IN-STORE ADVERTISING, INC. COMPLETES CHAPTER 11 REORGANIZATION ANNOUNCES NAME CHANGE TO EMARC, INC.
GREENWICH, Conn., Aug. 10 /PRNewswire/ -- In-Store Advertising, Inc. (NASDAQ: ISAN) today announced the approval of its financial restructuring and successful emergence from Chapter 11 after a 29 day period. The company had filed a prepackaged plan of reorganization on July 8, 1993, which was confirmed on Aug. 6, 1993 by the United States Bankruptcy Court for the District of Delaware. The restructured company will change its name to EMARC, Inc. The approved plan of reorganization provides for the company's more than $17 million of secured equipment lease financing to be converted into a new series of preferred stock. The exchange will leave the restructured company essentially debt-free. The new preferred stock will be convertible after the first year into 80 percent of the outstanding common stock of the company, on a fully-diluted basis, and will have an aggregate liquidation preference of $8,000,000. If converted in the first year after issuance, the holders of the preferred stock will receive common stock representing 70 percent of total equity of the company. The preferred stock is subject to redemption at the option of the company, for a purchase price initially equal to 50 percent of face value, plus common stock warrants exercisable for 20 percent of the company's equity. The cash portion of the redemption price will increase to 100 percent of par value over a six-year period, if the preferred stock is not previously converted or redeemed. The holders of the preferred stock will be entitled to cumulative dividends and an excess cash flow sweep and will have the right to elect a majority of the board of directors of the restructured company so long as at least half of the preferred shares initially issued remain outstanding. Holders of general unsecured claims and existing equity interests in the company will not receive any consideration for such claims and equity interests, which are terminated by the approved plan. The plan also effectively discharges the company from any liability with respect to the securities class action litigation relating to the company's initial public offering in July 1990. The plan does not affect the litigation between the plaintiffs and any other defendant named therein. The closing of the restructuring on the approved plan is scheduled for Aug. 17, 1993. At the closing, the company will sell up to 60 percent of the restructured company's new common stock to three executive officers of the company; the remainder of the new common stock will be offered to other key employees of the company following the closing date. The aggregate purchase price for the common stock will be $100,000 in cash, assuming all the stock is sold, equal to the fair value of the common stock as determined by the company's independent financial advisers. Steve Kahler, president and chief executive officer of In-Store Advertising/EMARC, said, "We are pleased to complete our financial restructuring in record time as this reflects the confidence of our former secured creditors, as well as our retail partners and advertising clients. Throughout this process we have continued to provide the service and programs which have made us the leader in delivering effective, account-specific retail communications." In-Store Advertising/EMARC delivers point of purchase advertising and promotional messages from consumer product companies through its computerized network of over 21,000 in-store electronic signs. Located in approximately 5,400 supermarkets nationwide, the company reaches over 80 million shoppers weekly. -0- 8/10/93 /CONTACT: Stephen C. Kahler, chief executive officer of In-Store Advertising, 203-861-5773, or June Filingeri, or Bernie Kilkelly, both Morgen-Walke Associates, 212-850-5600, for In-Store Advertising, Inc./ (ISAN)
CO: In-Store Advertising, Inc. ST: Connecticut IN: SU: BCY
LD -- NY004 -- 1025 08/10/93 08:16 EDT
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|Date:||Aug 10, 1993|
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