To: Rob C. who wrote (1 ) 6/7/1999 10:26:00 AM From: Rob C. Respond to of 3
LEMOYNE, Pa.--(BUSINESS WIRE)--June 7, 1999--Dialysis Corporation of America (DCA) (Nasdaq:DCAI.O) announced it has entered into a letter of intent with its parent, Medicore, Inc. and MainStreet IPO, LLC. The letter of intent provides for two simultaneous transactions. One, the merger of MainStreet into DCA, the surviving company, with its name change to MainStreet, and with the MainStreet shareholders to own approximately 80% of the company. As part of the consideration for the proposed merger, DCA is to issue additional shares to the founders of MainStreet for continued operation of MainStreet's affiliate, The CEO Letter, LLC (The CEO Letter.com). The second simultaneous transaction is DCA's sale of assets to Medicore in consideration for all but approximately 10% of Medicore's ownership of DCA and Medicore's assumption of all DCA's debt and liabilities up through the closing date of the proposed merger. The proposed merger and acquisition are subject to a variety of contingencies, including, among others, due diligence by all parties, the negotiation and completion of a merger and acquisition agreement, and most importantly, shareholder approval exclusive of any vote of Medicore's 68% equity ownership of DCA. MainStreet is a recently established company which is developing a central website to provide any company with the necessary tools to perform registered primary or secondary self-underwritten offerings of their securities. MainStreet's website will enable the companies using the facilities, through the mechanics of a "Dutch Auction," to maximize the amount of capital they will receive from selling registered securities directly to the public. The Dutch Auction allows investors to bid for the offered securities at prices and amounts the investors believe are worth purchasing. MainStreet believes this method makes the entire securities distribution process fairer, lowers the cost of the offering process to the issuer, has the price set by the investor bidders and provides greater proceeds to the issuer. The CEO Letter.com provides chief executive officers of public companies the forum to discuss their companies to the multitude of potential internet investors. The CEO Letter has an exclusive arrangement with Freeride.com, LLC, an unaffiliated website with extensive membership, to use Freeride's point reward system as an incentive for potential investors to read the CEO letters. Dialysis Corporation of America owns and operates free standing kidney hemodialysis centers to provide patients with their choice of a full range of quality in-center, acute or at-home hemodialysis services. This release contains forward-looking statements that are subject to risks and uncertainties, including certain delays beyond DCA's control with respect to future business events. In particular, the letter of intent is not a binding agreement and is subject to a variety of contingencies, primarily the satisfactory conclusion of a merger and acquisition agreement and, assuming that is accomplished, shareholder approval. --30--gaa/mi* CONTACT: Dialysis Corporation of America, Lemoyne Thomas K. Langbein, Chairman of the Board 201/288-8222 KEYWORD: PENNSYLVANIA INDUSTRY KEYWORD: MEDICINE Today's News On The Net - Business Wire's full file on the Internet with Hyperlinks to your home page. URL: businesswire.com Copyright 1999, Business Wire