Attached files
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8-K - FORM 8-K - ALLIED DEFENSE GROUP INC | c17923e8vk.htm |
EX-4.1 - EX-4.1 - ALLIED DEFENSE GROUP INC | c17923exv4w1.htm |
EXHIBIT 99.1
May 24, 2011
This is our third periodic communication to the shareholders of The Allied Defense Group, Inc.
(ADG). The communications are intended as a companion to our required filings with the Securities
and Exchange Commission (SEC) and also provide an update for any significant events.
FILING OF CERTIFICATE OF DISSOLUTION
On July 1, 2010, our Board of Directors approved the Plan of Complete Liquidation And Dissolution
of The Allied Defense Group, Inc. (Plan). We submitted the Plan to our stockholders via a Proxy
Statement in late July, 2010, which we amended and supplemented in August, 2010 (Proxy). The Plan
calls for the filing of a Certificate of Dissolution with the State of Delaware (Certificate). As
set forth in the Proxy and as disclosed in our subsequent SEC filings and shareholder letters, we
expect to file the Certificate on or about August 31, 2011. This action will formally put us in
dissolution and we will continue our corporate existence solely for the purpose of winding up
remaining business matters and making liquidating distributions to our shareholders. As we have
previously noted, we do not intend to make any distributions until the conclusion of the DOJ
investigation and the related SEC inquiry.
CLOSING OF STOCK TRANSFER BOOKS
As set forth in the Plan, and as previously disclosed in our Proxy, upon the filing of the
Certificate, we will close our stock transfer books and discontinue recording any transfers of
shares of our stock. All subsequent liquidating distributions will be made to the record owners of
our stock on the date we close our stock transfer books. As noted above, we expect this to occur
on or about August 31, 2011.
FUTURE SEC REPORTING
As previously described in the Proxy, in order to curtail expenses we intend to seek relief from
the SEC from the reporting requirements under the Securities Exchange Act. We have recently filed
our Form 10-Q for the first quarter of 2011 and if our request is granted we will not file a Form
10-Q for the second quarter of 2011 or any further Forms 10-K or 10-Q. If such relief is granted,
we would continue to file current reports on Form 8-K to report material events, including periodic
updates of our financial condition and the estimated amount available for distribution to our
shareholders. However, we cannot provide any assurances that such relief will be obtained. We
also plan to continue to provide periodic updates via letters posted on our website.
RIGHTS AGREEMENT
Consistent with our April 14, 2011 letter, we have extended our 2001 Rights Agreement through
December 31, 2011, 2011.
Sincerely,
Sincerely,
John G. Meyer, Jr. and Charles S. Ream
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