EX-99 2 shareholderapprovalrelease.txt For Immediate Release FROM: Ameritrans Capital Corporation For more information Contact: Gary Granoff (800) 214-1047 AMERITRANS ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS New York, NY, July 22, 2005-Ameritrans Capital Corporation (NASDQ:AMTC:AMTCP) today announced that at Special Meeting of Shareholders held Thursday, July 21, 2005 the shareholders of the Company approved the private offering of the Company's common stock $.0001 par value, at a fixed purchase price of no less than book value to a limited number of "accredited investors," as that term is defined in Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended. Additionally, for every four (4) shares of common stock purchased, the Company will issue to the investor one (1) warrant, exercisable for five (5) years from the date of issuance, to purchase one (1) share of common stock at an exercise price to be fixed at a specified dollar amount that is 110% of the purchase price of the shares. The Company proposed to raise aggregate gross proceeds between a minimum of $3,000,000 and a maximum of $10,000,000. The securities sold in this offering have not been registered with the Securities Exchange Commission and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company anticipates commencement of the offering in approximately two weeks. Commenting on the shareholder approval, Gary C. Granoff, the Company's President said,"The Board of Directors and Management are pleased about the approval of the offering. We believe that raising additional capital at this time will allow the Company to expand its investment portfolio and diversify the Company's investments beyond the SBA-regulated loans and investments of our subsidiary, Elk Associates Funding Corporation. This diversification will benefit both the Company and its shareholders by providing the Company with flexibility to participate in a wide range of investment opportunities." Ameritrans Capital Corporation is a specialty finance company engaged in making loans to and investments in small businesses. Ameritrans' wholly owned subsidiary Elk Associates Funding Corporation was licensed by the United States Small Business Administration as a Small Business Investment Company (SBIC) in 1980. The Company maintains its offices at 747 Third Avenue, 4th Floor, New York, New York 10017. THIS ANNOUNCEMENT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PRESENTLY ANTICIPATED OR PROJECTED. AMERITRANS CAPITAL CORPORATION CAUTIONS INVESTORS NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS TO MANAGEMENT'S EXPECTATIONS ON THIS DATE.