Featherlite Announces Shareholder Meeting Date; Shareholders of Featherlite to Vote on Proposed Merger on October 11, 2006
18 Septembre 2006 - 9:35PM
Business Wire
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.
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