To: Smartypts who wrote (676 ) 6/24/2000 4:24:00 PM From: RockyBalboa Read Replies (1) | Respond to of 1766
METHAs 10-Q contains the idea of a "carve out" and explicitely mentions the possibility of a later tax free distribution of the "optical segment":sec.gov On February 23, 2000 the Company announced its intention to carve out a portion of its Optical segment into a new publicly traded company. It is expected that the new optical products company will offer approximately 15% of its Common Stock in an initial public offering during the first half of fiscal 2000. Methode expects to distribute the remaining shares to its stockholders in a tax-free transaction at a later date. The Company intends to accomplish significant business objectives through the initial public offering and spin-off. Although the intended use of proceeds will not be finalized for some time, Methode believes that the new optical products company will receive the majority if not all of the proceeds if the public offering is completed. An initial public offering of the common stock of the new optical products company is subject to, among other things, the development of definitive separation agreements, the preparation and filing of a registration statement with the Securities and Exchange Commission and market conditions. The spin-off will be subject to, among other things, the receipt of a favorable Internal Revenue Service ruling that the separation will be tax-free to Methode and its stockholders for U.S. federal income tax purposes. No offer of securities in the new optical products company will be made except by means of a prospectus. While an initial public offering of common stock of the new optical products company is planned for the first half of fiscal 2001 and a spin-off at a later date, it should be noted that due to numerous uncertainties involved in these matters, there can be no assurances that an initial public offering or full separation will be completed as described or within the time periods outlined above. __________________________ Some amendment to the value of METHAs share: If Stratos IPO is extended by the greenshoe (1,312,500 shares, see the IPO filing) the METHA share (in percentage) decreases to 83.3% but the dollar value (and number of shares) of its holdings remains constant.