To: rowrowrow  who wrote (1829 ) 9/14/1999 11:04:00 PM From: Sprintcar     Read Replies (1)  | Respond to    of 2118  
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   Today's News On The Net - Business Wire's full file on the Internet   with Hyperlinks to your home page.   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..   Sprintcar