EXHIBIT 99.1
FOR IMMEDIATE RELEASE:
INVESTOR AND MEDIA CONTACT:
George E. Willett, President and CFO
High Speed Access Corp.
(502) 657-6340
HIGH SPEED ACCESS CORP. ANNOUNCES RECORD AND DISTRIBUTION DATES
FOR A SECOND CASH DISTRIBUTION OF $.17 PER SHARE AND INTENT TO
CONVERT TO A LIQUIDATING TRUST
LOUISVILLE, Ky., August 6, 2003 -- High Speed Access Corp. "HSA" (OTCBB: HSAC)
announces today that its Board of Directors has authorized a cash distribution
of $.17 per share on August 29, 2003, payable to shareholders of record as of
August 22, 2003. The $.17 per share distribution is the second liquidating cash
distribution made by the Company pursuant to the Plan of Liquidation and
Dissolution approved by the Company's stockholders on November 27, 2002. In view
of the Company's recent collection of the remaining $1 million holdback from
Charter, the Board of Directors has also authorized a reduction in the general
contingency reserve from $2 million to $1.15 million effective as of June 30,
2003.
As of June 30, 2003, the Company had the following net assets in
liquidation:
HIGH SPEED ACCESS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
JUNE 30, DECEMBER 31,
2003 2002
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ASSETS
Cash and cash equivalents $ 8,066 $ 63,640
Short-term investments 859 1,237
Interest receivable 65 392
Charter holdback -- 2,092
Furniture and fixtures 62 113
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Total assets 9,052 67,474
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LIABILITIES
Accounts payable and accrued liabilities 445 2,571
Estimated costs to be incurred during the wind-up period 600 1,089
----------- -----------
Total liabilities 1,045 3,660
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Net assets in liquidation 8,007 63,814
Less: Contingency reserve 1,150 2,000
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Net assets available for distribution to stockholders $ 6,857 $ 61,814
=========== ===========
Net assets in liquidation per share $ 0.20 $ 1.58
Net assets available for distribution to stockholders per share $ 0.17 $ 1.53
Outstanding shares used in computing per share amounts 40,294,783 40,294,783
The Company does not expect to make any subsequent cash distributions prior
to the transfer of its remaining assets and liabilities to a liquidating trust
at year-end. On or before December 31, 2003, the Company expects to close its
stock transfer books, cease
the filing of periodic reports with the SEC, and transfer its $1,150,000 general
contingency reserve (approximately $.0285 per share) and any remaining assets
and liabilities, into a liquidating trust. The estimated net realizable values
of assets and settlement amounts of liabilities represent our best estimate of
the recoverable values of the assets and settlement amounts of liabilities.
There can be no assurance, however, that we will be successful in selling the
assets at their estimated net realizable value or in settling the liabilities at
their estimated amounts. In the event claims against the Company or the trust
are less than the contingency reserve, the liquidating trustee will make a Final
Liquidation payment to stockholders on or before December 4, 2005 in an amount
equal to any remaining contingency reserve.
Shares of the Company's stock cannot be traded publicly once the Company
converts to a liquidating trust. After the Company's stock transfer books have
been closed, the Company's stockholders will own a beneficial interest in the
liquidating trust according to their holdings of common stock, and certificates
representing shares of common stock will not be assignable or transferable on
the Company's books except by will, intestate succession or operation of law.
After the final record date for the recording of stock transfers, the Company
will not issue any new stock certificates, other than replacement certificates.
Stockholders are urged to consult their tax advisors with respect to the tax
consequences of the Company's liquidating distributions and the closure of the
Company's stock transfer books. The following summary of certain income tax
consequences is included for general information only and does not constitute
legal advice to any stockholder.
The Company believes that its liquidation is a taxable transaction, and that
in most cases, its stockholders will recognize gain or loss equal to the
difference between (i) the sum of the amount of cash distributed to them and the
fair market value (at the time of distribution) of any property distributed to
them, and (ii) their tax basis in their shares of the common stock. A
stockholder's tax basis in his or her shares will depend upon various factors,
including the amount paid by the stockholder for his or her shares and the
amount and nature of any distributions received with respect to those shares.
Any gain will be recognized by reason of the liquidating distributions only to
the extent that the aggregate value of such distributions received by a
stockholder with respect to a share exceeds their tax basis for that share.
Stockholders should note carefully that any loss will generally be recognized
only upon either (i) a sale of the stockholder's shares prior to commencement of
the trust, OR (ii) when the final distribution from the liquidating trust has
been received and then only if the aggregate value of the liquidating
distributions with respect to a share is less than the stockholder's tax basis
for that share. If stockholders retain their shares during the liquidation
period, they may not be able to recognize any loss until 2005 (or possibly later
if the liquidation is not complete after three years.) Any gain or loss
recognized by a stockholder will be capital gain or loss provided the shares are
held as capital assets.
Upon transfer of the Company's remaining assets to the liquidating trust at
year-end, HSA intends to structure such trust so that its stockholders will be
treated for tax purposes
as having received their proportionate share of the property at the time of
transfer, and thus stockholders should be aware that they may be subject to tax
on their proportionate value of such transferred assets, whether or not they
have received any actual distributions from the liquidating trust with which to
pay the tax.
Cautionary Note Regarding Forward-Looking Statements about HSA: This press
release contains statements about future events and expectations that are
"forward-looking statements." Any statement in this press release that is not a
statement of historical fact is a forward-looking statement that involves known
and unknown risks, uncertainties and other factors which may cause the company's
distributions, actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements, including the actions and timing of
actions relating to the plan of liquidation and dissolution. Specific factors
that might cause such a difference include, but are not limited to; the payment
of a cash distribution may cause the price of HSA's common stock to decline; the
decline in the liquidity of HSA's common stock following any liquidating
distributions and the closure of our stock transfer books; the tax consequences
of any intended cash distribution may not be advantageous to shareholders; the
impact of assessing or resolving potential or outstanding litigation; the
magnitude of any claims, to the general contingency reserve , including any
claims in connection with the sale of certain of our operating assets to Charter
in February 2002; and those risks and uncertainties discussed in filings made by
the Company with the Securities and Exchange Commission. For a detailed
discussion of these and other cautionary statements, please refer to HSA's
filings with the Securities and Exchange Commission (SEC). The forward-looking
statements in this press release are made as of the date hereof and the Company
assumes no obligation to update them.