Berger Holdings, Ltd. Eliminates Potential Future Dilution of 828,235 Shares.Business Editors PHILADELPHIA--(BUSINESS WIRE)--Oct. 3, 2000 Berger Holdings, Ltd. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : "BGRH") issued 125,000 shares of its common stock to one of its institutional investors in exchange for the cancellation of warrants to purchase 240,000 shares exercisable at $4.25 per share and the elimination of rights pursuant to an outstanding subordinated debenture subordinated debenture An unsecured bond with a claim to assets that is subordinate to all existing and future debt. Thus, in the event that the issuer encounters financial difficulties and must be liquidated, all other claims must be satisfied before that would have allowed that debenture to be converted into an additional 588,235 shares at $4.25 per share. As part of this transaction, Berger also agreed to buy back the newly issued 125,000 shares for $250,000 by December 29, 2000 should the investor choose to sell and to increase the interest rate on the debenture by one percentage point. This transaction, which eliminates a potential future dilution of 828,235 shares, is in addition to the previously announced authorization to acquire up to 1,060,000 currently outstanding shares on the open market. As of October 2, 2000, 363,700 shares have been purchased, leaving 696,300 shares authorized Shares authorized The maximum number of shares of stock of a company allowed in the articles of incorporation, which may be changed only by a shareholder vote. See: Issued and outstanding. shares authorized See authorized capital stock. to be acquired under this program. Mr. Theodore A. Schwartz, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of the Company, stated, "The Board of Directors is convinced that the elimination of this potential future dilution is in the best long term interest of our shareholders." He further stated, "We intend to continue reducing our outstanding shares while we grow our revenue and earnings both internally and through strategic accretive acquisitions." Berger Holdings, Ltd. is the parent company of Berger Bros BROS Brothers BROS Benefits and Retirement Operations Section (King County, Washington) BROS Barnes and Richmond Operatic Society (London, UK) Co., which was founded in 1874, and is a manufacturer of the most complete line of roof drainage products specializing in copper as well as residential and commercial snow guards. All of the Company's products are used in new construction, remodeling remodeling /re·mod·el·ing/ (re-mod´el-ing) reorganization or renovation of an old structure. bone remodeling , and renovation markets. Forward-looking statements in this release are made pursuant to the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Investors are cautioned that actual results may differ substantially from such forward-looking statements. Forward-looking statements involve risk and uncertainties including but not limited to, continued acceptance of the company's products in the marketplace, competitive factors, new products and technological changes, the Company's dependence upon third-party suppliers and other risks detailed in the company's periodic reports filing with the Securities and Exchange Commission. |
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