SANTA ANA, Calif., June 10, 2003 (PRIMEZONE) -- American Hospital Resources, Inc. (OTCBB:AMHR) today announced a special dividend linked directly with its strategy of acquiring profitable pharmacy outsourcing companies. The Board of Directors has authorized the creation of a Series "D" Preferred Stock to be issued to all beneficial shareholders. The first stock to be issued in this series is directly linked to the recent Rx Solutions, Inc. acquisition. This Series "D" Preferred Stock (D1 Preferred) will be issued directly to all beneficial shareholders at a ratio of 1 share for every 20 shares of common stock held as of June 30, 2003 (Record Date). Such D1 Preferred shall be issued to all holders of common stock and all holders of preferred stock based on their common stock conversion rate. The D1 Preferred is non-voting, non-transferable, without dividend, and redeemable only by the Company.
The issuance of the Series D1 Preferred is a one-time event and will be available only to beneficial shareholders. Its special benefit is that upon the sale of Rx Solutions, Inc. or the sale of American Hospital Resources in its entirety, the holders of such Series D1 Preferred will be entitled to the first 5% of the net proceeds received by the Company from such sale represented by the valuation of the Rx Solutions component. As an acquisition company, AMHR anticipates offering similar special stock dividends linked to subsequent acquisitions. Management and the Board of Directors have determined this stock dividend vehicle to be a proper structure to reward long-term investors who share the Company's vision.
Christopher Wheeler, founder and Chief Executive Officer of AMHR stated, "We recognize that as a public company our first responsibility is to our shareholders. By creating a linked class of special Preferred, we hope to reward the long-term investor who shares our vision. By building a profitable national pharmacy outsourcing company we expect one of our viable exit strategies to become our subsequent acquisition by a much larger company. This special dividend structure is designed to favor and reward our long-term investors and insure that they are first in line to benefit from gains realized in any such future transaction. The open market share price for any company's stock is always subject to dynamics not necessarily linked to the success of the company. These price fluctuations are an innate feature of the free market system. Our goal is to transfer a preferential opportunity for additional profit to our long-term shareholders. The Board of Directors expects that AMHR will continue to issue subsequent Series "D" Preferred Stock as a reward for each future acquisition in our consolidation campaign. It is anticipated that such subsequent Series "D" Preferred will be issued only on one occasion and only to beneficial shareholders at the time of each subsequent issuance, making these special dividend stocks not subject to future ownership dilution."
Except for historical information contained herein, the matters discussed in this news release are forward-looking statements that involve risk and uncertainties, including but not limited to economic, competitive, governmental, political and technological factors affecting the Company's revenues, operations, markets, products and prices and other factors discussed in the Company's various filings with the Securities Exchange Commission.