Torvec Updates Shareholders on Preferred Stock
Proposal
ROCHESTER, N.Y., Jan. 29 Torvec, Inc.
(OTC Bulletin Board: TOVC) today announced that its portfolio of advanced
automotive technologies has generated significant interest from third parties,
and that, to retain flexibility in discussions and negotiations, the Board of
Directors has cancelled the issuance of preferred shares at this time.
These developments are discussed in a letter mailed today to shareholders
of record as of January 29, 2001. The full text of this letter is as follows:
Dear Shareholder,
At the annual meeting of shareholders held on July 27, 2000, we announced
that Torvec would issue one share of its newly approved preferred stock to
common shareholders for each common share they own as of a record date
established by the Board of Directors in January, 2001. Since our annual
meeting, Torvec has acquired a new equity line of credit for up to
$50,000,000. We have also been awarded patents for our gear swash plate
(#5,513,553) in Europe and Mexico and a U.S. patent for spool valves
(#6,095,192) -- key components of the Company's hydraulic pump/motor assembly
and a U.S. patent for the modular track system for our tracked vehicle
(#6,135,220). We have continued to test and build our fuel-efficient and
soot-reducing infinitely variable transmission prototype. The transmission
will be installed in a diesel truck and tested against EPA standards to
precisely measure improvements in fuel efficiency and pollution reduction.
On December 11, 2000, we acquired an exclusive, worldwide 20-year license
to commercialize a scientific discovery that repels ice on glass and other
surfaces and increases the traction of rubber on ice by a factor of 20. This
new and exciting "ice technology" (U.S. patent #6,027,075) was developed by
Dr. Victor Petrenko, a world-renowned ice physicist at Dartmouth College's
Thayer School of Engineering. The technology is ideal for Torvec's Fast Track
Vehicle and for similar land-based vehicle applications, including all
windshields, rubber tracks, tires and truck-tractor trailers (B.F. Goodrich
licensed the identical technology for aircraft and marine applications).
The acquisition of the ice technology, coupled with the steady maturation
of existing, advanced automotive technologies, has generated intense
third-party interest in Torvec. We are presently engaged in numerous
negotiations with a variety of U.S. and foreign enterprises which could lead
to a joint venture, one or more licenses or sublicenses, or an acquisition of
Torvec. We have recently engaged Swartz Institutional Finance to assist
management in these negotiations and to structure any opportunity so as to
maximize benefits for all our shareholders. In this context, we have been
advised to cancel our planned preferred stock issuance at this time, due to
federal income tax, securities and corporate organizational issues which could
significantly impact the structure of one or more future transactions. We
wish to retain the greatest flexibility in the negotiation process and believe
that the issuance of preferred shares at this time may limit our ability to
respond to proposals that we are presently evaluating or that may arise as
discussions move forward.
We, therefore, have decided to cancel the issuance of any preferred stock
at this time. We, of course, will keep you informed of our progress as we
endeavor to build our Company for the benefit of all our shareholders.
(Signature) Keith E. Gleasman, President
This press release contains forward-looking statements based on current
expectations subject to the risks and uncertainties outlined in Torvec's
Registration Statement dtd. 10/18/00 and the Company's ability to successfully
negotiate agreements with third parties. Torvec makes no representation that
current or future discussions will be successfully concluded.
Torvec, Inc., based in Rochester, New York, is a developer of highly
advanced automotive technologies including the FTV(TM) tracked vehicle and the
patent protected Infinitely Variable Transmission, constant velocity joint
with spherical gearing, lightweight hydraulic pump and motor assembly, and
de-icing and ice traction technology. For more information visit
http://www.torvec.com or contact Mr. Jim Gleasman of Torvec at 716-248-8549.