Exhibit 99.1
JAG Media Holdings, Inc.
For Immediate Release:
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Contacts:
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Stephen J. Schoepfer, EVP & COO
JAG Media Holdings, Inc.
(888) 828-4174
steve@jagnotes.com
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JAG Media Holdings, Inc. Announces Further Update
Regarding Status of Stock Dividend
Boca Raton, FL, May 27, 2003 - JAG Media Holdings, Inc. (OTCBB: JGMHA)
announced, today, a further update regarding the status of its recently declared
stock dividend. The Company's transfer agent has completed the issuance and
mailing of Series 2 Class B dividend stock certificates to all registered
beneficial shareholders.
However, there remain a number of firms who have still not submitted their
beneficial owner lists to the transfer agent, notwithstanding that such lists
were required to be submitted to the transfer agent within five business days
after the dividend record date. As of the close of business on May 23, 2003, 14
DTC broker or clearing participants had still not submitted their beneficial
owner lists to the Company's transfer agent. The names of those brokers and
other participants who have not yet submitted their beneficial owner lists and
the number of shares of our Class A common stock held by each of them through
DTC as of April 14, 2003, the dividend record date, are set forth below:
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DTC
DTC # Participant Position
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1 10 Brown Brothers Harriman & Co. 66,618
2 19 Jefferies & Company, Inc. 169
3 50 Morgan Stanley & Co. Incorporated 2,000
4 75 Linsco/Private Ledger Corp. 799
5 280 US Bancorp Investments, Inc. 1,000
6 297 Advantage Correspondent Clearing Services 497
7 311 US Bancorp Piper Jaffray, Inc. 1,000
8 442 Andover Capital Partners LLC 7,500
9 623 Wm. V. Frankel & Co., Inc. 179
10 773 Banc of America Securities, Inc. 36,363
11 799 McDonald Investments Inc. 4,725
12 901 The Bank of New York 6,157
13 997 State Street Bank & Trust Company 10,000
14 8072 Alpine Securities Corp. 9,000
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TOTAL SHARES OF CLASS A COMMON STOCK 137,007
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IF YOUR BROKER IS LISTED ABOVE, PLEASE CONTACT YOUR BROKER IMMEDIATELY TO REMIND
IT THAT YOU CANNOT RECEIVE YOUR STOCK DIVIDEND UNTIL YOUR BROKER SUBMITS ITS
BENEFICIAL OWNER LIST WITH YOUR NAME, ADDRESS AND NUMBER OF SHARES ON IT. You
may also want to report your broker to NASD if it does not respond to your
request. To do so, submit the relevant information to the appropriate NASD
district office as indicated on its website, www.nasdr.com/complaints_file.asp.
The Company has sent written notices to the above participants informing them
that their continued failure to submit their beneficial owner lists is
preventing their beneficial owners from receiving the dividend. The Company has
also notified NASDAQ of this non-compliance and requested that they issue
another UPC advising these participants of their obligation to submit their
beneficial owner lists.
In addition to mailing dividend stock certificates to registered shareholders,
the transfer agent has commenced the issuance and mailing of Series 2 Class B
dividend certificates to beneficial owners who appear on beneficial owner lists
supplied by the brokers. To date, dividend stock certificates have been issued
and mailed to the beneficial owners of the following DTC participants, whose
beneficial owner lists match their DTC position:
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DTC # Participant DTC Position Date Mailed
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1 418 Citigroup Global Markets Inc. 1,126,123 5/8/03
2 908 Citibank, N.A. 8,532 5/2/03
3 780 Morgan, Keegan & Company, Inc. 9,181 5/8/03
4 756 H & R Block Financial Advisors, Inc. 17,498 5/8/03
5 8273 J.B. Oxford & Company 32,799 5/8/03
6 314 H.G. Wellington & Co., Inc. 12,000 5/2/03
7 5242 Societe General 16,363 5/2/03
8 8065 Romano Brothers & Co. 999 5/2/03
9 419 Stephens, Inc. 5,000 5/2/03
10 164 Charles Schwab 1,377,173 5/2/03
11 385 E*Trade 1,666,962 5/2/03
12 725 Raymond James 21,793 5/14/03
13 141 First Clearing 289,335 5/13/03
14 5002 RBC Dominion Securities, Inc. 8,852 5/13/03
15 235 RBC Dain Rauscher 73,720 5/13/03
16 441 Bidwell & Company 1,901 5/13/03
17 701 Primevest Financial Services 1,454 5/13/03
18 216 American Enterprise Investment Svcs Inc. 14,734 5/13/03
19 5144 David Lerner 3,827 5/13/03
20 702 Scott & Stringfellow, Inc. 16,598 5/13/03
21 5043 BMO Nesbitt Burns 4,006 5/13/03
22 740 Legg Mason Wood Walker Incorporated 56,678 5/13/03
23 5011 Scotia Bank/Scotia McLeod 3,636 5/13/03
24 425 ABN Amro 10,000 5/13/03
25 57 Edward Jones 4,772 5/13/03
26 571 Fahnstock & Co., Inc. 39,570 5/13/03
27 39 Ferris Baker Watts 7,500 5/13/03
28 74 Lehman Brothers 220,659 5/13/03
29 725 Raymond James 21,793 5/14/03
30 5 Goldman Sachs 22,819 5/20/03
32 438 CIBC World Markets 38,000 5/20/03
33 931 United States Trust Company of New York 454 5/20/03
34 785 Brown & Company 99,176 5/20/03
35 126 Dresdner Kleinwort Wasserstein 4,546 5/20/03
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TOTAL SHARES OF CLASS A COMMON STOCK 5,238,453
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The above list will also be posted on the Company's website (www.jagnotes.com)
and updated from time-to-time as additional beneficial owner lists are processed
by the transfer agent. Shareholders should consult these updates to determine
the status of their broker's beneficial owner list. Shareholders should also
note that if their brokerage firm does not appear on the list, it is possible
that your broker's beneficial owner list is being submitted by a clearing
broker. You can determine whether your brokerage firm uses a clearing broker by
inquiring directly with your broker.
The remainder of the DTC participants have either not submitted their beneficial
owner lists, as indicated above, have submitted beneficial owner lists which do
not match their DTC position, or have submitted updated beneficial owner lists
which the transfer agent is still in the process of reconciling. Some beneficial
owner lists exceed their DTC positions, some are less than their DTC positions
and others have been submitted by brokers who did not have any position at all
in the Company's Class A common stock with DTC as of the dividend record date.
As the Company has made clear to all participants with acknowledged fails,
including The Canadian Depository for Securities, the Company will only issue
the new Series 2 Class B dividend certificates to those beneficial owners listed
in the beneficial owner lists submitted by each DTC participant, not to exceed,
however, each participant's position with DTC as of the record date as reflected
on DTC's Security Position Listing. Accordingly, the Company's transfer agent
cannot begin issuing dividend certificates to customers of any participant whose
beneficial owner list does not match its DTC position until the participant has
submitted an updated beneficial owner list to the transfer agent which matches
its DTC position.
In light of the fact that the Company has already received confirmation of
"fails to receive" and "fails to deliver" for shares of its Class A common stock
from various participants, including The Canadian Depository for Securities, it
is becoming apparent that such participants will not be able to deliver the
appropriate dividend stock certificate to their customers who are not included
on their beneficial owner lists. Accordingly, the Company has given written
notice to NASD of this situation, and has requested that NASD take appropriate
action to rectify this problem, including (a) ascertaining the full extent of
the fails and naked short positions in our common stock; (b) requiring the
settlement of all unsettled trades in our common stock; (c) requiring all DTC
participants to deliver the dividend to those customers who are excluded from
their beneficial owner lists; and (d) placing a "short restriction" on the
Company's Class A common stock requiring that any future sales of such stock be
subject to a mandatory close-out if there is a failure to deliver the security
by the normal settlement date.
Notwithstanding that the dividend record date has passed, the Company still
urges all shareholders to request from their broker a stock certificate
representing their ownership interest in the Company's Class A common stock. Any
such request should be made in writing. For shareholders' convenience, a sample
letter which shareholders may wish to consider using for this purpose is posted
on the Company's website (www.jagnotes.com).
Finally, to help the Company monitor the dividend distribution process and to
alert the Company to any problem areas, please let the Company know if you are
experiencing any difficulties in obtaining your dividend certificate or
certificates for your Class A and/or Series 1 Class B common stock. For your
convenience, the Company has posted on its website two separate transmittal
forms which you should use to notify the Company of any of the foregoing
difficulties.
If your broker's beneficial owner list has been processed by the transfer agent
but you did not receive your stock dividend certificate, please make sure to
notify the Company using the transmittal form entitled "Notification of Failure
to Receive Stock Dividend." In addition to providing such notice directly to the
Company, shareholders should also make a written demand to their brokers for
delivery of their dividend certificate(s). For shareholders' convenience, a
sample demand letter has also been posted on the Company's website.
If you have made a request to your broker for delivery of your stock
certificates for your Class A and/or Series 1 Class B common shares and have not
received those certificates within a reasonable period of time after making such
request, please notify the Company using the transmittal form entitled
"Notification of Failure to Receive Certificates for Class A and/or Series 1
Class B Common Shares."
Please submit the above-referenced transmittal forms to the Company at the fax
number indicated below and also make sure that you attach a copy of your account
statement to the transmittal form to enable the Company to verify your
information. You should feel free to redact from such account statements any
information not relevant to establishing your position in the Company's Class A
and/or Series 1 Class B common stock. PLEASE MAKE SURE YOUR BROKER'S BENEFICIAL
OWNER LIST HAS BEEN PROCESSED BY THE TRANSFER AGENT AND THAT AT LEAST TEN (10)
DAYS HAVE ELAPSED SINCE THE MAILING BEFORE SENDING ANY (A) NOTIFICATION TO THE
COMPANY REGARDING FAILURES TO RECEIVE DIVIDEND CERTIFICATES OR (B) DEMAND LETTER
TO YOUR BROKER. ALSO, IF YOUR CLASS A SHARES ARE HELD IN AN IRA ACCOUNT, PLEASE
MAKE SURE TO CHECK ON THEIR STATUS DIRECTLY WITH YOUR BROKER SINCE, UNLIKE
NON-IRA SHARES WHICH ARE BEING MAILED DIRECTLY TO BENEFICIAL OWNERS, DIVIDEND
SHARES ISSUED FOR IRA ACCOUNTS ARE BEING MAILED DIRECTLY TO YOUR BROKERAGE FIRM
WHICH WILL SERVE AS YOUR CUSTODIAN.
You may contact the Company:
o by e-mail at dividend@jagmedia.biz;
o by fax at (561) 892-0821;
o by telephone at (561) 892-0821.
About JAG Media Holdings, Inc.
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JAG Media Holdings, Inc. is a provider of Internet-based equities research and
financial information that offers its subscribers a variety of stock market
research, news, commentary and analysis, including "JAG Notes", the Company's
flagship early morning consolidated research product. The Company also offers,
through its wholly-owned subsidiary, JAG Company Voice LLC, its "Company Voice"
service which provides publicly traded companies with production services and
distribution for their corporate messages in streaming video/audio format. The
Company's websites are located at www.jagnotes.com and www.thecompanyvoice.com.
Safe Harbor Statement - Certain statements made herein that are not historical
are forward-looking within the meaning of the Private Securities Litigation
Reform Act of 1995 and may contain forward-looking statements, with words such
as "Anticipate, "believe," "expect," "future," "may," "will," "should," "plan,"
"projected," "intend," and similar expressions to identify forward-looking
statements. These statements are based on the Company's beliefs and the
assumptions it made using information currently available to it. Because these
statements reflect the Company's current views concerning future events, these
statements involve risks, uncertainties and assumptions. The actual results
could differ materially from the results discussed in the forward-looking
statements. In any event, undue reliance should not be placed on any
forward-looking statements, which apply only as of the date of this press
release. Accordingly, reference should be made to the Company's periodic filings
with the Securities and Exchange Commission.
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