Arizona Land Income Corporation Declares Special Dividend
2007年12月22日 - 6:15AM
ビジネスワイヤ(英語)
Arizona Land Income Corporation (AMEX: AZL) today declared a
special dividend of $0.05 per share on its common stock. This
dividend will be paid on January 15, 2008 to shareholders of record
as of December 31, 2007. In addition, AZL announced that it will
pay state and federal corporate income tax on its net long-term
capital gain income for 2007. AZL estimates that the amount of the
corporate income tax payable will be approximately $.6 million
relating to 2007 net capital gain income of approximately $1.3
million. Consistent with applicable requirements under state and
federal law, each of AZL�s shareholders of record as of December
31, 2007 will be allocated a pro rata portion of AZL�s net capital
gain, and would include the allocated amount in calculating 2007
taxable income. Each of AZL�s shareholders of record as of December
31, 2007 will also be allocated a refundable federal income tax
credit equal to a pro rata portion of the federal corporate income
tax paid by AZL. Additional information regarding the amount of net
capital gain and refundable income tax credit allocated to AZL
shareholders is expected to be distributed no later than February
29, 2008. Information Concerning Federal Income Tax Consequences of
the Allocation The Internal Revenue Code includes a provision for
real estate investment trusts such as AZL that requires AZL to
allocate its undistributed long-term capital gain income to its
shareholders of record as of the last day of its fiscal year. AZL
is required to provide such shareholders with a written notice of
the allocation within 60 days of the close of its taxable year. The
shareholders of AZL would include in their income as long-term
capital gain the amount designated by AZL in such notice and will
also receive a credit for the federal corporate income taxes paid
by AZL relating to the allocated income. AZL must pay corporate tax
on the undistributed long-term capital gain income by January 30,
2008. AZL will report the amount of the allocated undistributed
capital gain to its shareholders on Form 2439. Form 2439 � Notice
To Shareholder of Undistributed Long-Term Capital Gains � is
similar to a Form 1099 and reflects the amount of income the
shareholders must report on their federal income tax returns, as
well as the amount of tax paid by AZL with respect to such income.
An individual�s allocable share of the tax paid by AZL, as shown on
the Form 2439, generally will exceed the amount of tax such
individual will be required to pay with respect to its allocable
share of AZL�s undistributed long-term capital gain. Should the
amount of tax paid by AZL as shown on the Form 2439 exceed the
amount of tax a shareholder is required to pay with respect to its
allocable share of the undistributed long-term capital gain, that
shareholder may use such excess amount as a credit toward other
federal tax obligations. If the shareholder has no other federal
tax obligations, the shareholder may apply for a refund of such
excess amount. The undistributed long-term capital gain income also
may be subject to state income tax. Each shareholder of AZL should
consult its own tax adviser concerning the tax consequences arising
from AZL�s payment of corporate income tax and the related
allocations of capital gain income and refundable tax credit. About
Pacific Office Properties Trust, Inc. AZL has entered into a Master
Formation and Contribution Agreement with The Shidler Group (the
�Master Agreement�) governing transactions whereby AZL will acquire
the West Coast office portfolio of The Shidler Group, and
reincorporate in Maryland under the name Pacific Office Properties
Trust, Inc. (�Pacific Office Properties Trust�). Pacific Office
Properties Trust will be a real estate investment trust which will
acquire, own, and operate office properties in the western U.S.,
focusing initially on the four high-growth markets of Honolulu, San
Diego, Los Angeles, and Phoenix. Pacific Office Properties Trust
will focus on acquiring, with institutional co-investors,
�value-added� office buildings whose potential can be maximized
through improvements, repositioning, and superior leasing and
management. Pacific Office Properties Trust will continue The
Shidler Group�s highly successful institutional joint-venture
operations, which focus on acquiring opportunistic and value-added
commercial real estate in partnership with institutional
co-investors. About Arizona Land Income Corporation Arizona Land
Income Corporation is a real estate investment trust headquartered
in Phoenix, Arizona. It is externally advised by ALI Advisors, Inc.
and currently has a portfolio of real estate and other assets
aggregating approximately $4.2 million. About The Shidler Group The
Shidler Group is a private long-term investor in commercial real
estate. Over the past 30 years, through its private and public
affiliates, it has acquired, owned and managed more than 2,000
properties containing over 150 million square feet of leasable
area. Currently, The Shidler Group, through its affiliates, owns
and manages commercial properties in Honolulu, Los Angeles, San
Diego and Phoenix, and maintains offices in Honolulu, San Diego,
Phoenix and New York. The Shidler Group has founded three publicly
traded real estate investment trusts � Corporate Office Properties
Trust (NYSE: OFC), First Industrial Realty Trust (NYSE: FR), and
Tri Net Corporate Realty Trust (formerly, NYSE: TRI, now part of
iStar Financial (NYSE: SFI)). The Shidler Group also founded Primus
Guaranty, Ltd. (NYSE: PRS), a Bermuda-based holding company whose
primary subsidiary, Primus Financial Products, is a AAA/Aaa rated
provider of credit default protection. Credit Suisse Securities
(USA) LLC is acting as financial advisor to The Shidler Group, and
Peacock, Hislop, Staley, & Given, Inc. is acting as financial
advisor to AZL. Barack Ferrazzano Kirschbaum & Nagelberg LLP is
serving as legal advisor to The Shidler Group, and Squire, Sanders
& Dempsey L.L.P. is serving as legal advisor to AZL. Additional
Information and Where to Find It This press release does not
constitute a solicitation for votes for the transaction
contemplated in the Master Agreement. In connection with the
proposed transaction, AZL has filed a proxy statement regarding the
proposed transaction with the Securities and Exchange Commission.
Shareholders are able to obtain a free copy of the definitive proxy
statement and other documents filed by AZL with the SEC at the
SEC's website at www.sec.gov. The definitive proxy statement and
other relevant documents are also available, free of charge, from
AZL by directing a request to Ms. Deanna Barela at (602) 952-6821
or dbarela@phsg.com. Shareholders are urged to read the proxy
statement and other relevant material before making any voting
decisions with respect to the transaction. AZL and its respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of AZL in
connection with the transaction. Information about AZL and its
directors and executive officers, and their ownership of AZL common
stock, is set forth in the definitive proxy statement which was
filed with the SEC on December 13, 2007. Certain Information About
Forward-Looking Statements Statements contained in this release
except for historical information are forward-looking statements
that are based on current expectations and involve risks and
uncertainties. Without limiting the generality of the foregoing,
words such as �may,� �will,� �expect,� �believe,� �anticipate,�
�intend,� �could,� �estimate,� or �continue,� or the negative or
other variations thereof or comparable terminology, are intended to
identify forward-looking statements. The risks and uncertainties
inherent in such statements may cause actual future events or
results to differ materially and adversely from those described in
the forward-looking statements. Specifically, there can be no
assurance that the parties will complete a strategic transaction on
favorable terms or at all. Important factors that may cause a
difference between projected and actual results for AZL are
discussed in AZL�s filings from time to time with the SEC,
including but not limited to AZL�s annual reports on Form 10-KSB,
subsequent quarterly filings on Form 10-QSB and current reports on
Form 8-K as well as the definitive proxy statement which was filed
with the SEC on December 13, 2007. AZL and The Shidler Group
disclaim any obligation to revise or update any forward-looking
statements that may be made from time to time by any of them or on
their behalf.
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