WHITEHOUSE, N.J., Nov. 6, 2003 (PRIMEZONE) -- AAMPRO GROUP, Inc. (OTCBB:AAPO) announced today that the spinout of Telco Energy is proceeding forward. During the last few months Telco Energy identified a number of acquisition targets, and has fully negotiated and completed its first acquisition. Telco acquired BC&D Oil and Gas Corp., a Texas-based oil and gas producer. This acquisition not only contributes significant operations to Telco, but it also significantly enhances operational capacity and depth of management. BC&D adds over $3 million revenue and over $3 million in assets.
AAMPRO shareholders are to receive approximately 4.6 million shares of common stock in Telco Energy, as well as an additional approximately 1.53 million rights at $1.50 per share pursuant to a Rights Offering. This equates to 1 share of Telco for every 3 shares of AAMPRO owned. This stock dividend is payable to shareholders of record as of March 31, 2003.
AAMPRO Group, Inc. retains approximately 2.94 million shares of Telco on its balance sheet. In addition, AAMPRO has the right to acquire 980,000 shares at $1.50 per share pursuant to the Rights Offering. This is directly attributable to CEO Stephen Farkas waiving the overwhelming majority of the dividend that the founders of AAMPRO were entitled to receive.
This interest in Telco is not reflected currently on AAMPRO's balance sheet; however, it will be reflected once the filings are complete. This will significantly increase the balance sheet value of AAMPRO as the initial market valuation is anticipated to be between $50 and $60 million. AAMPRO anticipates its per share market value to reflect an additional $.07 to $.10 of value from the stock and rights upon the inception of trading of Telco as a public company. Steve Farkas commented, "We have been anticipating this event for a long time and we congratulate the management of Telco upon their recent accomplishments. Furthermore, we look forward to their future as a vibrant oil and gas development and distribution company."
Telco Energy is arranging to retain a stock transfer agent in preparation for its public filings. No shareholder action is required. All certificates will be sent directly by the Transfer Agent to respective shareholders.
About Telco Energy:
Telco Energy, through its wholly owned subsidiary, OGC Pipelines, LLC ("OGC"), owns, maintains and leases gas pipeline easements, primarily in Oklahoma. OGC owns approximately 1,400 miles of pipeline right-of-ways. OGC will reactivate pipelines on an as-needed basis in coordination with its own drilling activity and gas gathering. OGC already owns the right-of-ways, which is the hardest and most time consuming requirement to building a gas gathering system or GTM (Gathering, Transport and Marketing) company. OGC is strategically positioned to develop, gather, transport and market gas reserves underlying its pipelines.
Forward-Looking Statements
This news release contains forward-looking statements about our business, or financial condition and prospects that reflect our assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. There may be other risks and circumstances that we are unable to predict. When used in this news release, words such as "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions. All forward-looking statements are intended to be covered by the safe harbor created by Section 21E of the Securities Exchange Act of 1934.