Monday April 6, 1:59 pm Eastern Time
Company Press Release
American United Global and Conese Enterprises, Ltd.
Announce Proposed Transaction Including New Board of
Directors
BELLEVUE, Wash./MIAMI--(BUSINESS WIRE)--April 6, 1998--American United Global, Inc. (OTC Bulletin Board: AUGI - news) and Conese Enterprises, Ltd., a privately owned investment company, announced today the signing of a securities purchase agreement, under which Conese Enterprises or its affiliates (the ''Enterprises Group'') will make an investment of between $4.0 and $5.5 million in AUGI Series D-3 convertibles preferred stock, convertible at $2.00 per share, into between 2.0 million and 2.75 million shares of AUGI Common Stock. In addition, the Enterprise Group will receive warrants to purchase an additional 3 million shares of AUGI Common Stock exercisable at $2.50 per share, and will also receive warrants for 150,000 shares of AUGI's Western Power & Equipment Corp. (NASDAQ National Market) subsidiary, exercisable at $6.21 per share. Enterprises Group will also purchase 200,000 shares of common stock of AUGI's IDF International, Inc. (OTC Bulletin Board: IDF - news) subsidiary at $1.25 per share and will receive warrants for an additional 300,000 IDF shares exercisable at $1.25 per share.
Consummation of the transaction is subject to a number of conditions, including maintenance by AUGI of certain net cash reserves, completion by Enterprises Group of their due diligence and approval by the
AUGI stockholders of this transaction. Subject to satisfaction of the conditions to the agreement, it is anticipated that the AUGI stockholders meeting to approve the Security Purchase Agreement will be held in May or June 1998.
On completion of the transaction, Robert M. Rubin and five other members of the AUGI Board of Directors will resign. Eugene P. Conese, Jr. will become President and Chief Executive Officer of AUGI,representatives of the Enterprises Group will represent a majority of the members of the AUGI and IDF Boards of Directors and will have representation on the Western Power & Equipment Corp. Board of Directors. Prior to joining Conese Enterprise, Ltd. Conese Jr. served as President and Chief Operating Officer of Greenwich Air Services, Inc. (GASI)(NASDAQ National Market)
Conese Enterprises, Ltd. is owned by Eugene P. Conese, Sr., who most recently served as the chairman and chief executive officer of GASI, which he founded in 1987, when GASI acquired a gas turbine engine
overhaul and maintenance company for a capital investment of approximately $1.5 million.
Under the management of Messrs. Conese, Sr. and Conese, Jr., GASI quickly became the consolidator in its business and grew to the largest independent gas turbine engine overhaul, maintenance and repair service center in the world with annual revenues of approxiately $2.0 billion (proforma with UNC -- see below).
After completing its initial public offering at $9.00 per share in November 1993, GASI made two major strategic industry acquisitions in April 1994 and June 1996. In February 1997, GASI contracted to acquire
UNC Incorporated (NYSE:UNC - news).
However, in September 1997, prior to completion of the UNC acquisition, Messrs. Conese, Sr. and Conese, Jr. were instrumental in engineering the sale of both GASI and UNC to General Electric
Company for a combined enterprise value of approximately $1.5 billion with GASI stockholders receiving in the transaction $31 per share ($62 per share, after giving effect to a two-for-one stock dividend
effected by GASI in 1996).
GASI stockholders realized an appreciation of approximately 700% in value from the IPO of November 1993 as a result of its sale to G.E. in September 1997.
Conese, Sr. is also a member of the Board of Directors of Trans World Airlines, Renex Corp.
(Nasdaq:RENX - news; NASDAQ) where he is chairman of the Compensation Committee and he is also on the board of trustees of Iona College and a board member of The Conese Foundation.
Commenting on the proposed transaction with AUGI, Conese, Sr. stated, ''It is our intention to increase AUGI's and its publicly traded subsidiaries' stockholders' value as soon as possible, and in due course to get AUGI's common stock again listed for trading on a national securities exchange.''
Also, commenting, Conese, Jr. said, ''AUGI's publicly traded subsidiaries have built a strong position in the construction equipment sale, parts sales, equipment maintenance and rental business; and in the telecommunications and construction engineering industries. Although we have not as yet established a
strategic plan for Western Power & Equipment Corp. and IDF, we currently believe that there are a number of opportunities for growth, both internally and through strategic acquisition.''
Robert M. Rubin, the President and Chief Executive Officer of AUGI stated, ''We are delighted to have been able to attract Gene Conese, Sr., and Gene Conese, Jr., both established operating executives with a highly successful track record, to make a significant investment in AUGI and to guide AUGI into the 21st Century. The current board of directors recognizes that our venture into the computer software industry has, for a number of reasons beyond our control, proven to be less than successful. We are currently in the process of evaluating our position in these businesses and are considering certain strategic alliances which we anticipate will enable our current software employees to continue in such businesses. However, we all recognize that if the transaction with the Enterprises Group is consummated, AUGI's principal focus will no longer be in the software business. Current management and the boards of each of AUGI,
Western Power & Equipment Corp. and IDF will work together with the Conese's over the next few months to complete the transaction and once again put AUGI on solid footing.''
AUGI is engaged, through two wholly-owned subsidiaries in the development of certain software and related products. Western Power & Equipment Corp, is the largest dealer in the world of Case
Corporation [NYSE:CSE - news] construction equipment with 25 retail distribution outlets with product concentration in four areas; general construction, government, light equipment, and asphalt paving. IDF,
through its wholly owned TechStar subsidiary, provides site acquisition, zoning and architectural and engineering services to the wireless communications industry, and through its Hayden Wegman
subsidiary, provides construction and engineering services to private industry and municipalities.
Contact:
American United Global, Inc.
Bob Rubin, 516/254-2134
David Barnes, 425-803-5432
or
Conese Enterprises, Ltd.
Eugene Conese, Jr., 305/774-3501 |
