BF Enterprises (NASDAQ:BFEN)
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BF Enterprises, Inc. (NASDAQ:BFEN) (the "Company")
announced today that it has filed (a) a Certificate of Amendment to
its Restated Certificate of Incorporation with the Secretary of State
of the State of Delaware to consummate a 1-for-3,000 reverse split of
the Company's common stock (the "Reverse Stock Split") and (b) a
Certificate of Amendment to its Certificate of Incorporation with the
Secretary of State of the State of Delaware to consummate a
3,000-for-1 forward stock split following the Reverse Stock Split (the
"Forward Stock Split," and with the Reverse Stock Split, the
"Reverse/Forward Stock Split"). The Reverse Stock Split took effect at
6:00 p.m. (Eastern Daylight Time) yesterday, August 29, 2005. The
Forward Stock Split took effect at 6:01 p.m. (Eastern Daylight Time)
yesterday, August 29, 2005. In conjunction with the Reverse/Forward
Stock Split, the Company intends to deregister its common stock under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
thereby effecting the going private transaction.
Stockholders owning fewer than 3,000 shares of the Company's
common stock prior to 6:00 p.m. (Eastern Daylight Time) on August 29,
2005, the effective time of the Reverse Stock Split, did not
participate in the Forward Stock Split and have the right to receive
cash at a price of $8.95 per share owned by such stockholders prior to
the Reverse Stock Split. Stockholders owning 3,000 or more shares of
the Company's common stock prior to the Reverse Stock Split
participated in the Forward Stock Split and therefore continue to own
the same number of shares of the Company's common stock immediately
after the consummation of the Reverse/Forward Stock Split as they did
immediately before the transaction.
Stockholders who are to be cashed out as a result of the
Reverse/Forward Stock Split will be notified by the Company's transfer
agent, Register & Transfer Company, and receive instructions regarding
the exchange of their stock certificates for cash.
Based on information available to the Company, the number of
holders of record of the Company's common stock has been reduced to
fewer than 300 as a result of the Reverse/Forward Stock Split, and the
Company intends to file a Form 15 with the Securities and Exchange
Commission today (the "SEC") in order to terminate the registration of
its common stock under the Exchange Act. Upon the filing of the Form
15, in the absence of action by the SEC, the Company will no longer be
required to file periodic reports with the SEC, including annual
reports on Form 10-KSB and quarterly reports on Form 10-QSB, and will
no longer be subject to the SEC's proxy rules. In addition, the
Company has sent a letter to the Nasdaq National Market requesting
that the Company's common stock be delisted from the Nasdaq National
Market System prior to the opening of the market on August 30, 2005.
About BF Enterprises, Inc.
BF Enterprises, Inc. is a San Francisco-based real estate holdings
and development company.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release constitute
"forward-looking statements" within the meaning of Section 21E of the
Exchange Act, and are subject to the safe harbors created thereby. The
forward-looking statements contained in this release are based upon
various assumptions, and certain risks and uncertainties could cause
actual results to differ materially from those stated. For further
details and a discussion of these risks and uncertainties, see the
Company's filings under the Exchange Act, including the Definitive
Information Statement on Schedule 14C filed on July 26, 2005, and the
Transaction Statement on Schedule 13E-3/A filed on August 30, 2005.
The Company undertakes no obligation to correct or update any
forward-looking statements, whether as a result of new information,
future events or otherwise.