SOURCE: Petroleum Consolidators of America, Inc.

February 08, 2010 15:02 ET

Petroleum Consolidators of America Announces Record Date for Spin Off of Pico Corporation

PALM BEACH GARDENS, FL--(Marketwire - February 8, 2010) - Petroleum Consolidators of America, Inc. (PINKSHEETS: PCAI) announced today that it has formed a new wholly-owned subsidiary, Pico Corporation, for the purpose of spinning off, pro rata to the beneficial owners of its common stock, all of its interest in that subsidiary and its associated operations.

Pico was formed and organized as a new holding company for Petroleum Consolidators' historical operations and subsidiaries, consisting of Pioneer Realty Group, Inc., and Gas Retailers, Inc. The formation of Pico was undertaken in anticipation that Petroleum Consolidators will consummate the previously announced and pending acquisition of CTX Technologies, Inc.

Pico is a wholly owned subsidiary of Petroleum Consolidators. All of the shares of Pico owned by Petroleum Consolidators will be spun off to the beneficial owners of Petroleum Consolidators' shares of common stock, pro rata, in the form of a stock distribution. Beneficial owners of Petroleum Consolidators' common stock entitled to participate in the distribution will receive one share of Pico for every 14 shares of Petroleum Consolidators that they own as of the record date.

Petroleum Consolidators has established the close of business on February 16, 2010, as the record date for the spin off. Only shareholders and beneficial owners of record of Petroleum Consolidators on the record date will be entitled to participate in the stock distribution. Following the record date, shares of Petroleum Consolidators common stock will trade "ex-dividend."

Pico Corporation intends to prepare and file a registration statement with the Securities and Exchange Commission registering the spin-off distribution of the shares of Pico to the beneficial holders of Petroleum Consolidators' common stock. The spin off will not occur until the registration statement has been declared effective by the Securities and Exchange Commission ("SEC"). Until the registration statement has been filed, declared effective by the SEC and the distribution completed, the shares of Pico Corporation that will be spun off have been transferred to and will be held in trust for the benefit of Petroleum Consolidators' shareholders entitled to participate in the spin off.

Other Matters

On or about May 3, 2009, Petroleum Consolidators terminated its agreement with Sunderland Capital, LLC, with regard to an equity line of credit. The company's entry into the agreement was previously announced, on or about, February 16, 2009. Also, on or about October 15, 2009, Petroleum Consolidators terminated its letter of intent to acquire an Indian River County, FL gasoline facility. The company's entry into the letter of intent was previously announced on or about April 14, 2009. Further, on or about September 14, 2009, Petroleum Consolidators' agreement with an investment bank to raise certain financing, which was previously announced on or about August 11, 2009, was terminated by the investment bank.

About Petroleum Consolidators

Petroleum Consolidators, based in Palm Beach Gardens, Florida, through its wholly owned subsidiaries Pioneer Realty Group and Gas Retailers is in the business of acquiring retail gasoline facilities. For more information please visit the company's web site at www.petroleumconsolidators.com

Forward-Looking Statements

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties. All statements, other than statements of historical facts, which address Petroleum Consolidators' expectations, should be considered as forward-looking statements. Such statements are based on knowledge of the environment in which Petroleum Consolidators' currently operates, but because of the factors herein listed, as well as other factors beyond its control, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals, the filing and effectiveness of the registration statement related to the spin off distribution, and other risks.

Contact Information

  • For further information, contact:
    David Cohen
    Petroleum Consolidators of America, Inc.
    Tel: (561) 483-4440
    Email Contact