World Wrestling Entertainment, Inc., Files Shelf Registration Statement
announced today that it has filed a shelf registration statement with the Securities and Exchange Commission registering approximately 7.1 million shares of its Class A common stock owned by The Vincent K. McMahon Irrevocable Trust (the “Trust”) established in June 1999 as an estate planning vehicle for the benefit of Vincent K. McMahon and members of his family. The Trust holds shares of Class B common stock, which, upon their sale pursuant to this shelf registration statement, will be converted automatically into shares of Class A common stock on a one-for-one basis. At the time shares included in the shelf registration are offered for sale, a prospectus supplement will be provided containing specific information about the terms of any such offering.
The registration statement relates only to shares owned by the Trust and outstanding shares of Class B common stock owned by Vincent K. McMahon and Linda E. McMahon in their individual capacities will not be subject to any offering of common stock pursuant to the shelf registration. Excluding the shares held by the Trust, for which Mr. McMahon acts as sole trustee, Mr. McMahon owns directly approximately 47.1 million shares of Class B common stock, or approximately 95% of the Company’s total voting power, and Mrs. McMahon owns directly approximately 567,000 shares of Class B common stock, or approximately 1% of the Company’s total voting power. Mr. McMahon is the Chairman of the Company’s board of directors and Mrs. McMahon is the Company’s Chief Executive Officer.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.
World Wrestling Entertainment, Inc. is an integrated media and entertainment company headquartered in Stamford, Conn., with offices in New York City, Los Angeles, Toronto, and London.
Media contact: Gary Davis, 203-353-5066
Investor contact: Michele Goldstein, 203-352-8642
Trademarks: The names of all World Wrestling Entertainment televised and live programming, talent names, images, likenesses, slogans and wrestling moves and all World Wrestling Entertainment logos are trademarks which are the exclusive property of World Wrestling Entertainment, Inc.
Forward-Looking Statements: This news release contains forward-looking statements pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995, which are subject to various risks and uncertainties. These risks and uncertainties include general market conditions, which could result in only a portion or none of the shares being registered to be offered and sold, the conditions of the markets for live events, broadcast television, cable television, pay-per-view, Internet, entertainment, professional sports, and licensed merchandise; acceptance of the Company's brands, media and merchandise within those markets; uncertainties relating to litigation; risks associated with producing live events both domestically and internationally; uncertainties associated with international markets; risks relating to maintaining and renewing key agreements, including television distribution agreements; and other risks and factors set forth from time to time in Company filings with the Securities and Exchange Commission. Actual results could differ materially from those currently expected or anticipated.