SCHEDULE 14A INFORMATION
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U.S. PAWN, INC.
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U.S. Pawn and U.S. Remodelers to Merge
WESTMINSTER, Colo., and DALLAS, Nov. 6 -- U.S. Pawn, Inc. (Nasdaq: USPN)
("USPN") and U.S. Remodelers, Inc. ("USRM") today announced that the two
companies have executed an agreement to merge USRM into a wholly owned
subsidiary of USPN (the "Merger").
USPN owns and operates thirteen pawn shops located in Colorado and Wyoming
and is based in Westminster, Colorado. As a condition of the Merger, USPN has
entered into an asset purchase agreement under which it will sell all its pawn
shop operations to privately held Pawn-One, Inc. in exchange for $4.2 million in
cash, subject to certain adjustments (the "Asset Sale"). Pawn-One, Inc. is
headquartered in Wheatridge, Colorado. Upon completion of the Asset Sale, USPN
will discontinue operations in the pawn industry. The Asset Sale and Merger are
subject to certain conditions contained in the agreements including, without
limitation, the approval of USPN shareholders.
Under the terms of the Merger, USPN will issue shares of its common stock
in exchange for all of the outstanding common stock of USRM. The number of USPN
shares issued in the Merger will depend primarily upon the amount of cash held
by USPN on the date the Merger is finalized. It is anticipated that following
the closing of the Merger current USPN shareholders will own between 17% and 25%
of USPN common stock outstanding. Charles C. Van Gundy, President and Chief
Executive Officer of USPN says, "I am very excited about the opportunity this
acquisition presents to our shareholders. I believe that U.S. Remodelers is a
dynamic company capable of successfully capturing the potential of a large
segment of the home improvement industry."
Contemporaneously with the Merger, USPN plans to change its name to U.S.
Home Systems, Inc. Pursuant to the Merger, USRM will become a wholly owned
subsidiary of U.S. Home Systems, Inc. USRM is a Dallas, Texas based company
which is engaged, through direct consumer marketing, in the design, manufacture
and installation of specialty home improvement products. Its current product
lines include kitchen cabinet refacing, bathroom updating and vinyl replacement
windows. USRM conducts a substantial portion of its direct consumer marketing
under the service mark "Century 21 Home Improvements". USRM operates thirteen
sales and installation centers across the United States. Its manufacturing
activities are conducted in a 70,000 square foot facility located in Charles
City, Virginia from which it ships completed kitchen products to all of its
branch facilities. For the twelve months ended December 31, 1999, USRM's audited
total contract revenues equaled $33 million. For the nine months ended September
30, 2000, its contract revenues (on an unaudited basis) totaled $28.4 million.
Murray H. Gross, President and Chief Executive Officer ("CEO") of USRM will
become the Chairman and CEO of U.S. Home Systems, Inc. Mr. Gross was formerly
the President and Chief Operating Officer of Facelifters Home Systems, Inc. Mr.
Gross, who has over 40 years experience in the kitchen remodeling business says,
"I believe this is a great opportunity for the shareholders of both companies. I
believe that the resources of U.S. Pawn combined with the skills and experience
of U.S. Remodelers should enable us to build a company of national prominence
and consolidate a fragmented industry now dominated by local home improvement
contractors."
<PAGE>
Except for any historical information contained herein, certain matters set
forth in this release are forward-looking statements which can be identified by
the use of forward-looking terms such as "believes," "estimates," "plans,"
"expects," "anticipates," "intends" or by discussions of strategy, future
operating results or events. These forward-looking statements are subject to
risks and uncertainties that may cause actual results, performance or
achievements to differ materially from those discussed in the forward-looking
statements. These risks and uncertainties are beyond the ability of USPN or USRM
to control, and, in many cases, USPN or USRM cannot predict all of the risks and
uncertainties that could cause actual results, performance or achievements to
differ materially from those indicated by the forward-looking statements. These
forward-looking statements speak only as of the date hereof and USPN or USRM and
their respective management cannot assure that future results or events covered
by any forward-looking statements will be achieved and disclaim any intent or
obligation to update these forward-looking statements.
