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8-K - FORM 8-K - FIRST CAROLINA INVESTORS INC | g27496e8vk.htm |
Exhibit 99.1
Statement of the Board of Directors of First Carolina Investors, Inc.
Dated: June 10, 2011
In a meeting of the Board of Directors of First Carolina Investors, Inc. (the Company) on June 9, 2011, the Board of Directors considered the proposal of the management of the Company to
liquidate and dissolve the Company (the Liquidation), pursuant to a Plan of Distribution and
Liquidation (the Plan). The Board of Directors approved and declared advisable the Liquidation
and the Plan, and directed that the Liquidation be submitted to stockholders for approval at a
Special Meeting of Stockholders (the Meeting) to be held
on September 21, 2011. Based on their understanding of all of the prevailing facts and
circumstances, the Board of Directors determined that the Liquidation was in the best interest
of the Company and its stockholders.
Each stockholder of record of the Company as of the close of business on August 15, 2011,
(the Record Date) will be entitled to vote on the Liquidation at the Meeting and any
adjournment or postponement of the Meeting.
If the Liquidation is approved by the stockholders, the Company immediately thereafter
will not engage in any further business activities including the declaration of dividends to
the stockholders, except to wind up its business and transfer its assets to the stockholders
and to a liquidating trust (the Trust). If the stockholders approve the Liquidation, the
Company expects to make an initial liquidating distribution of cash to the stockholders
and to the Trust as soon as practicable after the Trust is established or earlier. The Company
anticipates that such distributions will be made simultaneously.