Partech announces progress in acquisition of Tradewinds Airlines, Inc.
COLUMBUS, Ohio--July 25, 1995--Partech Holdings
Corporation (NASDAQ: APHC; Boston Exchange: PTH.B) (the
``Company''), a broadcasting and equipment leasing company,
announced that the parties to the acquisition of Tradewinds
Airlines, Inc. have entered into an agreement setting out certain
definitive terms for the merger of Tradewinds Airlines, Inc. from
Florida West Airlines, Inc. (a company in
Chapter 11 Bankruptcy) to Tradewinds Acquisitions Corporation a Delaware corporation
and subsidiary of Partech. Tradewinds Airlines, Inc. is a wholly-owned
subsidiary of Florida West, and is not a party to the Florida West
Principal terms of the agreement provide that Tradewinds
Acquisitions Corporation, the acquiring company, will be capitalized
with $2.5 million in cash, which, net of fees and expenses, will be
used by Tradewinds Airlines, Inc. in its operations. Tradewinds
Acquisitions Corporation is in the process of completing a private
placement of its common stock, and as of this date, $1 million has
been funded with an additional $1.5 million expected to be funded
prior to closing.
Upon closing, Tradewinds Acquisitions Corporation will have
approximately 4,650,000 shares outstanding with 2,850,000 shares
(approximately 61%) of its common stock issued to Florida West
Airlines, Inc. in exchange for 100% of the stock of Tradewinds
Airlines, Inc. The 2,850,000 shares are to be registered with the
Securities & Exchange Commission but will be restricted from trading
with 15% of the shares tradable within 12 months from the date of
distribution, 15% tradable within 18 months and the remaining 70%
tradable after 24 months. The remaining 1,800,000 shares are to be
registered with no trading restrictions with Partech holding 550,000
shares and the private placement investors receiving up to 1,250,000
shares at $2.00.
The transaction is subject to the completion of the $2.5 million
private placement, approval by the Bankruptcy Court to the terms of
the agreement and confirmation of the Florida West Liquidating Plan
to be filed by the Trustee for Florida West. Closing on the
transaction is anticipated to occur in October, 1995 with the
completion of the registration of the shares of common stock of
Tradewinds Acquisitions Corporation by January, 1996.
Tradewinds Airlines, Inc. operates one Lockheed L1011 wide-body
cargo jet aircraft, flying daily between Greensboro, North Carolina
and Puerto Rico and expects to use the additional capital to acquire
one or more additional L1011 aircraft.
Partech previously announced the completion of the acquisition
of 200,000 shares and warrants of Advanced Plastics International,
Inc. which shares and warrants are in the process of being
registered. Additionally, Partech is reviewing several transactions
with other companies in similar industries.
CONTACT: Partech Holdings Corporation, Columbus
John E. Rayl, 614/538-0660
HOUSE OF FABRICS ANNOUNCES BOARD CHANGES
SHERMAN OAKS, Calif.,--July 25, 1995--House
of Fabrics (NYSE: HF) announced the appointment of R.N. Hankin, H. Michael
Hecht and Mitchell G. Lynn to its board of directors. Also, the
company said William W. Pennell, 65, resigned from the board for
health reasons. These changes bring total board membership to seven
Barney Sofro, chairman of House of Fabrics, said, "I am very
pleased to have three new members on the board with exceptional
retail and financial backgrounds. Their experience will be helpful
in finalizing the company's plan of reorganization and in building
the new House of Fabrics as it emerges from Chapter 11."
Hankin, 48, is founder, senior partner and chief executive of
Hankin & Co., a Santa Monica-based management consulting firm. He
previously served for 18 years in the international accounting and
consulting firm of Price Waterhouse, where he was named managing
partner of the Warner Center, Los Angeles office in 1982. Hankin
serves as a member of the board of directors of Alpha Microsystems
(Nasdaq), Kavlico (Nasdaq), Semtech Corporation (Nasdaq), Quidel
(Nasddaq), and three privately held corporations. He is also a
faculty member at UCLA's Anderson Graduate School of Management.
Hecht, 55, retired in 1994 as president and chief executive
officer of Builder's Emporium, which was a home improvement,
hardware and garden business located primarily in Southern
California. From 1975 to 1992, he served with Carter Hawley Hale
Stores Inc. in a variety of executive capacities, the most recent of
which was as president and a member of its board.
Lynn, 46, is currently president and chief executive officer of
Combined Resources International, a start-up company that
manufactures wood products. From 1993 to 1994, he was the senior
executive vice president, director and member of the executive
committee of PRICE/COSTCO. From 1984 to 1993, he was with The Price
Company in various executive posts, the most recent of which was
president, director and member of the executive committee.
House of Fabrics operates 362 continuing company-owned House of
Fabrics, Sofro Fabrics, Fabricland and Fabric King retail and craft
stores in 34 states, and employs approximately 8,600 people. The
company and its subsidiaries filed to restructure under Chapter 11
on November 2, 1994.
/CONTACT: Marvin S. Maltzman, senior VP, General Counsel of House
of Fabrics, 818-385-2303/
TELIOS REORGANIZATION MATTERS
SAN DIEGO,Ca,--July 25, 1995--As previously announced, the
proposed Plan of Reorganization of Telios
Pharmaceuticals Inc. (Nasdaq: TLIOQ) (the "company") has been confirmed by the U.S.
Bankruptcy Court for the Southern District of California. The Plan
provides for the acquisition of the company by Integra LifeSciences
Corp. for stock, as described in the company's combined Disclosure
Statement and Plan of Reorganization.
Subject to the satisfaction or waiver of conditions to closing
as set forth in the Acquisition Agreement, the company anticipates
closing of its acquisition by Integra LifeSciences Corp. to occur in
August 1995. Upon closing, only stockholders of record on May 24,
1995, the record date established by the Bankruptcy Court, will
receive distributions under the Plan. No other stockholders will be
entitled to distributions. Further, upon closing of the acquisition
by Integra all outstanding shares of Telios' Preferred and Common
Stock will be canceled.
/CONTACT: Todd E. Simpson, CFO of Telios Pharmaceuticals,