Martin Lawrence Limited Editions Inc.
Announces Confirmation of Plan of Reorganization
VAN NUYS, Calif.--Aug. 15, 1997--Allen A. Baron, former
chairman of the board of Martin
Lawrence Limited Editions Inc., announced that on Monday,
Aug. 11, the company's plan of reorganization was confirmed by
the U.S. Bankruptcy Court.
The company, Chalk & Vermilion LLC (C&V) and the
Official Committee of Unsecured Creditors Holding Unsecured
Claims (the Committee) were all proponents of the plan. Effective
Friday, Aug. 15, the company becomes a privately held, wholly
owned subsidiary of C&V.
Under the reorganization, C&V, the largest secured
creditor in the company's Chapter 11 case, exchanged its
approximately $1.2 million in debt for all of the outstanding
equity in the reorganized company.
The C&V-funded plan also provides for the payment of
$525,000 into a fund for disbursement to unsecured creditors and
payments to secured creditors on negotiated terms. All equity
interests in the prebankruptcy company were extinguished.
Martin Lawrence is an integrated publisher, wholesaler and
retailer of limited-edition serigraphs, lithographs, sculptures
and other works of fine art created by internationally renowned
and emerging artists. Martin Lawrence also purchases and
consigns, for resale, original works of art as well as
limited-edition works not published by the company.
CONTACT: Martin Lawrence Limited Editions Inc. Allen A. Baron,
Health Management, Inc. Comments On
BUFFALO GROVE, Ill., Aug. 15, 1997 - Health Management, Inc.
(Nasdaq SmallCap: HMIS) (the "Company") announced today
that its 49% stockholder and major creditor Transworld
HealthCare, Inc. ("Transworld") issued a press release
on August 14, 1997 stating that Transworld and Counsel
Corporation ("Counsel") have entered into an agreement
relating to the sale of all of the business and operations of the
Company. The agreement calls for the purchase of the assets of
the Company by Counsel for approximately $40 million.
The Company is not a party to the Transworld/Counsel
agreement. The Company, however, has agreed to allow Counsel to
conduct due diligence and has agreed to refrain from pursuing
alternative transactions until September 30, 1997. The Company
has agreed to merge with a subsidiary of Transworld. The merger
agreement provides that the Company's stockholders will receive
$0.30 per share upon the consummation of the merger. As
previously announced, Transworld had advised the Company that it
will not be in a position to conclude the merger in the near
future. Either party can now terminate the merger agreement at
As described in the Transworld announcement, the closing of
its transaction with Counsel is subject to various conditions and
the purchase of the Company by Transworld in the merger, or
alternatively, Counsel entering into an agreement with the
Company. Accordingly, it is not clear whether Transworld intends
to consummate the merger. If the merger is not consummated the
HMI stockholders will not receive the $0.30 per share
consideration provided for in the merger agreement. Furthermore,
if the merger is not consummated and the transaction with Counsel
proceeds as a purchase of assets, it is not clear what
consideration, if any, would be paid to HMI stockholders.
The Company continues to experience severe financial
difficulties and if not stabilized through the above-described
transactions or an alternative transaction, it may have to seek
protection under the Federal Bankruptcy Laws.
Separately, HMI announced that Jim Nicol has entered into an
agreement with the Company to step down as President and Chief
Executive Officer of the Company, although he will continue to
have an active role advising the Company as a member of the Board
of Directors. Jim Mieszala, 46, formerly the Chief Operating
Officer of HMI, has been named President and CEO.
Health Management, Inc. is a national provider of integrated
pharmacy management services to patients with chronic medical
conditions and to health care professionals, drug manufacturers
and third-party payers involved in their care.
Except for historical information contained herein, the
statements made in this release constitute forward looking
statements that involve certain risks and uncertainties. Certain
factors may cause actual results to differ materially from those
contained in the forward looking statements, including those
risks detailed from time to time in the Company's reports on file
at the Securities and Exchange Commission.
SOURCE Health Management, Inc. /CONTACT: Jim Mieszala,
President & CEO of Health Management, 847-913-2419; or
Investors - Joe Kist, 212-704-8239, or Julia Kohn, 212-704-8101,
both of Edelman Financial/