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 ST. LOUIS, Aug. 4 /PRNewswire/ -- National Industrial Security Corporation ("NISCO"), headquartered in St. Louis, today announced the signing of a definitive Merger Agreement and Plan of Reorganization with World Technology Group, Inc. ("WTG") of Annapolis, Md. On June 17, 1993, NISCO announced the signing of a letter of intent to merge with WTG and subsequent negotiations led to the execution of the definitive merger agreement effective July 30, 1993. NISCO is a publicly traded company operating a security guard service in the St. Louis metropolitan area. WTG is a private company which owns the J.B. Kendall Company, Albert Gunther Company and Eastern Shore Steel Company, which operate building contractor supply stores and distribution centers for steel products in Maryland, Delaware, Virginia and the District of Columbia.
 Pursuant to the merger agreement, all operations of the two companies would remain intact. NISCO currently has 6,983,000 common shares outstanding and pursuant to the merger each NISCO share would be exchanged for one-sixth of a share of common stock of the merged company. WTG currently has a total of 13,821 common shares outstanding. Pursuant to the merger, the WTG shares would be exchanged for shares of the merged company such that the WTG shareholders receive 80 percent of the merged company's common stock outstanding immediately after the merger and NISCO shareholders receive 20 percent of the merged company's common stock.
 The proposed merger is subject to several conditions, including shareholder and director approval by each of the corporations, completion of certain audited financial statements of WTG, satisfactory due diligence investigations by each of the companies and other conditions. Dissenting shareholders of NISCO and WTG will have the right of appraisal of their shares under applicable law. If, however, the anticipated cost of payment of the fair value of shares of dissenting shareholders of either corporation exceeds $25,000, then either company can terminate the merger agreement without further liability.
 If the transaction is completed, NISCO will be the surviving corporation, but after the merger would immediately change its name to World Tech, Inc. NISCO's common stock currently trades in the over-the- counter market through the NASD Bulletin Board Quotation System. After the merger, shares of the company would continue to trade under the name of World Tech, Inc. in the same manner. Terms of the proposed merger call for Max T. Jackson, president and chairman of the Board of NISCO, to enter into an employment agreement with the merged company and remain on the board of directors.
 NISCO had 1992 revenues of $2,516,702, while WTG had 1992 revenues of $11,905,351. WTG's 1993 revenues are projected to be approximately $15,000,000. As of Dec. 31, 1992, NISCO had total assets of $373,195 and a net worth of $100,076. WTG's total assets as of June 30, 1993 were approximately $6,200,000. Pursuant to the merger agreement, WTG's net worth prior to closing must exceed $400,000.
 It is anticipated that information or proxy statements regarding approval of the merger will be delivered to shareholders of the two companies on or before Sept. 30, 1993. Assuming approval by shareholders and satisfaction of other conditions, the merger is scheduled to close on or before Oct. 31, 1993.
 -0- 8/4/93
 /CONTACT: Max T. Jackson, 314-962-1414, of National Industrial Security/

CO: National Industrial Security Corporation ST: Missouri, Maryland IN: SU: TNM

LG -- NY042 -- 9318 08/04/93 11:11 EDT
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Publication:PR Newswire
Date:Aug 4, 1993

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