Wellsford Real Properties, Inc. Withdraws Its Previously Proposed Stock Split, Continues with Plan of Liquidation
12 Settembre 2005 - 10:48PM
Business Wire
Wellsford Real Properties, Inc. (AMEX:WRP) (the "Company")
announced today that its Board of Directors (the "Board") has
rescinded its adoption of the previously announced proposal for a
1-for-100 Reverse Stock Split and 100-for-1 Forward Stock Split of
its common shares (together, the "Stock Split") and will proceed
with its previously announced Plan of Liquidation. The processing
of the proxy statement with the Securities and Exchange Commission
has been more complex and is taking longer than anticipated because
of the inclusion of the Stock Split as one of the proposals. As a
result, the Company at this point in time could not ascertain when
the proxy statement would be available to be mailed to shareholders
and when such a meeting would be held if this proposal were to
remain in the proxy statement. Further time delays could impact the
Company's ability to sell the Company's primary asset, the three
rental phases of Palomino Park. In addition, the Board has also
determined, based on information received from its proxy solicitor,
that the Company would spend an amount greater than the $1 million
limit previously stipulated and publicly announced. After
consideration of these factors, the Board has concluded to rescind
its adoption of the Stock Split and to proceed solely with the Plan
of Liquidation. Thus, the Company will continue to be listed for
trading on the AMEX, subject to the ramifications of the Plan, and
make all required SEC filings and disclosures. On May 19, 2005 the
Board announced that it had adopted two proposals: a Plan of
Liquidation and a Stock Split. Each proposal was subject to a
separate approval by the Company's shareholders at an annual
meeting, to be announced, which would be held pursuant to the
mailing of a proxy statement. Subsequently on May 26, 2005, the
Company announced that the Board reserved the right to terminate
the Stock Split proposal if the aggregate amount to be paid to
cash-out fractional shares exceeded $1 million. The purpose of the
Stock Split was to reduce the number of shareholders to less than
300 which would have permitted the Company to end its reporting
obligations under the Securities Exchange Act of 1934 and the AMEX
listing of its common shares and continue operations as a
non-public company. It was anticipated that if adopted this
proposal could relieve the Company of the costs and compliance
obligations associated with operating as a listed public company.
The Company announced previously that whether or not the Stock
Split was effectuated, the Company would proceed with implementing
the Plan of Liquidation, if it were approved by shareholders.
Jeffrey Lynford, Chairman and Chief Executive Officer of the
Company commented that "The Board believes that although the Stock
Split potentially could have led to cost savings over the term of
the liquidation, obtaining timely approval of the Plan and
concluding the sale of Palomino Park are paramount. The Company has
under a contract for sale, subject to completion of due diligence
by the purchaser and approval of the Plan by the Company's
shareholders, three rental phases at Palomino Park for $176
million." 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 the Company, 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 the Company 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: Failure of the
stockholders to approve the Plan; the Board could abandon the Plan
even if it is approved by the stockholders; higher operating costs
during the liquidation as a result of remaining a public reporting
company; failure to achieve proceeds from the sales of assets to
meet the estimated ranges of initial and total distributions to
stockholders; changes to the amount of the purchase price of the
Palomino Park rental phases as a result of the due diligence by the
buyer; inability or failure of the buyer to close; the uncertainty
as to the timing of sales of assets and the impact on the timing of
distributions to stockholders; illiquidity of certain assets;
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 condominiums which would negatively impact the
amount of distributions pursuant to the Plan; and other risks
listed from time to time in WRP's reports and proxy statement filed
with the SEC. Therefore, actual results could differ materially
from those projected in such statements.
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