McRae Industries Announces Completion of Reverse/Forward Stock Split to Permit SEC Deregistration
December 01 2005 - 4:30PM
PR Newswire (US)
MOUNT GILEAD, N.C., Dec. 1 /PRNewswire-FirstCall/ -- McRae
Industries, Inc. (Amex: MRI.A; MRI.B) on the American Stock
Exchange) announced today that it has filed certificates of
amendment to its certificate of incorporation with the Secretary of
State of Delaware to effect a 1-for-200 reverse stock split, to be
followed immediately by a 200-for-1 forward stock split, of the
outstanding shares of both classes of its common stock (Class A and
Class B) (the "transaction"). The transaction will take effect as
of 11:59 p.m. (eastern time) on December 1, 2005. The main purpose
of the transaction is to permit the Company to deregister the
common stock under the Securities Exchange Act of 1934 (the
"Exchange Act") and thereby avoid the expenses associated with
filing reports with the Securities and Exchange Commission. As a
result of the transaction, stockholders holding fewer than 200
shares of the Company's common stock (Class A or Class B)
immediately before the transaction will have such shares cancelled
and converted into the right to receive from the Company a cash
payment of $14.25 for each such share owned before the reverse
stock split. Stockholders who are cashed out as a result of the
transaction will be notified by the Company's transfer agent,
Wachovia Bank, N.A., and receive instructions regarding the
exchange of their stock certificates for cash. Stockholders owning
200 or more shares of a class of common stock (Class A or Class B)
immediately before the transaction will continue to hold the same
number of shares of that class after completion of the transaction
and will not receive any cash payment for their shares of that
class. The Company expects to pay approximately $2.7 million to
purchase shares cashed out in the transaction. As a result of the
transaction, the Company expects that the number of holders of
record of each class of the Company's common stock will be reduced
to fewer than 300, which will enable the company to terminate the
registration of its common stock under the Exchange Act. In
connection with the transaction, trading of the common stock on the
American Stock Exchange will be suspended. As previously announced,
on November 4, 2005 the Company filed an application with the SEC
to voluntarily delist and deregister the common stock. The Company
expects to receive an order from the SEC effecting the delisting
during the week beginning December 12, 2005. The common stock is
currently quoted in the Pink Sheets and stockholders will continue
to be able to trade their shares in the over-the-counter markets or
private transactions. McRae Industries, Inc., a Delaware
corporation headquartered in Mt. Gilead, North Carolina, is engaged
in the manufacture, sale and distribution of military footwear and
western and work boots, and the sale and distribution of bar code
reading and printing devices. DATASOURCE: McRae Industries, Inc.
CONTACT: D. Gary McRae of McRae Industries, Inc., +1-910-439-6147
Web site: http://www.mcraeindustries.com/
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