The following is an excerpt from last year's 10-K, regarding anti-takeover provisions, etc.
11. STOCK PURCHASE RIGHTS
On January 13, 1994, the Company distributed one preferred share purchase
right on each outstanding share of its common stock. The rights will become
exercisable only if, without the Company's consent or waiver, a person or
group acquires 15% or more of the Company's outstanding common stock or an-
nounces a tender offer, the consummation of which would result in ownership by
a person or group of 15% or more of the Company's outstanding common stock.
Each right will entitle shareholders to buy one one-hundredth of a share of a
new series of junior participating preferred stock at an exercise price of
$40. In addition, upon the occurrence of certain events, the holders of rights
will thereafter have the right to receive, upon exercise at the then-current
exercise price, common stock (or, in certain circumstances, cash, property, or
other securities of the Company) having a value equal to two times the exer-
cise price of the right. In the event that the Company is acquired in a merger
or other business combination, or 50% or more of the Company's assets or earn-
ing power is sold, proper provision will be made so
that each holder of a right will thereafter have the right to receive, upon
exercise at the then-current exercise price of the right, common stock of the
acquiring or surviving company having a value equal to two times the exercise
price of the right. Any rights that are, or were, under certain circumstances,
beneficially owned by such a 15% owner will immediately become null and void.
The holders of rights, as such, have no rights as stockholders of the Company.
The Company has the ability to redeem the rights at $.001 per right until the
occurrence of certain specified events. |
