home builders and commercial and retail customers. Seattle currently operates 13 showroom locations in the Puget Sound area of Washington State and in the greater Portland, Oregon metropolitan area. Seattle offers an extensive line of brand name products which are targeted to the middle and upper end of the lighting fixture and ceiling fan market. It is anticipated that as a result of the acquisition and related transactions, the business of Seattle will be expanded to better service its existing market. For the year ended Dec. 31, 1991, and the nine months ended Sept. 30, 1992, Seattle had net sales of $49,500,000 and $41,500,000.
 In connection with the acquisition and equity infusion transactions, Seattle simultaneously completed a restructure of its outstanding debt into a $10.0 million senior secured revolving credit facility and $8.0 million of subordinated term debt. In connection with these financings, Alliance issued a warrant to one of the lenders to purchase up to 42,198,535 shares of Alliance common stock, subject to antidilution features, at an initial exercise price of approximately $.0657 per share. The warrant becomes exercisable only upon the occurrence of certain specified events and terminates the 30th day after the corresponding notes are paid in full.
 Commenting on the proposed transaction, Fourticq stated that, "This transaction is the sort of combination we have been seeking since we discontinued our well service activities. Seattle Lighting is a leader in its field, is growing, and with a public capital base will, we believe, be able to enhance considerably the value of Alliance to its shareholders."
 -0- 11~23~92
 ~CONTACT: Nelson R. Jones, Alliance Well Service, Inc., 409-336-8831~
 (AWSI)


CO: Alliance Well Service, Inc.; Seattle Lighting Fixture Co. ST: Texas, Washington IN: OIL SU: TNM

TM -- NY078 -- 0727 11~23~92 16:23 EST
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Publication:PR Newswire
Date:Nov 23, 1992
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