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PICO Holdings, Inc. Announces Adoption of Tax Benefits Preservation Plan
The purpose of the Plan is to preserve the Company’s ability to use its NOLs, under certain circumstances, to reduce its future tax liability, which would be substantially limited if the Company experienced an ownership change as defined under Section 382 of the Internal Revenue Code. In general, an ownership change would occur if the Company’s “5% shareholders,” as defined under Section 382, collectively increase their ownership in the Company by more than 50% over the lowest ownership percentage within a rolling three-year period.
Under the Plan, the Company is issuing one Right for each share of its common stock outstanding at the close of business on
Pursuant to the Plan, if a shareholder (or group) becomes a 5% shareholder after adoption of the Plan without meeting certain customary exceptions, the Rights would become exercisable and entitle shareholders (other than the 5% shareholder or group causing the Rights to become exercisable) to purchase additional shares of
Additional details of the Plan are being communicated in a current report on Form 8-K filed today with the
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this press release that are not historical, including statements regarding the Plan and its purpose, our ability to utilize NOLs to offset taxable income and reduce our federal income liability, and our ability to monetize assets and return capital to shareholders through stock repurchases or through other means, are forward-looking statements based on current expectations and assumptions that are subject to risks and uncertainties.
In addition, a number of other factors may cause results to differ materially from our expectations, such as: any slow down or downturn in the housing recovery or in the real estate markets in which UCP and Vidler operate; fluctuations in the prices of water and water rights; physical, governmental and legal restrictions on water and water rights; a downturn in some sectors of the stock market; general economic conditions; prolonged weakness in the overall U.S. and global economies; the performance of the businesses; the continued service and availability of key management personnel; and potential capital requirements and financing alternatives.
For further information regarding risks and uncertainties associated with our business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our
We undertake no obligation to (and we expressly disclaim any obligation to) update our forward-looking statements, whether as a result of new information, subsequent events, or otherwise, in order to reflect any event or circumstance which may arise after the date of this press release, except as may otherwise be required by law. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
This news release was distributed by GlobeNewswire, www.globenewswire.com.