SOURCE: Phoenix Associates Land Syndicate

February 15, 2007 06:30 ET

Phoenix Associates Announces Preferred Stock Participation Program for Shareholders

Shareholders Offered Opportunity to Convert Common Stock Into Voting Preferred Stock, $10 Par Value; For Each 167 Shares Offered for Conversion Shareholder Will Receive One Share of Preferred, Based on Value of $.06 per Common Share; Each Voting Preferred Share Will Have 167 Votes

MADISONVILLE, LA -- (MARKET WIRE) -- February 15, 2007 -- Phoenix Associates Land Syndicate (Phoenix) (PINKSHEETS: PBLS) today announced a voting preferred stock participation program for the benefit of its shareholders.

Phoenix has 250 million authorized preferred shares, $10 par value. The company will be converting 62.5 million of these authorized shares of preferred stock to "voting" preferred stock, $10 par value, so as to have voting preferred shares available for this program. The new voting preferred stock will pay an annual dividend of 6% which will be paid quarterly. Phoenix will redeem the preferred stock within five years from the date of issuance.

For the purpose of converting their common stock into preferred stock, Phoenix shareholders will have a value of $.06 placed on each share of common stock they submit for conversion. Phoenix's common stock is currently selling at or about $.014 per share. Thus, for each 167 shares submitted for conversion, the shareholders will receive one share of $10 par value voting preferred stock. Each voting preferred share will have 167 votes.

In the event 800 million shares of common were tendered to the company under this program, a total of about 4.8 million shares of voting preferred stock would be issued, with a total value of about $48 million. At a 6% annual dividend rate, this would result in the distribution of about $2.88 million in dividends annually, or about $720 thousand per quarter.

Paul Alonzo, President and CEO of Phoenix, said today, "This will give our shareholders the benefit of a substantial increase in value of their shares over the present market price. In addition, shareholders will receive an annual 6% cash dividend (paid quarterly) and the voting preferred shares will be redeemed within five years. The program is scheduled to begin March 2007."

This product is designed to allow shareholders to cash in their common stock profitably and to continue to give the shareholders a vote. The voting preferred stock shareholders will also receive the dividend and if naked shorting exists, this conversion program may eliminate this problem if enough shareholders participate.

Any shareholder that wishes to participate in this common to preferred stock conversion program please:

1. Send your common stock certificate via "Certified - Return Receipt Requested" mail to:

Phoenix Associates Land Syndicate
P.O. Box 1358
Covington, LA 70434-1358
2. With your certificate send a letter in your own words, stating that you wish to trade these shares of common stock for the Phoenix voting preferred stock conversion offer at $0.06 per share and that you request your voting preferred stock be sent within thirty (30) days.

3. Sign the back of your certificate as the seller along with your letter.

4. Phoenix will handle the ensuing paperwork and will send your voting preferred stock within thirty (30) days of the receipt of your letter and your signed certificate.

About Phoenix Associates

Phoenix Associates Land Syndicate is a holding company with assets in aviation, sand & gravel, soil products, land development, oil and natural gas, commodity brokering, plumbing, trucking, contract hauling, construction, swimming pool construction and construction related industries.

Forward-Looking Statements

This press release contains statements that are "forward-looking" and are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 and federal securities laws. Generally, the words "expect," "intend," "estimate," "will" and similar expressions identify forward-looking statements. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements, or that of our industry, to differ materially from those expressed or implied in any of our forward-looking statements. Statements in this press release regarding the Company's business or proposed business, which are not historical facts, are "forward-looking" statements that involve risks and uncertainties, such as estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made.

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