PALM BEACH GARDENS, Fla., Jan. 21, 2004 (PRIMEZONE) -- eCom eCom.com, Inc. (OTCBB:ECEC) has agreed to four additional spins-offs of its wholly owned subsidiaries. ECom eCom.com, Inc. (eCom or ECEC) and American Capital Holdings, Inc. (ACH) reached an agreement whereby interests currently held by American Capital Holdings shall be acquired by eCom subsidiaries. ACH companies include: Freedom 4 Wireless, Inc., Cornerstone Energy Partners, LP, 21st Century Oil & Gas Exploration, Inc. and Smart Pill Diagnostics, Inc.
The agreement reached by the Board of Directors of eCom is to continue to maximize shareholder value.
David J. Panaia Chairman of eCom stated, "We have been overwhelmed with questions regarding facts surrounding these transactions. Hopefully, this press release will clear up those questions."
Question #1: How is this being done? For the many years eCom has maintained ownership of ten (10) separate operating entities. eCom has agreed that each of its subsidiaries will acquire an ACH company in a similar process as the previously completed transaction between USA SportsNet Company and American Capital Holdings, Inc. Management has structured these transactions as a tax-free spin-off. The Date of Record for each acquisition will vary. In addition to the spin-off shares, eCom shareholders will also retain their existing shares of ECEC.
Question #2: How is distribution determined for the shareholders of eCom? You must be a shareholder on the Date of Record of the announced acquisition. The shareholder Date of Record is set by the Board of Directors which is based upon the terms of each deal. For example, our recent December 22, 2003 announcement stated that you must be a shareholder of record of the common stock of ECEC at the close of business on January 5, 2004 to qualify for the tax-free spin off shares of American Capital Holdings, Inc.
Question #3: I liquidated my stock position in ECEC after January 5th what happens now? If you owned ECEC shares on January 5th you were entitled to the spin off shares of USA SportsNet, now known as American Capital Holdings, Inc. However, if you liquidated your entire position prior to the January 5, 2003 date, you will not receive any additional distribution in the spin off completed last week. You must be a shareholder on the Date of Record set forth in the spin off announcement. For example, if you were to purchase ECEC shares on January 20th 2004 and the company then announced on January 26th that an agreement had been reached on a hypothetical deal and the spin-off Date of Record was set for January 26th, you would qualify to participate in that particular tax free spin off distribution on a prorate basis. That is, so long as you did not liquidate your position prior to the close of business on January 26, 2004.
Question #4: How many shares will I receive? Every shareholder of ECEC will receive one (1) share of the eCom subsidiary for every one (1) share of ECEC owned on the Date of Record. Every shareholder of ECEC must remember that the Company is acquiring growing businesses that will require eCom to issue a greater amount of shares to the target company we are buying; i.e. USASN acquired American Capital Holdings, Inc. (ACH) in a one (1) share of (ACH) for every (20) shares of USASN owned. If you had bought 5,000 shares of ECEC on January 4th at $0.20 and maintained that position through January 5th close of business, you would still own 5,000 shares of USASN on January 6th 2004. However, as a result of the new agreement regarding the ACH acquisition, your 5000 shares of USASN would be automatically exchanged for two hundred and fifty (250) shares of the newly acquired entity.
In this instance additionally, as covered in a previously announced press release, ACH acquired the assets of Spaulding Ventures as follows; every investor of Spaulding owning one unit of Spaulding purchased at a price of fifty thousand dollars ($50,000) would receive 10,000 shares of common stock of ACH which equates to a $5.00 per share price. Meaning, those 250 bonus shares issued to the current shareholders of ECEC would have a current book value of twelve hundred fifty dollars ($1250) in a tax-free spin-off exchange. They would still retain all of their shares currently owned in ECEC.
Question #5: If I maintain my current position or increase my current position in ECEC what will I get in future spin offs? We must be very clear. Although we have reached an agreement of understanding between companies to accomplish these spin offs, they require SEC registrations and as you realize, this process takes time. To date, eCom has reached agreements for five (5) of its companies to be spun off. However, there are still six (6) more ECEC companies that American Capital Holdings, Inc. is evaluating for possible future merger and acquisition opportunities. This includes the parent company itself, eCom eCom.com, Inc. Again, we hope these opportunities come to fruition but we caution all potential investors and shareholders that management is proceeding cautiously. The Board of Directors will move forward only when it determines that the deal is in the best interests of our shareholders. Obviously, the greater the number of shares you own in ECEC common stock will result in a greater percentage of shares issued to you in a spin off distribution.
Question # 6; When will I get my new spin off shares of stock? Every shareholder will be treated equally and all shareholders will receive their shares upon the date of effectiveness of the forthcoming SEC registration filings for the all shares of each respective spin-off. However, prior to the completion of these registration filings, shareholders can elect to have restricted stock issued and then later submit these certificates to the company subsequent to the SEC effective date rulings. Please be advised that this procedure will be more costly for the individual shareholder.
Question #7: When are these transactions going to be completed? There is no way for us to determine the exact date or the final outcome. There are many factors which must be met; including but not limited to SEC and NASD rules and regulations. In conclusion eCom is working diligently on behalf of all shareholders to complete the spin off distribution program as quickly as possible.
About American Capital Holdings, Inc.
Founded in June 2003 American Capital Holdings, Inc.; now a publicly owned Florida Corporation formed for the purpose of making majority capital acquisitions primarily in developed entities. The Company owns majority controlling interests in Cornerstone Energy Partners LP, 21st Century Exploration Corporation and Freedom 4 Wireless, Inc. ACH intends to invest primarily in energy exploration, technology, consumable goods, communications, manufacturing and governmental suppliers. The Company has developed proprietary secured funding programs specifically designed for the exploration of oil and gas in the United States, Energy Tax Incentive Preferred Securities(TM) ("ETIPS"). The "ETIPS" securities are designed to pass through oil and gas well tax investment drilling credits and depletion tax allowances directly to the investors. Usually, the cost of the oil and gas well investment is written off over a three (3) year period. In addition to "ETIPS" ACH has developed Guaranteed Principal Insured Convertible Security(TM) ("GPIC'S") as an investment grade product for insurance companies as well as the financial community. "ETIPS" and "GPIC'S" are trademarked by American Capital Holdings and have process business patent applications pending.
Statements in this news release that are not descriptions of historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expect," "intends," "believes," "plans," "anticipates," "approximately," and "likely," also identify forward-looking statements. All forward-looking statements are based on current facts and analyses. Actual results may differ materially from those currently anticipated due to a number of factors including, but not limited to history of operating losses, anticipated future losses, competition, future capital needs, the need for market acceptance, dependence upon third parties, disruption of vital infrastructure, disruption of communications services marketplace, and due to natural disaster. All forward-looking statements are made pursuant to the Securities Litigation Reform Act of 1995.
For further information contact: Call media relations for ACH at (866) 823-5252, email info@achinc.net or visit www.achinc.net.
David J. Panaia eCom eCom.com, Inc. (561) 622-4395 Harry Timmons PHONE. 4076505252
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