[MILLING BENSON WOODWARD L.L.P LETTERHEAD]
December 2, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Via Edgar Electronic Filing System
Gentlemen:
On behalf of Avoca, Incorporated, a Louisiana corporation, I am
transmitting herewith for filing the Company's Form 8-K dated December 2, 2004.
If you have any questions or comments concerning this filing, please
telephone the undersigned at (504) 569-7230.
Very truly yours,
/s/Charles A. Snyder
Charles A. Snyder
CAS/kj329047
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2004
AVOCA, INCORPORATED
(Exact name of registrant as specified in its charter)
Louisiana 0-9219 72-0590868
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
228 St. Charles Avenue, Suite 838, New Orleans, Louisiana 70130
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 552-4720
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(Former name or former address, if
changed since last report)
Page 1 of 3 Pages
Item 8.01: Other Events.
a) On December 1, 2004, the Company issued the following press release
announcing the results of its Special Stockholder meeting held November 29,
2004:
Avoca Incorporated announced today the results of its Special
Stockholder meeting held November 29th, 2004. The purpose of the
Special Meeting was to consider and vote upon the Board's
recommendation to shareholders to effect a 100 to1 reverse stock split.
The proposal passed with 93.8% of the shares present voting in favor of
the proposal. Eighty seven percent of the outstanding stock was present
in person or by proxy.
It is anticipated that the reverse stock split will take place at the
close of business on December 10, 2004, following which the
shareholders will receive a letter with instructions for turning in
their old share certificates for new ones and/or cash. Fractional
shares will receive $28 per old share as no fractional shares will be
issued.
Avoca Incorporated owns most of Avoca Island south of Morgan City,
Louisiana, which contains approximately 16,000 acres of land used for
mineral and surface operations.
b) On November 30, 2004, the Company sent to The Nasdaq Stock Market,
by fax and hard copy, a letter reading as follows:
The Nasdaq Stock Market
Market Data Integrity
Attn: Rule 10b-17 Notification
80 Merritt Boulevard
Trumbull, CT 06611
Re: CUSIP 053843108
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Ladies and Gentlemen:
In accordance with SEC Rule 10b-17, please be advised that on November
29, 2004, the Stockholders of Avoca, Incorporated approved a reverse
stock split of Avoca, Incorporated's no-par-value common capital stock,
pursuant to which each Stockholder of record, as of December 10, 2004,
will receive 1 share of common stock for every 100 shares of common
stock held of record as of December 10, 2004. No fractional shares will
be issued in connection with the reverse stock split. Stockholders will
be paid $28.00 per pre-split share in lieu of fractional shares.
As of November 29, 2004, 830,500 shares of Avoca, Incorporated
no-par-value common capital stock were issued and outstanding.
Page 2 of 3 Pages
American Stock Transfer and Trust Company, 59 Maiden Lane, New York, NY
10038, will serve as exchange agent for the reverse stock split.
AVOCA, INCORPORATED
/s/ Robert C. Baird, Jr.
Robert C. Baird, Jr.
President
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Avoca, Incorporated
(Registrant)
By: /s/Robert C. Baird, Jr.
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Robert C. Baird, Jr.
President
Date: December 2, 2004
Page 3 of 3 Pages