Pride Companies, L.P. Plans to Acquire Minority Limited Partners' Interests Through a 'Cash-Out' Merger
19 Noviembre 2003 - 4:56PM
PR Newswire (US)
Pride Companies, L.P. Plans to Acquire Minority Limited Partners'
Interests Through a 'Cash-Out' Merger ABILENE, Tex., Nov. 19
/PRNewswire-FirstCall/ -- The Board of Directors of Pride Refining,
Inc., the managing general partner of Pride Companies, L.P. (Pink
Sheets: PRCU) ("Pride"), announced today that it is soliciting the
consent of Pride's limited partners to a merger of Pride with an
entity to be created prior to the merger. In the merger, limited
partners, other than the executive officers of Pride Refining, will
be entitled to receive $90.00 in cash, without interest, for each
unit of limited partnership interest they own. The limited partners
will also receive a proportionate interest in a liquidating trust
to be established by Pride prior to the merger to serve as a
vehicle through which 50% of any net recovery upon certain
potential claims of Pride against the U.S. Defense Energy Supply
Center will be distributed. Upon the effectiveness of the merger,
the executive officers of Pride Refining will be the only remaining
limited partners of Pride. Approval of the merger requires the
consent of limited partners holding at least a majority of Pride's
limited partnership units. As of November 13, 2003, the record date
for the consent solicitation, there were 49,531 limited partnership
units outstanding of which approximately 52% were held by Pride
Refining's executive officers. The executive officers of Pride
Refining intend to vote in favor of the merger thereby assuring
satisfaction of the majority vote requirement. The deadline for the
receipt of signed consents from the Pride limited partners is 5:00
p.m., Central Standard Time, on December 12, 2003. Georgeson
Shareholder Communications Inc. has been engaged by Pride to assist
in the solicitation of consents. The merger is expected to become
effective on December 15, 2003. The proposed merger received the
unanimous approval of Pride Refining's Board of Directors, as well
as the unanimous approval by the members of a committee of its
independent directors. Pride owns and operates three products
terminals located in Abilene, Texas, San Angelo, Texas and Aledo,
Texas and one common carrier products pipeline system that
transports refined products from its Abilene Terminal to its San
Angelo Terminal that are used to market conventional gasoline, low
sulfur diesel fuel and military aviation fuel. Pride's operations
are conducted primarily in Texas. Safe Harbor Statement: Certain
information included in this release contains forward-looking
statements made pursuant to the Private Securities Litigation
Reform Act of 1995 ("Reform Act"). Such statements are based on
current expectations and involve a number of known and unknown
risks and uncertainties that could cause the actual results and
performance of Pride to differ materially from any expected future
results or performance, expressed or implied, by the
forward-looking statements. In connection with the safe harbor
provisions of the Reform Act, Pride has identified important
factors that could cause actual results to differ materially from
such expectations, including operating uncertainty, acquisition
uncertainty, uncertainties relating to geothermal resources,
uncertainties relating to domestic and international economic and
political conditions and uncertainties regarding the impact of
regulations, changes in government policy and competition.
Reference is made to all of Pride's SEC filings, including Pride's
December 31, 2002 10-K, incorporated herein by reference, for a
description of such factors. Pride assumes no responsibility to
update forward-looking information contained herein. DATASOURCE:
Pride Companies, L.P. CONTACT: Georgeson Shareholder Communications
Inc., Solicitation Agent for Pride Companies, L.P., 800-843-9674
Web site: http://www.georgeson.com/
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