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Interactive Flight Technologies, Inc.
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(Name of Registrant as Specified in its Charter)
OCEAN CASTLE PARTNERS LLC
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(Name of Person(s) Filing Proxy Statement)
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FOR IMMEDIATE RELEASE
Contact: Larry Dennedy
MacKenzie Partners, Inc.
(212) 929-5500
OCEAN CASTLE PARTNERS, LLC PROPOSES NEW BOARD OF DIRECTORS FOR
INTERACTIVE FLIGHT TECHNOLOGIES, INC.
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Philadelphia, PA, August 27, 1998 -- Ocean Castle Partners, LLC announced
today that it has proposed a new slate of directors to replace the existing
Interactive Flight Technologies, Inc. (NASDAQ Smallcap: FLYT) Board pursuant to
a solicitation of consents in lieu of an annual meeting of shareholders. The
Board proposed by Ocean Partners would be committed to increasing shareholder
value for ALL shareholders of Interactive Flight Technologies, Inc.
Ocean Partners has entered into an agreement with other shareholders,
whereby Ocean Partners and its affiliate currently have proxies to vote and
thereby may be deemed to beneficially own approximately 33.8% of the Company's
outstanding voting power.
Ocean Partners has filed preliminary consent solicitation materials with
the Securities and Exchange Commission asking fellow shareholders to support an
immediate replacement of the Company's current Board of Directors. Ocean
Partners intends to begin soliciting consents from Interactive Flight
Technologies, Inc. shareholders as soon as it clears SEC comments on its
solicitation materials.
The Ocean Group has proposed the following three candidates for the
Interactive Flight Technologies, Inc. Board:
IRWIN L. GROSS, 54, a founder of ICC Technologies, Inc., a publicly held
company listed on NASDAQ National Market, which is currently engaged in Internet
related technology, was the chairman and a director since the Company's
inception in May, 1984. Since 1988, ICC has been engaged in the design,
manufacturing and marketing of innovative climate control systems. Mr. Gross
retired from that company in July, 1998 to pursue an array of investment
strategies. In addition, Mr. Gross had served as the chief executive officer of
Engelhard/ICC, a joint venture between ICC and Englehard which was the successor
to ICC's business and which ICC Technologies, Inc. from its formation in
February, 1994 to its restructuring in February, 1998, was a fifty percent (50%)
partner with Engelhard Corporation. In February 1998, Engelhard/ICC was
restructured. In April, 1998, ICC acquired by merger Rare Medium, Inc. which is
an Internet service provider. Mr. Gross was also a founder of Interdigital
Company
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(AMEX) and served as a director and executive vice president until April,
1984. Mr. Gross has served as a consultant to, investor in and director of,
numerous publicly held and private companies. Mr. Gross also serves on the board
of directors of several charitable organizations. Mr. Gross has a Bachelor of
Science degree in Accounting from Temple University and a Juris Doctor degree
from Villanova University.
CHARLES T. CONDY, 58, had been a director of ICC Technologies, Inc. since
June, 1996. Mr. Condy is the founder, chairman and chief executive officer of
Next Century Restaurants, Inc., a private company which is the owner of Aqua,
and Charles of Nob Hill, both of which are in San Francisco. He is founder and
has been chairman and chief executive officer of Proven Alternatives, Inc., a
privately held international energy management company, since 1991. Mr. Condy
was chairman and chief executive officer of California Energy Company, Inc., a
geothermal energy company which he founded in 1971, and which became the largest
geothermal energy company in the world. Prior to founding California Energy
Company, Mr. Condy was executive vice president-Western region of John Nuveen
and Company, members of the New York Stock Exchange. In the public policy area,
Mr. Condy helped found and has served as board member of the Business Council
for Sustainable Energy Future and the Coalition for Energy Efficiency and
Renewable Technologies. Mr. Condy currently advises the U.S. Department of
Energy, the U.S. Agency for International Development, and the U.S. Asian
Environmental Partnership on energy efficiency technology transfer and related
funding to developing economies.
STEPHEN SCHACHMAN, 54, is presently a private consultant and is the owner
of his own consulting firm, Public Affairs Management, located in the suburban
Philadelphia area. From 1992 to 1995 he was an executive officer and consultant
to Penn Fuel Gas Company, a supplier of natural gas products. Prior thereto, he
was an attorney with the Philadelphia law firm of Dilworth, Paxson, Kalish &
Kaufman. Mr. Schachman was also executive vice president of Bell Atlantic Mobile
System and prior thereto, president of the Philadelphia Gas Works, the largest
municipally owned gas company in the United States.
Ocean Castle Partners, LLC is a recently formed Delaware limited liability
company, in which Irwin L. Gross is the president and sole member.
CERTAIN ADDITIONAL INFORMATION: Ocean Castle Partners, LLC ("Ocean
Partners") will be soliciting consents for the proposals set forth in its
Preliminary Consent Statement currently on file with the Securities and Exchange
Commission. The following persons may be deemed to be participants in the
solicitation by Ocean Partners: Ocean Partners which may be deemed to
beneficially own 2,231,111 shares of the Company's Class B Common Stock which
represents approximately 33.8% of the outstanding voting power of the Company
and Irwin L. Gross who could be deemed to beneficially own the above described
shares of Class B Common Stock, as well as the beneficial owner of 52,000 shares
of Class A Common Stock. To the best of Ocean Partners' knowledge, none of the
other persons who may be deemed participants currently own any shares of common
stock of Interactive Flight Technologies, Inc.
