The majority of the information I got
was from reading the ITHC pr's they were clear and stated the intentions since 7/27/99
when ITHC announced a name change to TRiangle Multimedia and proposed it's
business plan..
GAAY was shady in the verbiage of it's pr's, ITHC was crystal clear... While GAAY was not clear in the pr's, they did not
make ant false statements as some would have you believe. Read them
closely and you will see. It always said TBC & PSS that is the key.
Read the pr closely about the aquisition of the studio.
This pr of 8/9/99 says it all, read it closely especially section D
Integrated Healthcare, Inc. Discusses its Proposal to Triangle Broadcasting Company,
Inc., its Board
of Directors and its Shareholders
TORRANCE, Calif., Aug 9, 1999 (BUSINESS WIRE via COMTEX) -- Joseph L.
Pittera, Pro Tem Chairman and CEO of Integrated Healthcare, Inc. (OTC
BB:ITHC) announced today what the Company's intentions will be with
respect to Triangle Broadcasting Company, Inc. (OTC BB: GAAY), Palm
Springs Television Studios, Inc. and several other Triangle mid-merger
candidates.
"I would like to take this opportunity to respond to or clarify our
position on the Triangle matter so that the shareholders of both
companies can better understand what is being offered," stated Pittera.
"As a Preamble I would like to state that we view Integrated
Healthcare, Inc. as a 'platform company' in a 'leveraged buildup'
scenario. In a leveraged buildup investment format a platform company
(ITHC) is used to 'back' a management team in a public forum with a
publicly traded vehicle and cash for acquisitions within a certain
industry. The industry focus is very narrow. For example, a verylarge
and famous platform company would have been 'K-III Communications
Corp.' which was controlled by KKR and had acquired over 200 different
publications in a relatively short period of time. The management team
then began to build a 'new' company by making smaller acquisitions of
smaller companies. Our goal is the same in that we also going to back a
management team comprised of the Triangle Broadcasting Company's
current management. We feel by shifting Mr. Olsen into a newly created
position of head of 'Acquisitions and Mergers' and out of the
day-to-day operations we can become very pro active. In addition to Mr.
Olsen we would add some 'top notch' lawyers and 'in house' finance
people to the 'Olsen Division' as we define it. As stated before I will
be exiting ITHC. I am however the Chairman of a company that will be
making an investment into the new platform company Triangle MultiMedia
Corp. formerly Integrated Healthcare, Inc. if this transaction becomes
final.
"The basic outline of our offer is as follows:
(a) Integrated Healthcare, Inc. (OTC BB: GAAY) will acquire Palm
Springs Television Studios, Inc., a private company from its
private stockholders, which is currently in "mid-merger" with
Triangle Broadcasting Company, Inc. (OTC BB: GAAY) Broadcasting
for Preferred Stock in ITHC and cash. The Cash will then be
invested into the completion of the Bingo and Auction programming
which will make these two programs available for syndication far
ahead of schedule.
(b) ITHC will acquire the licensing for the Television Channel which
is also in "mid-merger" with Triangle Broadcasting for Preferred
Stock in ITHC and cash.
(c) The Preferred Stock of ITHC which will be issued to all insiders,
management and used for acquisitions of both (a) and (b) above.
It will be structured into a voting trust to be controlled in
majority by existing Triangle management. Each share of preferred
is convertible to common stock only after a three years from the
new date of issuance and can only be sold on a limited basis
until year five of maturity. This will assure Triangle of
management involvement on both major and minor issues with
respect to running the company.
(d) ITHC shall acquire all of the assets of GAAY the publicly traded
company for common stock of ITHC. The stock shall then be
available for exchange with existing GAAY shareholders on some
basis as provided by some "moving day average" of both stocks and
the ITHC market value as set forth in the marketplace prior to
the asset purchase. The ITHC Common Stock shall be used in the
purchase of the assets and the exchange of the GAAY Common Stock
if the shareholder elects to exchange. These shares will then be
registered under a Registration Statement so that they will be
"Free Trading" securities in the marketplace.
(e) Depending on the asset value of all the acquisitions (post GAAY)
Triangle MultiMedia, Inc. (Proposed symbol "QBID") will attempt
to list on a regional stock exchange or NASDAQ.
(f) The "Olsen Division" (working title) headed by Frank Olsen will
focus their efforts on the acquisition of stations, affiliates,
hardware and pre-existing content. This division will operate
autonomously from the day-to-day operations of Triangle
MultiMedia Inc. The "Mission Statement" of this division is to
seek out acquisitions and acquire them for a price below their
book value. We would like to see the Preferred Stock or a
combination of the Preferred Stock, Common Stock and Cash be used
for these acquisitions provided the marketplace "shows" a solid
value for the stock.
"This is a very brief overview of what our offer is to the current
management of Triangle Broadcasting Company, Inc. I like to advise every
shareholder that this is a speculative and high risk deal. It may not
come to fruition for any number of reasons. I strongly suggest that
individuals do not buy ITHC stock unless you first speak to your broker
and/or financial planner. I wish to thank the shareholders of GAAY and
of ITHC for the opportunity to respond to some of the outstanding
issues. Our offer to Triangle Broadcasting Company, Inc. will be
extended from the close of business Monday until the close of business
Friday the 13th of August 1999." Safe-Harbor Statement Under the Private
Securities Reform Act of 1995: The statements contained herein that are
not historical fact are forward-looking statements that are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward looking statements,
including certain delays in testing and evaluation of products and other
risks detailed from time-to-time Integrated Healthcare's filings with
the Securities and Exchange Commission. Individuals are further warned
by ITHC management that they could suffer losses to the full extent of
their investment virtually overnight if this offer is not accepted by
the above mentioned companies. Related news categories: television,
multimedia, Internet, communications, radio
Symbols: ITHC, GAAY
Copyright (C) 1999 Business Wire. All rights reserved.
CONTACT: Evans, Lambert & Associates
Rod Evans or Joseph Pittera, 310/328-3588
evlam2000@aol.com
WEB PAGE: businesswire.com
GEOGRAPHY: CALIFORNIA
INDUSTRY CODE: COMED
COMPUTERS/ELECTRONICS
TELECOMMUNICATIONS
INTERACTIVE/MULTIMEDIA/INTERNET
MERGERS/ACQ
MANAGEMENT
CHANGES
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GAAY apparently is in trouble to carry out it's business plan, cash poor, couldn't buy the
studio was the first indication.
It was apparent all along if GAAY was solvent it wouldn't
even entertain a buyout. Now seeing the offer today should
tell everyone its true worth..
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