Mercury Air Group's Board of Directors Approves Reverse/Forward Stock Split
2005年3月22日 - 8:00PM
PRニュース・ワイアー (英語)
Mercury Air Group's Board of Directors Approves Reverse/Forward
Stock Split Mercury's Actions Would Save Company Millions in SOX
404 Costs LOS ANGELES, March 22 /PRNewswire-FirstCall/ -- Mercury
Air Group, Inc. (AMEX:MAX) today announced that a Special Committee
of independent directors of its Board of Directors recommended and
its full Board of Directors approved an amendment to its
certificate of incorporation, which, if approved by Mercury's
stockholders, would result in a one-for-501 reverse stock split of
Mercury's common stock followed by a 501-for-one forward stock
split. Stockholders whose shares are converted into less than one
share in the reverse split because they have fewer than 501 shares
at the effective date of the reverse split would receive a cash
payment from Mercury of $4.00 for each share of common stock that
they held immediately prior to the reverse stock split, a premium
of 19% over the American Stock Exchange closing price on March 21,
2005. Stockholders who own 501 or more shares before the reverse
stock split would not be affected by the transaction. The
reverse/forward stock split is subject to Mercury's lender's
consent and the approval of Mercury's stockholders. The Board would
also have the discretion if and when to affect the transaction and
reserves the right to abandon the transaction even if it is
approved by Mercury's stockholders. If the reverse/forward split is
affected, Mercury is expected to have fewer than 300 common
stockholders of record. And in that event, Mercury intends to
deregister its common stock under the Securities Exchange Act of
1934, and Mercury's common stock would no longer be traded on the
American Stock Exchange. Although Mercury's shares no longer would
be traded on the American Stock Exchange, Mercury expects that its
common stock would be quoted on the Pink Sheets. The Pink Sheets,
LLC is a provider of pricing and financial information for the
over-the-counter (OTC) securities markets. It is a centralized
quotation service that collects and publishes market maker quotes
in real time primarily through its website,
http://www.pinksheets.com/, which provides stock and bond price
quotes, financial news and information about securities traded. No
assurance can be given that any transaction will take place on
these or any other terms or that the Company's stock will be quoted
and traded on the Pink Sheets. "The transaction would result in
Mercury no longer being required to comply with Section 404 of the
Sarbanes-Oxley Act, the cost of which has been estimated to be up
to $3,000,000 or more through June 30, 2007 and approximately
$500,000 per year thereafter" said Joseph A. Czyzyk, Mercury's
Chairman and Chief Executive Officer, and further commenting: "We
continue to evaluate practices that can be implemented if we
deregister, including providing quarterly and annual audited
financial information for our stockholders. We also anticipate
having annual stockholders meetings." Important Legal Information:
Investors and holders of Mercury common stock are urged to read the
proxy statement (which will contain a list of the names,
affiliations and interests of participants in the solicitation of
proxies) regarding the proposed transaction when it becomes
available, because it will contain important information. The proxy
statement will be filed with the U.S. Securities and Exchange
Commission by Mercury, and investors and holders of Mercury common
stock may obtain a free copy of the proxy statement when it becomes
available, and other documents filed with the SEC by Mercury, at
the SEC's website at http://www.sec.gov/. The proxy statement and
other documents filed by Mercury may also be obtained free by
directing a request to Mercury Air Group, Inc., 5456 McConnell
Avenue, Los Angeles, California 90066, telephone number (310)
827-2737. About Mercury Air Group Los Angeles-based Mercury Air
Group (AMEX:MAX) provides aviation petroleum products, air cargo
services and transportation, and support services for international
and domestic commercial airlines, general and government aircraft
and specialized contract services for the United States government.
Mercury Air Group operates three business segments worldwide:
MercFuel, Inc., Maytag Aircraft Corporation and Mercury Air Cargo,
Inc. For more information, please visit
http://www.mercuryairgroup.com/. Company Contact: Joseph Czyzyk
Mercury Air Group, Inc. (310) 827-2737 DATASOURCE: Mercury Air
Group, Inc. CONTACT: Joseph Czyzyk of Mercury Air Group, Inc.,
+1-310-827-2737 Web site: http://www.pinksheets.com/ Web site:
http://www.mercuryairgroup.com/
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Mercury Air (AMEX:MAX)
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