Hey DD, I found the other director Fred G. Luke that resigned from HRCT.
Tuesday June 22, 2:24 pm Eastern Time
Company Press Release
NuOasis Resorts Inc. to Spinoff U.S. Operations
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--June 22, 1999--
- Shares of NuOasis Las Vegas, NuOasis Laughin, NuOasis Properties, Casino Management of America and ACI Asset Management Inc.,
Wholly-owned Subsidiaries of NuOasis
Will be Distributed to NuOasis Shareholders - -
NuOasis Resorts Inc. (OTC BB:NUOA) announced on June 17, 1999 that its board of directors has approved the spinoff of the company's wholly-owned subsidiaries, NuOasis Las Vegas, NuOasis Laughlin, NuOasis Properties, Casino Management of America and ACI Asset Management Inc. to the company's shareholders.
The distribution will be effective and the shares of the five U.S. subsidiaries will be distributed to the company's shareholders of record on June 30, 1999.
The spinoff will be effected through the distribution of 812,500 shares of common stock and 300,000 shares of Series A preferred stock in each of the subsidiaries to respective NuOasis Shareholders on an approximate one for one hundred (100) basis.
The spinoffs, according to Fred G. Luke, president of NuOasis Resorts will result in the separation of the company's U.S. and foreign interests and the eventual creation of five new publicly-held companies. The shares of each subsidiary will be restricted and there will be no market until each of the subsidiaries files a Form 10-SB with the SEC and necessary filings with Nasdaq.
According to Luke, NuOasis Resorts will continue to hold its present interests in Fantastic Foods International Inc. and NuOasis International Inc. whose primary asset is the ownership of Oasis Resorts International Inc. and to develop and seek out additional opportunities in domestic and international hotel and casino development and management activities, the food, hospitality and leisure industries.
``These spinoffs of all of the company's subsidiaries, with the exception of the above two companies,' said Luke, ``is the best strategy to restore shareholder value and attract the resources to develop NuOasis Resorts' present holdings.'
Luke said that he intends to stay active in all the companies, NuOasis Resorts as to its current operating interests, and the subsidiaries as to the development stage activities until such time as the subsidiaries have become fully operational either through a merger or the development of their holdings through internally generated funds.
Luke said the company has identified and entered into negotiations with private companies to merge into each of the five new companies. Upon completion of the merger between a private company and each new company the necessary filings will be made to begin public trading of the shares.
Luke will continue to serve as the chairman and president of the new companies until a replacement chief executive officer can be selected and appointed. The five companies are also recruiting major business and industry figures with related experience to join the board of directors.
All of the subsidiaries are Nevada Corporations which immediately following the distribution of the subsidiary shares to NuOasis shareholders intend to file a Registration Statement on form 10-SB and apply for listing of this shares, where appropriate.
NuOasis Resorts Inc. is a leisure and entertainment holding company and following a corporate restructuring in 1998 it now has through its wholly-owned subsidiary NuOasis International Inc. a 49 percent interest in Oasis Resorts International Inc. which holds more than a 60 percent interest in each of its Tunisian and other foreign operating entities, such as Cleopatra Cap Gammarth Limited, the operator of The Cleopatra Cap Gammarth Casino in Cap Gammarth, Tunis, Tunisia, Cleopatra's World Inc. the operator of the Le Palace Resort Hotel in Cap Gammarth, Tunis, Tunisia and other development -- stage entities formed to exploit hotel and gaming opportunities in the Caribbean and Asia.
Note: The Private Securities Litigation Reform Act of 1995 provides a ``safe harbor' for forward-looking statements. Certain information included in this press release (as well as information included in oral statements of other written statements made or to be made by the company) contains statements that are forward-looking, such as statements relating to plan for future expansion and other business development activities as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition.
ô Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those express in any forward-looking statements made by or on behalf of the company.
These risks and uncertainties include, but are not limited to, those relating to development and construction activities, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in the interest rates), domestic or global economic conditions, activities of competitors and the presence of new or additional competition, fluctuations and changes in customer preferences and attitudes, changes in federal or state tax laws of the administration of such laws and changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions).
For more information, review the company's filings with the Securities and Exchange Commission, including the company's annual report on Form 10-K and certain registration statements of the company.
NuOasis Resorts Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660
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Contact:
NuOasis Resorts Inc.
Jonathan Small, 949/833-2094, ext. 723 |
