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Filed by Advantage Marketing Systems, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Universal Nutrition Corporation and Affiliates
Commission File No. 001-13343
NEWS RELEASE
October 23, 2000 For more information contact
Kay Love, Dir., I.R. (405) 419-4919
ADVANTAGE MARKETING SYSTEMS SIGNS LETTER OF INTENT
TO ACQUIRE UNIVERSAL NUTRITION CORPORATION AND AFFILIATES
OKLAHOMA CITY, OK -- Advantage Marketing Systems, Inc. ("AMS") (AMM --
AMEX) Chairman and CEO, John W. Hail, announced today a letter of intent has
been signed with Universal Nutrition Corporation ("UNC") to acquire the
Atlanta, Georgia, based firm and their 3 affiliate companies. This
acquisition is subject to execution of a definitive agreement and approval by
our shareholders. Solicitation of shareholder approval will be pursuant to a
proxy statement/prospectus to be provided when it becomes available.
UNC, a privately held company, develops proprietary health, diet and
beauty products sold via direct mail, infomercials and the Internet. They
currently market approximately thirty brand name products divided into two
categories: weight loss and anti-aging. UNC projects USA sales for the year
2000 of $35,000,000 with pre-tax profits in excess of $5,000,000. Sales for
2001 are projected to be $50,000,000 with projected pre-tax profits exceeding
$6,000,000. The UNC acquisition would grant AMS exclusive worldwide
distributorship of this proprietary product line and the marketing leverage
provided by television and the Internet.
AMS currently has a distributor sales force of 80,000 and a product
line of more than 100 natural nutritional supplements, weight management
products, skin and hair care products and cosmetics based on herbal-based
proprietary product formulations.
For more information, visit the Company's web site at
www.amsonline.com.
AMS is listed on the American Stock Exchange under the trading symbol
AMM.
The foregoing information does not constitute an offer of any
securities for sale. Also, investors and security holders are advised to
read the proxy statement/prospectus regarding the business combination
transaction referenced in the foregoing information, when it becomes
available, because it will contain important information. Such proxy
statement/prospectus will be filed with the Securities and Exchange
Commission by Advantage Marketing Systems, Inc. Investors and security
holders may obtain a free copy of the proxy statement/prospectus (when
available) and other documents filed by Advantage Marketing Systems at the
Commission's web site at www.sec.gov. The statement/prospectus and such
other documents may also be obtained from Advantage Marketing Systems, Inc.
by directing such request to Advantage Marketing Systems, Inc., 2601
Northwest Expressway, Suite 1210W, Oklahoma City, Oklahoma 73112-7293, Attn:
Investor Relations; tel: (405) 842-0131; e-mail: [email protected].
Certain statements in this release may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Certain, but not necessarily all, of such forward-looking
statements can be identified by the use of forward-looking terminology such
as "anticipates," "believes," "expects," "may," "will," or "should" or other
variations thereon, or by discussions of strategies that involve risks and
uncertainties. The actual results of the Company or industry results may be
materially different from any future results expressed or implied by such
forward-looking statements.
