Have you seen this?
I'm afraid I can't interpret this very well but it seems that it's good for protecting the shareholder.
This stock finally got a kick-start with nice volume. Maybe the start of an uptrend.
Cost Plus, Inc. Adopts Shareholder Rights Plan
July 15, 1998 06:03 PM
OAKLAND, Calif.--(BUSINESS WIRE)--July 15, 1998--The Board of Directors of
Cost Plus, Inc. CPWM today announced that it has adopted a Shareholder
Rights Plan. Under terms of the Plan, rights will be distributed as a dividend at a
rate of one Preferred Share Purchase Right on each outstanding share of Cost
Plus Common Stock held by shareholders of record as of close of business on
July 27, 1998. The dividend distribution will be made on or about the same date,
with the Rights expiring on June 30, 2008.
The Rights are designed to assure that all Cost Plus shareholders receive fair
and equal treatment in the event of any proposed takeover of the Company and
to guard against partial tender offers and other abusive tactics to gain control of
the Company without paying all shareholders the fair value of their shares,
including a control premium.
Each Right will entitle shareholders to buy one one-thousandth (1/1,000) share
of the Company's Series A Participating Preferred Stock at an exercise price of
$200.00. The Rights will become exercisable only after 10 days following
announcement by a person or group that it has acquired 15 percent or more of
the Company's Common Stock, or 10 business days after announcement of a
tender offer, the consummation of which would result in ownership by a person
or group of 15 percent or more of the Company's Common Stock.
If, prior to redemption of the Rights, a person or group acquires 15 percent or
more of the Company's Common Stock, each Right not owned by a holder of 15
percent or more of the Common Stock will entitle its holder to purchase, at the
Right's then current exercise price, that number of shares of Common Stock of
the Company (or, in certain circumstances as determined by the Board, cash,
other property or other securities) having a market value at that time of twice the
Right's exercise price.
In addition, if after the rights become exercisable, Cost Plus is acquired in a
merger or other business combination transaction, or sells 50 percent or more
of its assets or earning power, the acquiring entity must assume the obligations
under the Rights and the Rights will become exercisable to acquire Common
Stock of the acquiring entity at a discounted price.
At any time after an event triggering exercisability of the Rights at a discounted
price, and prior to the acquisition by the acquiring entity of 50 percent or more of
the outstanding Common Stock, Cost Plus' Board of Directors may exchange
the Rights (other than those owned by the acquiring entity or its affiliates) for
Common Stock of the Company at an exchange ratio of one share of Common
Stock per Right. In addition, Cost Plus' Board of Directors has the option to
redeem the Rights for $0.01 per Right at any time on or before the public
announcement that a person or group has acquired beneficial ownership of 15
percent or more of the Company's Common Stock.
Additional details of the Shareholder Rights Plan are contained in a letter that
will be mailed to all Cost Plus shareholders.
Cost Plus, Inc. is a leading specialty retailer of casual home living and
entertaining products. The Company operates 73 stores under the name "Cost
Plus World Market" in 13 states.
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