Attached files
| file | filename |
|---|---|
| 8-K - PITTSBURGH & WEST VIRGINIA RAILROAD | v211643_8k.htm |
| EX-3.1 - PITTSBURGH & WEST VIRGINIA RAILROAD | v211643_ex3-1.htm |
| EX-3.2 - PITTSBURGH & WEST VIRGINIA RAILROAD | v211643_ex3-2.htm |
Exhibit
99.1
Press
Release, dated February 15, 2011
FOR
IMMEDIATE RELEASE: February 15, 2011
RIGHTS
OFFERING
On
February 15, 2011, the Company announced that it filed a registration statement
on Form S-3 (the "Registration Statement") with the Securities and Exchange
Commission (the "SEC") for a rights offering to its existing shareholders
(“Rights Offering”). The Company is distributing at no charge on a
pro rata basis to all existing holders of our common shares of beneficial
interest, non-transferable subscription rights to purchase up to an aggregate of
113,250 common shares of beneficial interest, no par value, at a subscription
price of $9.00 per share, for up to an aggregate purchase price of $1,019,250 in
cash as provided in the Registration Statement. Each
shareholder will receive three (3) subscription rights for every forty (40) of
our common shares owned on February 25, 2011 and each subscription right will
entitle its holder to purchase one (1) common share at the subscription
price. We will not issue fractional rights, but rather will round
down the aggregate number of subscription rights shareholders are entitled to
receive to the nearest whole number.
The
purpose of the Rights Offering is to raise equity capital in a cost-effective
manner that gives all of our shareholders the opportunity to
participate. The net proceeds of the rights offering will be used to
hire employees, advisors and/or consultants that will assist us with developing
and implementing a new broader, business plan, to undertake diligence of
potential business or investment opportunities consistent with our status as a
real-estate investment trust (REIT), and to the extent any proceeds remain, for
general working capital purposes (including expenses related to our status as a
public company).
The
subscription rights will be distributed and exercisable beginning on February
25, 2011, the record date of the Rights Offering, subject to the registration
statement being declared effective by the SEC. The subscription
rights will expire and will have no value if they are not exercised prior to
5:00 p.m., Eastern Time, on March 16, 2011, the expiration date of the Rights
Offering. PW may, in its sole discretion and without notice to
shareholders, extend the Rights Offering one or more times or cancel or modify
the Rights Offering at any time for any reason. If the effective date of the
Rights Offering is delayed for any reason, we will inform shareholders of the
new record date and other relevant changes to the Rights Offering with
appropriate filings on Form 8-K.
A
registration statement relating to these securities has been filed with the SEC
but has not yet become effective. The information in the registration statement
is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. Neither the registration statement nor this filing is an
offer to sell these securities and it is not a solicitation of an offer to buy
or sell these securities in any jurisdiction where the offer or sale is not
permitted. The securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective.
In
connection with the Rights Offering, the Trustees have approved amendments to
our Declaration of Trust and Regulations which have been filed on Form 8-K with
the SEC.
APPOINTMENT OF DAVID H.
LESSER AS CEO
On
February 14, 2011, the Trustees of Pittsburgh & West Virginia Railroad, a
Pennsylvania business trust (the “Registrant” or “Company”) announced the
appointment of David H. Lesser, (45), currently our Chairman, as CEO until the
next annual meeting of shareholders. There is no employment contract
or remuneration at this time. Mr. Lesser is a businessman and
investment banker with over 25 years of experience in
real-estate. Mr. Lesser is currently, and has been for the past 15
years, president of Hudson Bay Partners, LP, an investment firm focused on real
estate and real estate-related situations. He also serves as a
trustee of the Town Hall in New York City. Mr. Lesser has previously
held leadership roles with public REITs, having served as a Senior Vice
President of Crescent Real Estate Equities and as a Director of Keystone
Property Trust. Prior to Crescent, Mr. Lesser was a Director in Merrill Lynch’s
real-estate investment banking group. Mr. Lesser holds an M.B.A. from
Cornell University and a B.S. in Applied Management and Economics from Cornell
University.
DIVIDEND
The
Trustees have declared a quarterly dividend of 10 cents per share payable on
March 31, 2011 to shareholders of record February 25,
2011. Pittsburgh & West Virginia Railroad (AMEX) qualifies as a
real estate investment trust and distributes at least 90% of its ordinary
taxable income.