Lincoln, Nebraska, March 25, 2013 (GLOBE NEWSWIRE) -- National Research Corporation (NASDAQ:NRCI) announced today thatits Board of Directors unanimously approved a recapitalization plandesigned to increase liquidity, expand its shareholder base,increase shareholder and Company flexibility, and enhanceshareholder value. Under the terms of the recapitalization plan, the Company would(i) establish two classes of common stock, consisting of a newclass of common stock with 1/100 th of a vote per shareand with the right to receive 1/6 th of the dividend, ifany, paid on the other class of common stock, designated as Class ACommon Stock, and a new class of common stock with one vote pershare and with the right to receive six times the dividend, if any,paid on the other class of common stock, designated as Class BCommon Stock; (ii) issue a dividend of three (3) shares of Class ACommon Stock for each share of the Company's existing common stock(the "Existing Stock") as of a record date to be determined by theCompany's Board of Directors; and (iii) following the record dateof the aforementioned dividend distribution, reclassify each shareof Existing Stock as one-half (1/2) of one share of Class B CommonStock. In connection with the approval of the recapitalization plan,the Company's Board of Directors has decided to suspend the paymentof cash dividends on the Existing Stock (and, consequently, theClass A Common Stock and the Class B Common Stock after therecapitalization is effective) to try to insulate the volume andtrading price of the Class A Common Stock and the Class B CommonStock from significant fluctuations resulting from therecapitalization until a sufficient and independent trading marketis established for each of the Class A and Class B Common Stock. The payment and amount of future dividends, if any, is at thediscretion of the Board of Directors and will depend on theCompany's future earnings, financial condition, general businessconditions, alternative uses of the Company's earnings and otherfactors.
More information about the recapitalization plan is set forth inthe Company's preliminary proxy statement, which will be filed withthe Securities and Exchange Commission later today.For more than 31 years, National Research Corporation has beenat the forefront of patient-centered care, helping healthcareproviders measure and improve quality and services throughanalytics that offer a rich understanding of customers'experiences, preferences, risks and behaviors across the healthcarecontinuum. This press release includes "forward-looking" statementsrelated to the Company that can generally be identified asdescribing the Company's future plans, objectives or goals. Such forward-looking statements are subject to risks anduncertainties that could cause actual results or outcomes to differmaterially from those currently anticipated. Theseforward-looking statements are made pursuant to the safe harborprovisions of the Private Securities Litigation Reform Act of1995. For further information about the factors that couldaffect the Company's future results, please see the Company'sfilings with the Securities and Exchange Commission.
CONTACT: Kevin R. Karas Chief Financial Officer 402-475-2525