Exhibit 99
For Immediate Release Press Contacts: Lowell Farkas David A. Kaminer
- --------------------------------------- Carnegie International Corporation The Kaminer Group
+(410) 785-7400 +(914) 684-1934
lfarkas@carnegieint.com dkaminer@kamgrp.com
----------------------- -------------------
Carnegie International and Paramount Subsidiary
Complete Acquisition of Federation of Associated Health Systems, Inc.
BALTIMORE, June 5, 2000 -- Carnegie International Corporation (OTC BB: CGYC), an
Internet support and computer telephony holding company, and its Paramount
International Telecommunications, Inc., subsidiary announced that they have
completed the acquisition of Federation of Associated Health Systems, Inc., of
San Antonio, Texas.
Lowell Farkas, president of Carnegie, said the acquisition was closed for an
estimated $3.5 million dollars in Carnegie shares, to be issued a year from
today based on the Federation's projected EBITDA of $1.5 million for that
period. The number of shares issued will be based on the Federation's
performance and the average price of Carnegie shares in the 30 days preceding
the one-year anniversary of the acquisition. The acquisition agreement also
calls for additional compensation based on the Federation performance over years
two and three.
Carnegie and Paramount had announced the signing of a definitive agreement to
acquire the Federation on May 18, 2000, with the original Letter of Intent to
acquire the Federation having been signed last summer, during a halt in trading
of Carnegie shares.
Founded in 1989, the Federation is endorsed and preferred by numerous state
hospital associations, and currently serves more than 700 hospitals with
telecommunications services, primarily in 0+/- call auditing and international
one-plus sectors. It estimates revenues of $4 million for the current fiscal
year. Paramount, a Vista, California-based company acquired by Carnegie in
March 1999, provides similar services, primarily in the hospitality industry.
"The Federation has a great synergy with Paramount, and its acquisition will
enable management to leverage investments in developing and delivering
technology to serve growing customer bases," Farkas said, noting that "making
the Federation a Carnegie company is in keeping with our business model."
S.R. Alexander Benningfield, chairman of the Federation, said his management
team and staff "is delighted to be part of a growing, publicly-held company.
The fact that we share technology and service approaches with Paramount makes
this an ideal step for all concerned." Benningfield, who will serve as a
consultant to the new Carnegie-Paramount subsidiary under a two-year contract,
said the Federation will continue to be headquartered in San Antonio, with
Paramount providing accounting and other services.
Farkas said that the other recent acquisition announced by Carnegie (see
"Carnegie International Corporation Signs Letter of Intent to Purchase Stock of
Two Merged Texas Phone Companies," Business Wire, May 11, 2000) is still on
schedule for closing at the end of June.
Carnegie International Corporation (OTC BB: CGYC, www.carnegieint.com) is an
-------------------
Internet support and computer telephony holding company with specialization in
telecommunications products, services and distribution, and in E-Commerce and
EDI. Its primary wholly-owned subsidiaries include: RomNet Support Services,
Inc., an Internet, e-business and technical support services company, Profit
Through Telecommunications (Europe) Ltd. (PTT), a telecommunications software
company providing business solutions utilizing proprietary speech recognition,
touch tone and bar code responses to send and/or receive information; ACC
Telecom of Columbia, Maryland, a leading reseller of equipment and business
telephone systems from Comdial(TM), SONY(R) and Sprint(R); Voice Quest, Inc., of
Sarasota, Florida, a developer and provider of speech recognition and voice mail
technologies and products, Paramount International Telecommunications, Inc., of
Vista, California, which serves hotels and other businesses, primarily in 0+/-
call auditing and international one-plus sectors, and Federation of Associated
Health Systems, Inc., of San Antonio, Texas, which serves more than 700
hospitals with telecommunications services, primarily in 0+/- call auditing and
international one-plus sectors.
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Press Release
(as well as information in oral statements or other written statements made or
to be made by Carnegie International Corporation) contain statements that are
forward-looking, such as statements relating to the future anticipated direction
of the telecommunications industry, plans for future expansion, various business
development activities, planned capital expenditures, future funding sources,
anticipated sales growth, and potential contracts. Such forward-looking
information involves important risks and uncertainties that could significantly
affect anticipated results in the future, and accordingly, such results may
differ from those expressed in any forward-looking statements made by or on
behalf of Carnegie International Corporation. These risks and uncertainties
included, but are not limited to, those relating to development and expansion
activities, dependence on existing management, financing activities, domestic
and global economic conditions, change in Federal or state laws, and market
competition factors.
All trademarks are properties of their respective owners.