POMPANO BEACH, Fla. — Care Concepts (AMEX:IBD) announced today that it has completed the purchase from GMI Investment Partners and PET Capital Partners, LLC and its affiliates (the “Bell/Staton Group”) of approximately 40% of the non-voting common stock of the General Media, Inc. The transaction is subject only to emergence of General Media and subsidiaries from Chapter 11 bankruptcy. The Fourth Joint Amended and Restated Plan of Reorganization sponsored by the Bell/Staton Group has been confirmed by the United States Bankruptcy Court, and it is anticipated that the reorganized General Media group will emerge from bankruptcy next week.
Under the terms of its purchase agreement, the Bell/Staton Group, will own voting common stock, and will own a majority of the total common stock equity of the reorganized General Media. Messrs. Marc H. Bell and Daniel C. Staton will manage and assume day to day operations of Penthouse Magazine and the related General Media businesses. General Media will be renamed Penthouse Media Group, Inc. and Penthouse International, Inc. (“PII”) will change its name to an unrelated name. The Company, as a shareholder of Penthouse Media Group, will have the right to designate one member of the board of directors of the reorganized Penthouse Media Group.
The Company financed the acquisition and is in the process of raising additional working capital by the issuance of notes and preferred stock, as described below:
— up to $15.0 million of 10% convertible notes, of which approximately $9.5 million has been raised to date, which shall bear interest only, payable either 100% in cash, or at the option of the Company, 50% in cash and the balance in shares of Company Common Stock. The principal, together with all accrued any unpaid interest, shall be due on September 15, 2009. In addition, the holders of the 10% Notes will receive warrants (the “10% Note Warrants”) to purchase one share of Company Common Stock for each $3.00 of loan at an exercise price of $3.00 per share;
— $3.5 million in shares of Series E Preferred Stock which shall pay an annual dividend of 6%. In addition, the Company issued warrants to purchase 430,504 additional shares of Common Stock at the Series E Conversion Price;
— $3.4 million in shares of Series F Senior Preferred Stock which shall pay an annual dividend of 10%, payable either 100% in cash, or at the option of the Company, 50% in cash and the balance in shares of Company Common Stock, and unless previously converted into Common Stock shall be redeemable at the option of the holders on September 15, 2009. In addition, warrants to purchase an additional 386,194 shares of Common Stock at an exercise price of $3.00 per share were issued to the holders of the Series F Preferred Stock; and
— shares of Series G Preferred Stock which is convertible on the earlier of December 31, 2004 or obtaining Stockholder and AMEX approval, into 68 million shares, less the number of shares issuable upon conversion of the 10% Notes, Series E Preferred Stock or Series F Preferred Stock. The Series G Preferred Stock was issued in consideration of the (1) assignment to the Company of the right to purchase the General Media stock, (2) having provided financing and financial accommodations that facilitated the acquisition of the General Media stock and the proposed iBill acquisition, (3) having provided personal guarantees and ongoing indemnification to PII in connection with certain contingent liabilities, and (4) having and continuing to provide management and consulting services to the Company. As further consideration of the Series G Preferred Stock, Dr. Molina agreed to the release of certain damage claims against the Bell/Staton Group in the amount of approximately $100 million.
Upon the earlier of December 31, 2004 or the Company obtaining Stockholder and AMEX approval, the Notes, the Series E and the Series F Preferred Stock shall be convertible, at any time, at the option of the holders at a price per share that shall be equal to 50% of the average closing price of the Company’s Common Stock for the five trading days immediately prior to the date that notice of conversion is given to the Company by the Purchaser (the “Conversion Notice”), subject to a Note Conversion Price floor of $3.00 per share; provided, that at the time of conversion, if the Company’s Common Stock does not trade at $3.00 per share, the holders of the Notes and Preferred Stock shall be entitled to receive the benefit of the issuance of certain “Adjustment Shares” to be provided by certain stockholders of the Company.
Securities offered will not be or have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
