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Technology Stocks : ROSS SYSTEMS a turnaround? -- Ignore unavailable to you. Want to Upgrade?

To: The Insider who wrote (2444)	9/8/1998 11:32:00 AM
From: Henry Volquardsen	Read Replies (1) \| Respond to of 3067

ROSS SYSTEMS DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARES 9/8/98 9:48 Purchase Rights ATLANTA, Sept., 8 /PRNewswire/ -- Ross Systems, Inc. (Nasdaq: ROSS), The Board of Directors of Ross Systems, Inc. (the "Company") today announced that it has implemented a Preferred Shares Rights Agreement dated September 4, 1998 whereby it has declared a dividend distribution of one Preferred Shares Purchase Right on each outstanding share of the Company's Common Stock. Each right will entitle stockholders to buy 1/1000th of a share of the Company's Series B Participating Preferred Stock at an exercise price of $21.75. The Rights will become exercisable following the tenth day after a person or group announces acquisition of 15% or more of the Company's Common Stock or announces commencement of a tender offer the consummation of which would result in ownership by the person or group of 15% or more of the Common Stock. The Company will be entitled to redeem the Rights at $.01 per Right at any time on or before the tenth day following acquisition by a person or group of 15% or more of the Company's Common Stock. If, prior to redemption of the Rights, a person or group acquires 15% or more the Company's Common Stock, each Right not owned by a holder of 15% 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. If, after the tenth day following acquisition by a person or group of 15% or more of the Company's Common Stock, the Company sells more than 50% of its assets or earning power or is acquired in a merger or other business combination transaction, the acquiring person must assume the obligations under the Rights, and the Rights will become exercisable to acquire Common Stock of the acquiring person at the 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 person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may exchange the Rights (other than those owned by the acquiring person or its affiliates) for Common Stock of the Company at an exchange ratio of one share of Common Stock per Right. The Rights are designed to assure that the Company's stockholders 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 stockholders the fair value of their shares, including a "control premium." The dividend distribution will be made on September 14, 1998 to stockholders of record as of 5:00 p.m. (Pacific Time) on that date. The Company will mail stockholder notices regarding the Rights within approximately seven business days after September 14, 1998. The Rights will expire on August 31, 2008. Further details of the Rights are contained in a letter that will be mailed to all the Company's stockholders. Ross Systems, Inc. develops, markets and supports a broad range of client/server business solutions, including financials, manufacturing, maintenance, distribution, supply chain management, transportation management, materials management, and human resources applications, as well as comprehensive application development products. Ross Systems products are available for the following open systems environments: Microsoft Windows NT for the Intel and Alpha chips; IBM's RS/6000; HP-UX; Digital UNIX, Open VMS, Fujitsu DS-90 UNIX and Siemens Nixdorf. More than 3,000 companies around the world use business solutions from Ross Systems to run their operations. Ross Systems employs 599 professionals in offices around the world to serve its customers. Corporate headquarters are located at Two Concourse Parkway, Suite 800, Atlanta, Georgia 30328. Please visit Ross Systems' website at www.rossinc.com. SOURCE Ross Systems, Inc. -0- 09/08/98 /CONTACT: Dennis Vohs, Ross Systems, Inc., 770-351-9600, ext. 3058/ /Web site: rossinc.com (ROSS) CO: Ross Systems, Inc. ST: Georgia IN: CPR SU: DIV -0- Sep/08/1998 9:34