Meredith Enterprises (AMEX:MPQ)
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From May 2019 to May 2024
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."