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 NEW YORK, Sept. 24 /PRNewswire/ -- Natural Child Care, Inc. (NASDAQ Small Cap: NACCC, NACWC) announced that it had consummated its previously announced proposed business combination with Winners All Limited. Simultaneously, the previously announced 20 percent stock dividend payable to company shareholders of record as of Aug. 16, 1993, was activated and is to be distributed within approximately seven days to such shareholders, resulting in an additional 568,866 shares of common stock being issued.
 The Winners All shareholders received in the combination approximately 1,140,220 shares of the company's new series WINAL voting convertible preferred stock carrying a number of votes equal to 20,523,966 shares of the company's common stock into which the preferred is automatically convertible at the next annual meeting of shareholders when a charter amendment will be presented to shareholders to increase the authorized common stock to an amount sufficient to allow such conversion and to change the company's name to Winner's All International, Inc. It is anticipated that such meeting will be held sometime this fall. Mr. Anthony Joyce, the newly elected chairman, president and chief executive office of the company and head of Winners All Limited, owns approximately 94.5 percent of the preferred stock and will own approximately 80 percent of the common stock outstanding after the automatic conversion.
 The board of directors of the company was reconstituted to include incumbent directors Jules Zimmerman, Mark Schindler and Dr. Eugene Stricker and four new directors, being Mr. Joyce, Paul E. Gilkes, Brian Chandler and Alex Larkman.
 Winners All has the worldwide exclusive license outside the United States to manufacture and market the U C'N WIN point-of-purchase full- color, interactive, video marketing and promotion system for in-store marketing and advertising of merchandise. The machines will only be leased to users with title and ownership remaining in Winners All. A Mexican affiliate of Winners All has begun to market the machine in Mexico and has installed 38 machines on a paying trial basis. The machine is also being marketed for Winners All in Singapore by its Asia Pacific distributor, a major food processing company, which has manufactured 20 machines for initial trial and use in the Singapore market. Winners All has recently entered into an agreement with IBM United Kingdom Limited for IBM to manufacture and service all of the machines to be leased by Winners All in England and Europe at a fixed price. Winners All is negotiating the sale of its Asia Pacific rights, including the above arrangements for Singapore, to an unaffiliated entity for a fixed sum plus a royalty. The transaction is dependent upon the buyer depositing a non-refundable deposit of $500,000 to bind its offer pending final negotiation and consummation of such sale.
 In announcing the consummation of the combination, Mr. Joyce stated: "We are pleased to now be an American public company. Many other developments concerning the growing worldwide interest and commitment to the Winners All system are occurring as we continue to expand our horizons and markets. New distributors in various countries in Europe and South America are being established, which may result in significant revenues for the company in 1994. I look forward to keeping our shareholders advised of all future developments and anticipate that this combination will be fruitful and profitable for all of our shareholders."
 -0- 9/24/93
 /CONTACT: Mark Schindler, CFO of Natural Child Care Company, 212-599-6292/

CO: Natural Child Care, Inc.; Winners All Limited ST: New York IN: SU: TNM

TS-TW -- NY020 -- 5318 09/24/93 09:19 EDT
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Publication:PR Newswire
Date:Sep 24, 1993

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