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Technology Stocks : FBN Associates: A Perfect Company
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To: TEDennis who wrote (684)6/18/1998 3:07:00 PM
From: DScottD  Read Replies (2) of 2117
 
>>What type of defenses does FBNA have for a hostile takeover?<<

TED--

Don't forget the Special Shareholder Rights Plan and the Senior Management Entrenchment-for-Life Plan that were approved at the last board meeting and unanimously approved by the shareholders at the recent Annual Meeting in Milwaukee. By all accounts the Annual Meeting was a tremendous success. The complimentary Harley rides to the Miller brewery and the Johnsonville Brat fest at County Stadium were events that none of us will soon forget. Who can forget the look on Janice's face when they caught her on the Jumbotron right after she spilled her beer on Brewer's owner and Acting Baseball Commissioner Bud Selig while trying to catch that foul ball. Priceless. Whoever arranged for the FBN B-52 flyover before the game deserves a big promotion and raise.

Anyway, the Special Shareholder Rights Plan provides that each share of common stock, other than shares held by the person receiving the offer, automatically converts into 1,000,000 shares of 25% Super-Duper Voting Convertible Preferred Stock whenever any shareholder or group of shareholders or the company receives offers during any 12 month rolling period to sell more than 5% of the outstanding common stock. This Plan virtually eliminates any chance of an outsider taking control of the company.

The Senior Management Entrenchment-for-Life Plan provides for 8-figure lump sum payments to the company's executive officers upon the termination of employment for any reason other than death or voluntary retirement before the age of 45.

FBN--Safely in the hands of the people we want well into the next millenium.

DScottD
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