CCC FRANCHISING ANNOUNCES COMPLETION
CCC FRANCHISING ANNOUNCES COMPLETION NEW YORK, Feb. 12 /PRNewswire/ -- CCC Franchising Corp.
(NASDAQ: CCFR) announced the completion through a newly organized wholly owned subsidiary of the purchase of substantially all the assets subject to certain liabilities of Primedex Corporation for a purchase price of approximately $46,500,000 consisting of $30,000,000 in cash and 2,000,000 shares of CCFR common stock. (On Feb. 10, 1992, the closing NASDAQ bid and asked price for CCFR common stock were $8-1/8 and $8-3/8). Primedex Corporation is a Southern California based Medical Management Company which provides management and financial services to four Medical Corporations and in conjunction with the Medical Corporations, provides medical/legal evaluation services and medical services to California workers' compensation claimants.
CCFR's primary business is now the business previously conducted by Primedex Corporation. Such business will be conducted through the acquiring subsidiary whose name is being changed to Primedex Corporation ("Primedex"). CCFR's management estimates the book value of the assets purchased and the liabilities assumed at approximately $45,700,000 and $3,700,000 respectively. Giving retroactive effect to the purchase, management estimates that CCFR's consolidated pro forma gross revenues for the fiscal year ended Oct. 31, 1991 is approximately $40,000,000 and its consolidated pro forma pre tax income is approximately $9,300,000. David Gardner, the founder and president of Primedex Corporation, has joined the CCFR Management team as president and chief executive officer of the new Primedex subsidiary which will operate the company's business interests in the medical management and financial services industry. Gardner has signed a three year employment contract with Primedex and has been granted options to purchase 2,000,000 shares of CCFR common stock at exercise prices ranging from $8 to $12 per share. The source of the cash portion of the Purchase Price was a $30,000,000 one-year bank loan to Primedex from First Fidelity Bank, N.A., New Jersey, guaranteed by CCFR. The loan is repayable with interest at a rate of 5.25 percent per annum and may be extended in part for up to one additional year. Collateral for the loan was pledged by a corporation wholly owned by CCFR's principal stockholder. CCFR has agreed to issue five year warrants to purchase 5,000,000 shares of CCFR common stock to such corporation, in consideration therefore, exercisable atanchising Corp." to "Primedex Corporation of America," subject to stockholder approval. CCFR is a New York corporation organized in 1985. In addition to its Primedex operation, CCFR is the major shareholder owning approximately 36 percent of Digital Products Corporation, a publicly owned Florida based company engaged in the development, manufacture and marketing of electronic products including a series of house arrest monitoring devices marketed under the name "On Guard Telecomputer System." CCFR also owns approximately 90 percent of ImmunoTherapeutics, Inc. a publicly owned development stage Minnesota based company engaged in the research and development of immunotherapeutic drugs, primarily for the treatment of human cancer and other diseases. CCFR also owns a 51 percent interest (although it has assigned the voting rights thereto) in Viromedics, Inc., a New York based development stage company engaged in the development of a procedure for the treatment of Acquired Immune Deficiency Syndrome (AIDS). -0- 2/12/92 /CONTACT: Dennis Sheehan of CCC Franchising, 212-732-4974/ (CCFR) CO: CCC Franchising Corp.; Primedex Corporation ST: New York IN: SU: TNM
SH-OS -- NY084 -- 9362 02/12/92 15:50 EST
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|Date:||Feb 12, 1992|
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