Meredith Enterprises Files Application With SEC to Delist Its Common Stock From the American Stock Exchange
September 15 2005 - 8:00AM
Business Wire
Meredith Enterprises, Inc. (AMEX:MPQ) today reported that it
voluntarily filed with the SEC an application to delist its common
stock from the American Stock Exchange. The company also has
submitted to the Amex notice of its intent to withdraw from
listing. The Amex will suspend trading in the company's common
stock if and when the SEC grants the company's application to
withdraw its common stock from listing. The company expects the
delisting to become effective within 45 days. When that occurs, the
company plans to file a Form 15 with the SEC to terminate
registration of its common stock with the SEC and immediately
suspend the company's filing of current and periodic reports with
the SEC. The company anticipates that, following delisting with the
Amex and deregistration with the SEC, its common stock will be
quoted on the Pink Sheets(R), an electronic quotation service for
over-the-counter securities. The company intends to provide to the
public the information necessary for market makers to quote the
company's stock on the pink sheets, but the company can give no
assurances that any broker will make a market in the company's
common stock. According to Allen K. Meredith, the company's CEO,
"Our board of directors decided to take this action after carefully
considering the recommendation of a special committee of the board
created to evaluate the issue. The committee concluded that the
disadvantages of continuing as a public company outweigh the
benefits to the company and its stockholders, and the board
concurred with the committee's recommendation to take the steps we
announce today." Among the factors the board of directors
considered in reaching its decision are: -- The ongoing costs and
expenses, both direct and indirect, associated with the preparation
and filing of the company's periodic reports with the SEC. The
company expects to save each year approximately the equivalent of
the current quarterly dividend in out-of-pocket accounting, legal
and other costs. -- The substantial increase in costs and expenses
that the company expects to incur in 2006 and thereafter as a
public company in light of the Sarbanes-Oxley Act of 2002,
particularly complying with Section 404 of that act. -- Going
private will enable management to focus more time on running the
business rather than on SEC compliance. -- Liquidity of the
company's common stock on the Amex has been limited, and volatility
has been greater than the company believes is warranted. This
release contains forward-looking statements within the meaning of
the securities laws that are based on current expectations,
assumptions, estimates, and projections about Meredith Enterprises,
Inc. and its business. These forward-looking statements are not
guarantees of future performance and are subject to risks and
uncertainties -- many of which are outside of the company's control
-- that may cause actual results to differ materially from those
expressed or implied by forward-looking statements. These risks and
uncertainties include: whether the SEC will grant the company's
application to deregister the company's stock from the Amex, and if
so, the timing of that event; whether the company will meet the
requirements to file a Form 15 and deregister with the SEC as it
expects, particularly the requirement that the company have fewer
than 300 stockholders of record at that time (as it does
currently); the company's ability to provide the information
necessary for market makers to quote the company's stock on the
pink sheets; and whether the company's common stock will in fact be
traded on the pink sheets after the delisting and deregistration.
(The company faces the risk of delisting its shares from the Amex
but then being unable to meet the requirements to deregister as a
reporting company with the SEC. In that event, the company would
not achieve the savings it anticipates and would no longer have the
benefit of having its shares traded on the Amex rather than the
pink sheets.) The company will continue to face other risks and
uncertainties, including whether the company can maintain its
dividend, renew its leases with existing tenants, collect amounts
due under existing leases, lease vacant space to new tenants at
acceptable rates (including the approximately 38,000 square foot
vacancy in our Tustin property upon the expiration of the lease on
September 30, 2005), and complete the construction and lease-up of
a new shopping center in Garden Grove, CA and other assets it may
develop in the future. For a description of these and other risks
that may affect the company's performance, please see the sections
in its most recent Quarterly Report on Form 10-QSB entitled
"Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Significant Recent Events" and "-- Risk
Factors that May Affect Future Results."
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