Wellsford Real Properties, Inc. Announces Stockholders' Approval of Plan of Liquidation
November 17 2005 - 11:31AM
Business Wire
Wellsford Real Properties, Inc. (AMEX:WRP) (the "Company")
announced today that its stockholders have approved the Plan of
Liquidation (the "Plan") at the Company's annual meeting held
earlier today. Also, the stockholders elected Messrs. Douglas
Crocker II, Mark S. Germain, and Jeffrey H. Lynford to continue as
members of the Board of Directors and ratified the appointment of
Ernst & Young LLP as the Company's independent registered
public accounting firm for fiscal 2005. The Plan had been approved
by the Board of Directors in May 2005. The approval of the Plan by
the stockholders allows the Company to proceed with the completion
of the previously announced contract to sell the three residential
phases of its Palomino Park project for $176,000,000. The sale is
expected to close before the end of November and the Company
expects to make its initial liquidation distribution of $14 per
share shortly thereafter. Wellsford Real Properties, Inc. is a real
estate merchant banking firm headquartered in New York City which
acquires, develops, finances and operates real properties,
constructs for-sale single family home and condominium developments
and organizes and invests in private and public real estate
companies. This press release, together with other statements and
information publicly disseminated by WRP, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or
achievements of WRP or industry results to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include,
among others, the following, which are discussed in greater detail
in the "Risk Factors" section of WRP's registration statement on
Form S-3 (file No. 333-73874) filed with the Securities and
Exchange Commission ("SEC") on December 14, 2001, as may be
amended, and the Definitive Proxy Statement dated October 10, 2005
and filed with the SEC on October 11, 2005, which are incorporated
herein by reference: general and local economic and business
conditions; future impairment charges as a result of possible
declines in the expected values and cash flows of residential
development projects and investments or changes in the intent with
regards to such projects and investments; competition; risks of
real estate acquisition, development, construction and renovation
including construction delays and cost overruns; inability to
comply with zoning and other laws and obtain governmental
approvals; the risk of inflation in development costs (including
construction materials); the availability of insurance coverages;
the inability to obtain or replace construction financing for its
development projects; adverse consequences of debt financing
including, without limitation, the necessity of future financings
to repay maturing debt obligations; inability to meet financial and
valuation covenants contained in loan agreements; inability to
repay financings; exposure to variable rate based financings; risk
of foreclosure on collateral; risks of leverage; risks associated
with equity investments in and with third parties; risks associated
with our reliance on joint venture partners including, but not
limited to, the inability to obtain consent from partners for
certain business decisions, reliance on partners who are solely
responsible for the books, records and financial statements of such
ventures, the potential risk that our partners may become bankrupt,
have economic or other business interests and objectives which may
be inconsistent with those of WRP and our partners being in a
position to take action contrary to our instructions or requests;
inability and/or unwillingness of partners to provide their share
of any future capital requirements; availability and cost of
financing; interest rate risks; demand by prospective buyers of
condominiums and single family homes; inability to realize gains
from sales of condominiums and single family homes; lower than
anticipated sales prices; inability to close on sales of
properties; inability or failure of the purchaser of the
residential phases of Palomino Park to close; the risks of
seasonality and increasing interest rates on WRP's ability to sell
condominium units and single family homes; increases in energy
costs, construction materials and interest could adversely impact
our home building business as homes become more expensive to build
and profit margins could deteriorate; inability to raise sale
prices to maintain profit margins; the negative impact from a
continuing rise in energy costs and interest rates on our marketing
efforts and the ability for buyers to afford our homes at any price
level, which could result in the inability to meet targeted sales
prices or cause sales price reductions; environmental risks; the
Board could abandon the Plan even after its approval by the
stockholders; failure to achieve proceeds from the sales of assets
to meet the estimated ranges of initial and total distributions to
stockholders under the Plan; the uncertainty as to the timing of
sales of assets and the impact on the timing of distributions to
stockholders; illiquidity of real estate assets and joint venture
investments; increases in expenses which would negatively impact
the amount of distributions pursuant to the Plan; unknown claims
and liabilities which would negatively impact the amount of
distributions pursuant to the Plan; the sale of undeveloped land,
rather than the construction and sale, in the normal course of
business, of single family homes or condominium units which would
negatively impact the amount of distributions pursuant to the Plan;
and other risks listed from time to time in WRP's reports filed
with the SEC. Therefore, actual results could differ materially
from those projected in such statements.
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