Phoenix Preschool Holdings Inc – ‘SB-2/A’ on 9/10/97 – EX-99.B1

As of:  Wednesday, 9/10/97   ·   Accession #:  950116-97-1703   ·   File #:  333-31407

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of           115    527K 
                          Securities by a Small-Business Issuer                  
 2: EX-1.1      Underwriting Agreement                                32    144K 
 3: EX-1.2      Underwriting Agreement                                16     32K 
 4: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,      4     18K 
                          Liquidation or Succession                              
 5: EX-3.1      Articles of Incorporation/Organization or By-Laws      7     31K 
 6: EX-3.2      Articles of Incorporation/Organization or By-Laws     12     46K 
 7: EX-4.5      Instrument Defining the Rights of Security Holders    13     56K 
 8: EX-5        Opinion re: Legality                                   3     15K 
 9: EX-10.2     Material Contract                                     14     64K 
10: EX-10.3     Material Contract                                      2     12K 
11: EX-10.8     Material Contract                                      7     30K 
12: EX-21       Subsidiaries of the Registrant                         1      6K 
13: EX-23       Exhibit 23.2                                           1      9K 
14: EX-27       Financial Data Schedule                                1     10K 
15: EX-99.B1    Miscellaneous Exhibit                                  1      8K 

EX-99.B1   —   Miscellaneous Exhibit

EX-99.B1
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                                                                  Exhibit 99

Consent of Persons to Become Directors  

Each of the undersigned, to be appointed directors of Phoenix 
Preschool Holdings, Inc., a Delaware corporation, does hereby consent to the    
reference to him as a person about to become a director of the Company in the   
Company's Registration Statement on Form SB-2 (No. 333-31407) filed with the    
U.S. Securities and Exchange Commission.                                        

/s/ David Lenefsky                                                  
---------------------------------                                               
David Lenefsky                                                                  

/s/ Garo H. Armen                                                   
---------------------------------                                               
Garo H. Armen                                                                   

/s/ Ralph Manela                                                  
---------------------------------                                               
Ralph Manela                                                                    

Dated:  August 28, 1997                                                         

Dates Referenced Herein

This ‘SB-2/A’ Filing		Date		Other Filings
Filed on:		9/10/97		None on these Dates
		8/28/97
				List all Filings