To: Micropicker who wrote (5910 ) 7/2/1998 11:29:00 AM From: Starfish* Read Replies (1) | Respond to of 14347
SLH Corp. Announces Form S-4 Registration Statement Declared Effective by SEC SHAWNEE MISSION, Kan.--(BUSINESS WIRE)--July 2, 1998--SLH Corporation (SLH) announced today that the Securities and Exchange Commission (SEC) has declared effective the SLH Form S-4 Registration Statement which provides for a Joint Proxy Statement for SLH and Syntroleum(R) Corporation stockholders' meetings on August 6, 1998 to vote on merging SLH and Syntroleum. The SLH Corporation stockholders' meeting will take place on August 6, 1998 at 3:00 p.m. at The Westin Crown Center Hotel, One Pershing Road, Kansas City, Missouri. Stockholders of record on July 6, 1998 will be entitled to vote at the meeting. The meeting of Syntroleum stockholders is scheduled for 10:00 a.m. the same day in Tulsa, Oklahoma. In the merger, all outstanding shares of Syntroleum common stock will be exchanged for shares of SLH common stock, the name of SLH will be changed to Syntroleum, and SLH management and six of the eight SLH directors will be replaced with Syntroleum management and directors. P. Anthony Jacobs, Chairman of SLH, and James R. Seward, President and CEO of SLH, who are currently directors of both companies, will remain as directors of the merged company. Under the merger agreement, each outstanding share of Syntroleum is to be converted into a number of SLH shares equal to an "implied" market value of Syntroleum common stock divided by the average market value of SLH common stock during the five trading days before the SLH meeting of stockholders. The implied market value of Syntroleum common stock will be SLH's common stock market capitalization minus its March 31, 1998 stockholders' equity divided by the 5,950,000 shares of Syntroleum common stock owned by SLH. If the exchange ratio had been calculated on the average market value of SLH common stock during the five trading days ending June 30, 1998, each of the 13,043,950 shares of Syntroleum stock not owned by SLH would be exchanged for 1.30973 shares of SLH common stock. SLH is primarily engaged in supporting the development of Syntroleum. Syntroleum is the developer and owner of a proprietary process designed to catalytically convert natural gas into synthentic crude oil. THE OFFERING OF SLH COMMON STOCK IN CONNECTION WITH THE MERGER WILL ONLY BE MADE BY MEANS OF A PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED FROM SLH. ACCORDINGLY, THIS PRESS RELEASE IS NOT INTENDED TO CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SUCH SECURITIES. The common stock of SLH is traded on the National Market System of Nasdaq under the symbol of "SLHO." SLH's financial statements, press releases, and other investor information can be found at its Web site (www.slho.com). (R)Syntroleum is both a service mark and trademark of Syntroleum Corporation. This document contains forward-looking statements as well as historical information. Forward-looking statements are identified by or are associated with such words as "intend," "believe," "estimate," "expect," "anticipate," "should," "hopeful" and similar expressions. They reflect management's beliefs and estimates of future economic circumstances and industry conditions. Company performance and financial results and are not guarantees of future performance. In particular, all statements relating to GTL plants using the Syntroleum Process are based on Syntroleum's experience in operating a pilot plant, laboratory data and numerous engineering feasibility studies, and no assurances can be given that commercial-scale GTL plants using the Syntroleum Process will achieve similar results. Although the Company believes that the expectations reflected in any forward-looking statements are reasonable, it can give no assurance that such expectations will be met. These and other forward-looking statements are based on many assumptions and factors, all of which may not be detailed in this document. Any changes in the assumptions or factors could produce materially different results than those predicted and could impact stock values. CONTACT: SLH Corp., Shawnee Mission Kimberly A. Schaefer or does this interest anyone as to how it will effect GTL, and what the strategy of the merger might indicate?