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AmeriResource and Phoenix Board Approves Reorg Plan9 October 2000LAS VEGAS and NEW YORK, Oct. 9 (Press Release) -- Delmar A. Janovec, Chairman and CEO of AmeriResource Technologies, Inc. (``ARET'') (OTC Bulletin Board: ARET - news) and Mr. Michael Carstens and Mr. Joseph Del Valle, Managing Partners of Phoenix Partners LP. (``Phoenix'') have announced the Partners Committee of Phoenix Partners, L.P. and the Board of Directors of AmeriResource Technologies, Inc. have both preliminarily approved both the proposed merger of ARET and Phoenix Leisure Holdings, LLC (``PLH'') and the plan of reorganization for the post-merger company, AmeriLeisure & Entertainment, Inc.(``the Company''). The merger will be presented to the shareholders for ratification at the annual meeting to be held within the next 180 days. Mr. Joseph Del Valle, Co-Managing Partner of Phoenix Partners further states that, ``As PLH is in the final phase of certain ongoing acquisitions and, subject to any unforeseen events and final approvals, expect to fully consummate one and possibly two of the larger ongoing transactions by the end of this year or in the first quarter of next year therefore, the merger process needs to proceed on a timely basis.'' Mr. Joseph Del Valle further stated, ``the key components of the plan of reorganization, to be immediately implemented upon consummation of the proposed merger, include organizational structure, acquisition policy, which will adhere to the current policy of PLH, and capital structure. Organizational issues agreed upon include, but are not limited to the election of certain partners and directors of Phoenix to the Company's Board of Directors, continued legal representation by Seward & Kissel in New York and Ashurst Morris & Crisp in Paris and the formation of an executive committee comprising of certain Directors of the Company and two other individuals having significant senior management experience in the cruise, hospitality and gaming industries. The plan also calls for the hiring of certain individuals to fill the positions of CFO and Senior Vice President of Marketing. Mr. Delmar A. Janovec will continue to serve as President/CEO and will also be a member of the executive committee. Dr. Michael Signorelli, Chairman and CEO of NevStar Gaming & Entertainment, will also serve on said committee.'' Mr. Janovec further stated that, ``the plan has been specifically designed to allow the Company to achieve its primary objective of developing a portfolio of companies operating within certain segments of the European gaming and hospitality industries and the general cruise industry. The Company will also consider the acquisition of television broadcasting stations and certain providers of services to the film industry. As the market share and overall value of each portfolio entity is maximized, the Company will endeavor to initiate an exit strategy consisting of either a third party sale or an initial public offering. The proceeds of such will be realized by the Company and distributed to shareholders in the form of dividends.'' |