KBL Healthcare Acquisition Corp. II Announces Special Meeting Date, Record Date and Certain Proxy Voting Procedures.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- KBL KBL Kabul, Afghanistan (Airport Code) KBL Kilusang Bagong Lipunan (Philippines; New Society Movement) KBL Korean Basketball League KBL Kredietbank SA Luxembourgeoise (Luxemburg bank) Healthcare Acquisition Corp. II (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : KBLH KBLH Kuhns Brothers Log Homes, Inc. , KBLHU, KBLHW; "KBL") announced today that its special meeting of stockholders will be held on March 6, 2007 at 10:00 a.m. eastern time, at the offices of Graubard Miller, KBL's counsel, at The Chrysler Building Chrysler Building, in midtown Manhattan, New York City, at Lexington Ave. between 42d and 43d St. The ultimate art deco-style skyscraper, it was commissioned by Walter P. Chrysler, designed by William Van Alen, and built in 1926–30. , 405 Lexington Avenue, 19th Floor, New York, New York 10174. KBL stockholders of record as of February 6, 2007 will be invited to attend the special meeting and vote on five proposals, including (i) the approval of the Agreement and Plans of Reorganization, dated September 1, 2006, among KBL, SII SII Servicio de Impuestos Internos (Chile) SII Seiko Instruments, Inc. SII Strong Interest Inventory SII Standards Institution of Israel SII Securities and Investment Institute (UK) Acquisition, Inc., Summer Infant Inc. and its affiliated companies Affiliated Companies A situation that occurs when one company owns a minority interest (less than 50%) in another company. Also refers to companies that are related to each other in some way. Notes: An affiliated company is sometimes referred to as a subsidiary. (collectively, "Summer) and Summer's stockholders, pursuant to which each of the Summer companies will be acquired by KBL, (ii) the approval of amendment to the certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. of KBL to change the name of KBL from "KBL Healthcare Acquisition Corp. II" to "Summer Infant, Inc.," (iii) the approval of an amendment to the certificate of incorporation of KBL to increase its authorized capitalization, (iv) the approval of an amendment to the certificate of incorporation of KBL to remove those provisions that will no longer be operative upon consummation of the merger, and (v) the approval of the Performance Equity Plan. Certain Proxy Voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting. Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members Procedures At KBL's special meeting of stockholders, stockholders of record as of February 6, 2007 ("Record Date") will vote on, among other proposals, the proposed acquisition. A public stockholder who owned shares as of the Record Date who votes against the acquisition may demand that KBL convert the stockholder's ("Converting Stockholder") shares into cash for the stockholder's pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. share of the trust account. To perfect conversion rights, a Converting Stockholder must comply with all of the following procedures:
1. (a) Complete the ADP voter instruction card or form of proxy,
(b) vote against the acquisition proposal, (c) check the box
for conversion on the ADP voter instruction card or form of
proxy, and (d) submit the ADP voter instruction card or form
of proxy before the date of the special meeting of
stockholders.
2. If the shares are held in "street name," instruct the account
executive at the Converting Stockholder's bank or broker to
withdraw the Converting Stockholder's shares from the
Converting Stockholder's account and request that a physical
stock certificate be issued in the Converting Stockholder's
name. KBL's stock transfer agent, Continental Stock Transfer &
Trust Company ("Continental"), can assist with this process.
3. Prior to the special meeting of stockholders:
(a) present the physical stock certificate (together with
necessary stock powers (with signature medallion
guaranteed)) to Continental at the following address:
Continental Stock Transfer & Trust Company, 17 Battery
Place, New York, NY 10004, Attn: Mark Zimkind, Tel.
(212) 845-3287; and
(b) provide to Continental, along with the stock
certificate and stock power, a written certificate
addressed to KBL and signed by the Converting
Stockholder to the effect that: (i) the Converting
Stockholder was a holder of record as of the Record
Date for purposes of the special meeting of
stockholders, (ii) the Converting Stockholder has held
the shares the Converting Stockholder seeks to convert
since the Record Date, (iii) the Converting Stockholder
will continue to hold the shares through the closing
date of the acquisition, and (iv) the Converting
Stockholder wishes to convert his shares into a pro
rata share of the trust account.
Certificates that have not been tendered in accordance with these procedures prior to the special meeting of stockholders will not be converted into cash. In the event a Converting Stockholder tenders shares and later decides that it does not want to convert shares, such Converting Stockholder will need to make arrangements with Continental to withdraw the tender. Stockholders who have questions concerning the proposed acquisition or any other aspect of the special meeting should contact Michael Kaswan, KBL's Chief Operating Officer Chief Operating Officer (COO) The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. , at (212) 319-5555, extension 146. Ensuring Your Vote is Counted In advance of the record date, KBL advises holders of its securities to move these securities into accounts which do not permit the lending of securities, so called cash accounts or segregated accounts, and out of accounts that permit the lending of securities, such as margin accounts. These steps are designed to ensure that votes related to common and common shares beneficially owned by stockholders are properly counted. Beneficial owners Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of common shares that have been lent out (either with or without the beneficial owners' knowledge) are not permitted to vote those shares. In connection with the proposed acquisition, KBL has filed a preliminary proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT THAT WILL BE MAILED TO ALL STOCKHOLDERS OF RECORD BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed by KBL at the Securities and Exchange Commission's web site at www.sec.gov. About Summer Based in North Smithfield, Rhode Island North Smithfield is a town in Providence County, Rhode Island, United States. It includes the historic villages of Forestdale, Primrose, Rhode Island, Waterford, Rhode Island, Branch Village, Union Village, Park Square and Slatersville, Rhode Island. , Summer is a designer, marketer and distributor of branded durable juvenile health, safety and wellness products (for ages 0-3 years) which are sold principally to large U.S. retailers. Summer currently has over sixty proprietary products, including nursery audio/video monitors, safety gates, durable bath products, bed rails, infant thermometers and related health and safety products, booster and potty seats, and bouncers. Not a Proxy Statement This press release is not a proxy statement or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of proxies from the holders of common stock of KBL and does not constitute an offer of any securities of KBL for sale. Any solicitation of proxies will be made only by the definitive proxy statement of KBL that will be mailed to all stockholders. Investors and security holders of KBL are urged to read the definitive proxy statement and appendices ap·pen·di·ces n. A plural of appendix. thereto when they become available, because they will contain important information about KBL and Summer. |
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