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November
28, 2001
Kaiser Ventures Announces Stockholder Approval of Conversion; Each Share to be
Converted Into $10 in Cash and One Class A Unit
ONTARIO,
CA (November 28, 2001) Kaiser Ventures Inc. (NASDAQ: KRSC) ("Kaiser
Inc.") announced today that its stockholders approved the previously announced
plan to convert Kaiser Inc. into a limited liability company and distribute much
of its cash on a tax advantaged basis. The conversion is expected to be effective
on November 30, 2001, at which time each share of Kaiser Inc. Common Stock will
be automatically converted into the right to receive $10 in cash plus one Class
A Unit in Kaiser Ventures LLC ("Kaiser LLC").
Kaiser Inc. Common Stock is expected to cease trading on the NASDAQ Stock Market
as of midnight on November 30, 2001. Trades made through that day are expected
to be cleared by the transfer agent and The Depository Trust Company. No transfers
entered after November 30, 2001 will be recorded in Kaiser Inc.'s stock books.
The merger consideration is expected to be payable to stockholders of record as
of the close of business on December 5, 2001, three business days after Kaiser
Inc.s stock stops trading.
To receive the cash and Class A Units, Kaiser Inc. stockholders of record will
have to submit their stock certificates and a Letter of Transmittal, appropriately
completed, to ACS Securities Services, Inc., Kaiser LLC's transfer agent. Copies
of the Letter of Transmittal and related instructions will be mailed to Kaiser
Inc. stockholders of record as of the closing of the stock transfer books shortly
after the completion of the conversion. Copies of the Letter of Transmittal and
related instructions may also be obtained on November 29, 2001, from Kaiser Inc.'s
website, www.kaiserventures.com. The website also includes additional information
about the process for surrendering shares, including a set of frequently asked
questions.
For tax reasons, Kaiser LLC strongly recommends that the Class A Units not be
held in "street name." Consequently, brokerage firms, banks and other
nominees should provide the names and tax identification numbers of the actual
beneficial owners of the Kaiser Inc. stock so that the Class A Units may be issued
in the name of the beneficial owner(s). Certificates for the Class A Units (registered
in the name of the beneficial owner(s)) and the cash payable as a result of the
merger will be delivered to brokerage firms, banks and other nominees who properly
complete the transmittal documents. These nominees may retain the physical certificates
and cash for the benefit of their clients or distribute them as directed by those
clients. Because the Class A Units cannot be traded on a secondary market, there
will be no means of holding the Class A Units electronically.
"With this approval, we will be able to make $10 a share in cash available
to our stockholders on a tax advantaged basis," said Richard E. Stoddard,
Chairman and Chief Executive Officer of Kaiser Inc. He continued, "In addition,
as members of Kaiser LLC, Kaiser Inc.'s former stockholders will receive their
proportionate share of any future cash distributions resulting from the successful
sale of our remaining assets. We expect that our overall strategy will remain
the same: to try to maximize the future cash distributed to Kaiser LLC members
as quickly as reasonably possible. Our success in realizing this goal will of
course determine the ultimate value of the Class A Units."
Except for the historical statements and discussions, this press release consists
of "forward-looking statements." Please do not put undue reliance on
forward-looking statements. Kaiser LLC does not have any obligation to update
or revise any forward-looking statements. When used or incorporated in these statements,
the words "anticipate," "estimate," "project" and
similar expressions are intended to identify forward-looking statements. Forward-looking
statements are based on certain factors and assumptions about future risks and
uncertainties, not all of which were identified in Kaiser Inc.'s Proxy Statement
or Kaiser LLC's Registration Statement on Form S-4 (together, the "Joint
Proxy Statement/Prospectus"). Kaiser Inc. and Kaiser LLC believe that these
assumptions are reasonable. Nonetheless, it is likely that at least some of these
assumptions will not come true. Accordingly, Kaiser LLC's actual results will
probably differ from the outcomes contained in any forward-looking statement,
and those differences could be material. Factors that could cause or contribute
to those differences include, among others, the ones discussed under "Risk
Factors" in the Joint Proxy Statement/Prospectus as well as those discussed
in other places in Kaiser Inc.'s filings with the SEC. For example, actual results
could materially differ from those projected as a result of factors including,
among others, the inability to complete the anticipated sale of the Eagle Mountain
landfill project; litigation, including, without limitation, claims that relate
to Eagle Mountain and pre-bankruptcy activities of Kaiser Steel Corporation, the
predecessor of Kaiser Inc. and Kaiser LLC, including, without limitation, asbestos
claims; insurance coverage disputes; the impact of federal, state, and local laws
and regulations on our permitting and development activities; competition; the
challenge, reduction or loss of any claimed tax benefits; and/or general economic
conditions in the United States and Southern California. Should one or more of
these risks, or any other risks, materialize, or should one or more of the underlying
assumptions of Kaiser Inc. or Kaiser LLC prove incorrect, our actual results may
vary materially from those anticipated, estimated, expected or projected. In light
of the risks and uncertainties, there can be no assurance that the forward-looking
information contained in this press release will in fact transpire.
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