Standard Management Revises Terms of Exchange Offer for the Trust Preferred Securities
June 02 2006 - 12:11PM
PR Newswire (US)
INDIANAPOLIS, June 2 /PRNewswire-FirstCall/ -- Standard Management
Corporation ("Standard Management" or the "Company")
(OTC:SMANOTC:SMANP) (BULLETIN BOARD: SMAN, SMANP) , an
Indianapolis-based provider of pharmaceuticals to long-term care
and infusion therapy patients, today announced that it has revised
certain terms of its exchange offer for any and all of the
outstanding 10.25% Trust Preferred Securities issued by its
subsidiary SMAN Capital Trust I. The Trust Preferred Securities are
quoted on the OTC Bulletin Board under the symbol SMANP. (Logo:
http://www.newscom.com/cgi-bin/prnh/20010416/STANDARDLOGO )
Pursuant to the revised terms, the Company is offering to exchange
6 shares of its common stock for each trust security ($10
liquidation amount per trust security) validly tendered and not
withdrawn before the expiration date (as opposed to 4.5 shares for
each trust security). The exchange offer is being made pursuant to
an Offer to Exchange and Supplement No. 1 thereto, each previously
mailed to holders of the trust securities, and Supplement No. 2 to
the Offer to Exchange, mailed today to record holders of the trust
securities and filed with the Securities and Exchange Commission
under cover of Schedule TO. As a result of these changes the
exchange offer will now remain open until June 30, 2006, unless
further extended or terminated by the Company. The Company also
announced that it intends to continue to defer distributions on the
10.25% preferred securities of its subsidiary, SMAN Capital Trust
I. As previously announced, the deferral, which will continue with
the distribution date scheduled for June 30, 2006, may continue for
up to two years. The Company will make a decision each quarter as
to deferral of the distributions. All unpaid distributions will
accrue interest at the rate of 10.25% per annum until paid by the
Company. Under the terms governing the trust preferred securities,
the Company has the right to defer distributions for up to five
years. Ronald D. Hunter, Chairman, President and Chief Executive
Officer of Standard Management, stated that, "This exchange offer
is a strategic part of our intermediate and long-term capital plan.
The exchange will strengthen our capital base while we continue to
position the Company for increased long-term revenue growth, both
in terms of organic growth and through additional acquisitions."
Mr. Hunter continued, "In addition, the exchange will allow the
Company to decrease its long-term debt (and related debt service
obligations)." Standard Management currently operates regional
pharmacies in Seattle, Washington; Nashville, Tennessee; New
Castle, Indiana; and Indianapolis, Indiana. According to Chairman
Hunter, "Our regional acquisition strategy is what distinguishes us
in the marketplace. Our organizational development and expertise of
our executive team defines our unique position in the healthcare
industry." Trust Preferred Security holders have been sent written
materials explaining the precise terms and timing of the exchange
offer. Holders of Trust Preferred Securities are urged to read
these written materials carefully because they contain important
information about the exchange offer. Standard Management has filed
the written materials relating to the exchange offer with the
Securities and Exchange Commission (the "SEC") as part of a tender
offer statement on Schedule TO. Trust Preferred Security holders,
as well as shareholders of Standard Management and the public, can
obtain these written tender offer materials and other documents
filed by Standard Management with the SEC free of charge from the
SEC's website at http://www.sec.gov/ . Holders of Trust Preferred
Securities may obtain a written copy of the tender offer materials
by calling the Information Agent for the exchange offer, Innisfree
M&A Incorporated, toll free at (888) 750-5834. This press
release contains "forward-looking statements." The use of the words
"believe," "expect," "anticipate," "intend," "may," "estimate,"
"could," "plans," and other similar expressions, or the negations
thereof, generally identify forward-looking statements.
Forward-looking statements in this press release include, without
limitation, statements relating to the anticipated effects of the
exchange offer. These forward-looking statements are subject to
known and unknown risks, uncertainties and other factors, which
could cause actual results to be materially different from those
contemplated by the forward-looking statements. Such factors
include, but are not limited to, investor interest in receiving
shares of our common stock in exchange for their trust securities,
general market and economic conditions and other factors, including
our operating performance and overall stock market performance.
Additional risks are detailed in the Offer to Exchange under the
heading "Risk Factors." We caution you that, while forward-looking
statements reflect our good faith beliefs, these statements are not
guarantees of future performance. In addition, we disclaim any
obligation to publicly update or revise any forward- looking
statement, whether as a result of new information, future events or
otherwise, except as required by law. Standard Management is a
holding company headquartered in Indianapolis, Indiana. Information
about the Company can be obtained by calling the Investor Relations
Department at (317) 574-5221 or via the Internet at
http://www.sman.com/ .
http://www.newscom.com/cgi-bin/prnh/20010416/STANDARDLOGO
http://photoarchive.ap.org/ DATASOURCE: Standard Management
Corporation CONTACT: Michael B. Berry, Investor Relations of
Standard Management, +1-317-574-5221 Web site: http://www.sman.com/
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