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Improved Liquidity Primary Driver Of National Research Corporation Recapitalization Plan

Stocks in this article: NRCI

Lincoln, Nebraska, March 25, 2013 (GLOBE NEWSWIRE) -- National Research Corporation (NASDAQ:NRCI) announced today that its Board of Directors unanimously approved a recapitalization plan designed to increase liquidity, expand its shareholder base, increase shareholder and Company flexibility, and enhance shareholder value.

Under the terms of the recapitalization plan, the Company would (i) establish two classes of common stock, consisting of a new class of common stock with 1/100 th of a vote per share and with the right to receive 1/6 th of the dividend, if any, paid on the other class of common stock, designated as Class A Common Stock, and a new class of common stock with one vote per share and with the right to receive six times the dividend, if any, paid on the other class of common stock, designated as Class B Common Stock; (ii) issue a dividend of three (3) shares of Class A Common Stock for each share of the Company's existing common stock (the "Existing Stock") as of a record date to be determined by the Company's Board of Directors; and (iii) following the record date of the aforementioned dividend distribution, reclassify each share of Existing Stock as one-half (1/2) of one share of Class B Common Stock.

In connection with the approval of the recapitalization plan, the Company's Board of Directors has decided to suspend the payment of cash dividends on the Existing Stock (and, consequently, the Class A Common Stock and the Class B Common Stock after the recapitalization is effective) to try to insulate the volume and trading price of the Class A Common Stock and the Class B Common Stock from significant fluctuations resulting from the recapitalization until a sufficient and independent trading market is established for each of the Class A and Class B Common Stock.  The payment and amount of future dividends, if any, is at the discretion of the Board of Directors and will depend on the Company's future earnings, financial condition, general business conditions, alternative uses of the Company's earnings and other factors.  

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