BKF Capital Adopts Poison Pill, Says No Takeover Try Seen
Dow Jones Newswires
WASHINGTON -- BKF Capital Group Inc. (BKF) adopted a poison pill that would trigger if a person or group acquires a 10% stake in the company, the company said in a Form 8-K filed Wednesday with the Securities and Exchange Commission.
As reported, a group including investor Mario Gabelli reported Friday that it had increased its stake in BKF Capital to 9.28%.
BKF said in Wednesday's filing that it didn't know of any takeover attempt.
"Despite no current knowledge of a takeover attempt of the company, now that our company is in a public operating structure, the board needs the tools to assure that all of BKF's stockholders receive fair and equal treatment in the event of any proposed takeover," BKF Capital Chairman, Chief Executive and President John A. Levin said in the filing.
Under the plan, rights will be given to the holders to buy company stock at a 50% discount if another holder or group acquires more than 10% of the company's stock. Also, if BKF is acquired after a person or group has acquired 10% or more of the company's outstanding common stock, BKF holders will be able to acquire the common stock of the acquirer at a 50% discount, the filing said.
The rights under the plan will be distributed June 18 to the holders of each company common share and will entitle the holder to purchase a number of shares (either of BKF or an acquirer) equal to double the value of the "then-current" exercise price.
The company said in the filing that the rights "are intended to enable all BKF stockholders to realize the long-term value of their investment."
The company said the rights weren't intended to prevent a takeover but rather "should encourage anyone seeking to acquire the company to negotiate with the board."
BKF is a holding company whose subsidiary, John A. Levin & Co., is a New York investment management firm that had about $12.6 billion under management as of April 30, the filing said. |
