Struggling audio equipment maker Phoenix Gold International Inc. has found a buyer, but some long-suffering shareholders stand to be wiped out.

Phoenix Gold managers told investors at last week's annual meeting that the company plans to sell its assets for not much more than its estimated liquidation value. Those attending the meeting were not told who is buying Phoenix Gold, only that the buyers are not current company managers.

The proposed deal could put an end to Phoenix Gold's often tumultuous history as a public company. The once-promising maker of high-end car stereo equipment grew to nearly $30 million in revenue in fiscal 2002, but had a spotty record of profitability. Once its performance slumped, investors grew more vocal with their criticisms.

Those criticisms are just growing louder. "This just confirms the worst possible outcome for the shareholders," said Nelson Obus, president of Wynnefield Capital Inc., a New York investment firm that is the largest outside owner of Phoenix Gold stock.

Portland-headquartered Phoenix Gold told shareholders that the company will sell all but $100,000 of its assets for a total of $600,000, with the buyer assuming all of Phoenix Gold's liabilities. The purchaser will pay $200,000 in cash, and a $400,000 note will be paid to shareholders in three years' time, if certain conditions are met.

Phoenix Gold shareholders will get up to 20 cents per share three years from now, the company said in documents it distributed at the shareholders meeting. The stock has been trading between 22 cents and 25 cents per share since late last year. But the stock traded as high as $2.21 in fiscal 2003.

Phoenix Gold closed its fiscal 2005 in September last year with just under $20 million in revenue. The company had assets of just over $7 million at the end of April, and almost $5.8 million in liabilities.

The company provided an analysis at its May 30 shareholders' meeting that showed its liquidation value to be about $5.3 million.

Managers said at the meeting that the market for high-end aftermarket car stereos has been declining, as auto manufacturers include ever-better sound systems in their new models.

The poor and uncertain payout to shareholders from the proposed acquisition is simply the logical culmination of years of mismanagement and poor communication, according to Obus.