Featherlite (NASDAQ:FTHR)
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Featherlite, Inc. (Nasdaq:FTHR), a leading manufacturer
and marketer of specialty aluminum trailers, transporters and luxury
motorcoaches, announced today that it will hold a special meeting of
its shareholders on October 11, 2006 to vote on the proposed merger
with a subsidiary of Universal Trailer Holdings Corp. Featherlite has
filed a definitive proxy statement with the Securities and Exchange
Commission that will be mailed to Featherlite's shareholders of record
as of September 14, 2006.
The special meeting of Featherlite's shareholders will be held on
October 11, 2006 at 10:00 am (CST) at the Cresco Country Club, located
at 22005 115th Street, Cresco, Iowa 52136, for shareholders preferring
to vote in person on the merger. Shareholder who do not prefer to vote
in person may vote by proxy. Shares of Featherlite common stock held
in "street name" will not be voted by a shareholder's broker unless
the shareholder instructs its broker as to how (s)he wants the vote
recorded. Non-votes will not be counted in favor of the merger and
will have the same effect as vote against approval of the merger.
Shareholders of record as of September 14, 2006 will be entitled to
vote at the special meeting. Featherlite will commence the mailing of
its definitive proxy statement to its shareholders on or about
September 20, 2006.
Conrad Clement, Chairman and CEO of Featherlite, said, "We believe
the merger with Universal Trailer represents an excellent value for
Featherlite's shareholders and great new opportunities for Featherlite
employees and dealers. Our board of directors and special committee
are unanimously in favor of the merger, and we urge shareholders to
join us in supporting it."
On July 27, 2006, Featherlite announced that it signed a
definitive agreement to merge with a subsidiary of Universal Trailer.
A special committee of Featherlite's outside directors has approved
the merger agreement. The consummation of the merger is subject to
various conditions, including shareholder approval, the closing of
debt financing arrangements, the continued effectiveness of an
agreement between Universal Trailer and Featherlite Coaches, Inc., and
other customary closing conditions. The proposed merger is expected to
close in October, 2006 following the Featherlite shareholder meeting.
As summarized in the proxy statement, on August 22, 2006,
Featherlite received a summons and complaint in connection with a
lawsuit relating to Universal Luxury Coaches, LLC, or ULC, a company
controlled by Nevada Coach Partners, LLP, an entity with a majority
interest owned by Conrad Clement, Tracy Clement, Eric Clement and
James Wooley, who are officers and shareholders of Featherlite. ULC
sold timeshare interests in luxury motorcoaches sold to ULC by
Featherlite. ULC ceased its operations and Featherlite terminated its
relationship with ULC in 2004. Featherlite has been named as a
defendant, along with Messrs. Clement and Wooley and other
individuals, in a lawsuit claiming damages in excess of $7,000,000.
Featherlite must respond to the complaint by October 4, 2006. Based
upon the information currently available, neither Featherlite nor
Universal Trailer believes that this lawsuit will be likely to have an
adverse effect on the consummation of the merger.
Important Additional Information
Featherlite has filed a definitive proxy statement with the
Securities and Exchange Commission, or SEC, relating to the merger.
This proxy statement will be sent to all shareholders of Featherlite
seeking their approval of the transaction. Shareholders are urged to
read the proxy statement and any other relevant documents filed with
the SEC carefully because they contain important information about
Featherlite, the proposed transaction and related matters.
Featherlite, the special committee of its board of directors, and
Featherlite's officers and directors may be deemed to be participants
in the solicitation of proxies from the shareholders of Featherlite
with respect to the transactions contemplated by the merger agreement
referred to above. Information regarding Featherlite's directors and
executive officers is contained in Featherlite's annual report on Form
10-K for the year ended December 31, 2005, which is filed with the
SEC. You may obtain additional information regarding the direct and
indirect interests of Featherlite, the special committee, and
Featherlite's directors and executive officers in the proposed merger
by reading the proxy statement.
Shareholders will be able to obtain free copies of the proxy
statement, Form 10-K and other documents filed by Featherlite with the
SEC through the website maintained by the SEC at www.sec.gov and
through Featherlite's website at www.fthr.com.
About Featherlite
With more that 75 percent of its business in the leisure,
recreation and entertainment categories, Featherlite(R), Inc. has
highly diversified product lines offering hundreds of standard model
and custom-designed aluminum specialty trailers, specialized
transporters, mobile marketing trailers and luxury motorcoaches. For
more information about Featherlite, please visit www.fthr.com.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act
This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, including the statement that the merger
is expected to close in October, 2006 and that neither Featherlite nor
Universal Trailer believes that the litigation described above will be
likely to have an adverse effect on consummation of the merger. These
forward-looking statements are based upon current expectations and
beliefs and are subject to a number of factors and uncertainties that
could cause actual results to differ materially from those described
in the forward-looking statements. These statements are not guarantees
of future performance, involve certain risks, uncertainties and
assumptions that are difficult to predict, and are based upon
assumptions as to future events that may not prove accurate.
Therefore, actual outcomes and results may differ materially from what
is expressed herein. For example, if Featherlite does not receive
required shareholder or governmental approvals or fails to satisfy
other conditions to closing, the merger will not be consummated. In
addition, the litigation described in this press release is in its
early stages and, like all litigation, is inherently subject to risks
and uncertainties beyond our control, including unexpected actions of
the other parties or the court. In any forward-looking statement in
which Featherlite or Universal Trailer expresses an expectation or
belief as to future results, such expectation or belief is expressed
in good faith and believed to have a reasonable basis, but there can
be no assurance that the statement or expectation or belief will
result or be achieved or accomplished. Other economic, business,
competitive and/or regulatory factors that may cause actual results to
differ materially from those described in the forward-looking
statements are described in Featherlite's filings with the SEC,
including its Annual Report on Form 10-K for the most recent fiscal
year, its most recent Quarterly Report on Form 10-Q, and its Current
Reports on Form 8-K. All forward-looking statements included in this
press release are based on information available to Featherlite on the
date hereof. Featherlite undertakes no obligation (and expressly
disclaims any such obligation) to update forward-looking statements
made in this press release to reflect events or circumstances after
the date of this press release or to update reasons why actual results
could differ from those anticipated in such forward-looking
statements.