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AMRE DECLARES DIVIDEND DISTRIBUTION OF PREFERRED STOCK

 AMRE DECLARES DIVIDEND DISTRIBUTION OF PREFERRED STOCK
 DALLAS, Nov. 13 /PRNewswire/ -- AMRE, Inc. (NYSE: AMM) announced


today that its board of directors has unanimously adopted a stockholder rights plan. Under the plan, preferred stock purchase rights will be distributed as a dividend at the rate of one right for each share of common stock held of record as of the close of business on Nov. 23, 1992. The rights will expire on Nov. 23, 2002.
 In announcing the plan, Ronald Wagner, chairman and chief executive officer of AMRE, said it was adopted to deter coercive or unfair takeover tactics and to prevent an acquisitor from gaining control of the company without offering a fair price to all stockholders. "One of the board's prime concerns in adopting the plan is to protect stockholders from being forced to sell prematurely shares of AMRE's common stock for less than fair value," said Wagner. "In the event of a legitimate acquisition attempt, the rights plan will encourage the potential acquisitor to negotiate with the board to help ensure that any offer made will be a full and fair financial proposition for all stockholders," he said. The company said it was not aware of any present effort or plan by anyone or any group to make a bid for AMRE. Details of the stockholder rights plan are being mailed to stockholders.
 Under the plan, each right will entitle holders of AMRE's common stock to buy one one-hundredth of a newly issued share of Series A junior participating preferred stock at an exercise price of $25.00. The rights are exercisable only if a person or group (other than "continuing directors") acquires beneficial ownership of 35 percent (25 percent upon the consummation of the settlement of certain pending legal proceedings), or more of AMRE's common stock (the "applicable percentage"), or a person or group commences a tender or exchange offer upon consummation of which that person or group would beneficially own the applicable percentage or more of the common stock.
 Generally, if any person or group (other than a continuing director) becomes a beneficial owner of the applicable percentage or more of AMRE's common stock other than pursuant to an offer for all shares determined by a majority of unaffiliated continuing directors to be fair to the stockholders, and otherwise in the best interests of both AMRE and its stockholders, each right not owned by the acquiring person or related parties will enable its holder to purchase, at the right's then current exercise price, shares of AMRE's common stock (or, in certain circumstances as determined by the board, a combination of cash, property, common shares, or other securities) having a calculated value of twice the right's exercise price.
 In addition, any time after a person or group (other than a continuing director) acquires beneficial ownership of the applicable percentage or more of the outstanding shares of AMRE's common stock (except pursuant to an offer for all outstanding shares of common stock determined by a majority of the unaffiliated continuing directors to be at a price which is fair to the stockholders and otherwise in the best interests of AMRE or its stockholders), AMRE is acquired in a merger or other business combination, or more than 50 percent of its assets, cash flow, or earning power is transferred in any one transaction or a series of related transactions to another person or persons, each right that has not previously been exercised will entitle its holder to purchase, at the right's then current exercise price, shares of common stock of such other person having a calculated value of twice the right's exercise price.
 Further, at any time after a person or group (other than a continuing director) acquires the applicable percentage or more of AMRE's outstanding common stock, but such person holds less than 50 percent of AMRE's outstanding common stock, the board of directors may, at its option, exchange part or all of the rights (other than rights held by a the acquiring person) for shares of AMRE's common stock on a one-for-one basis.
 AMRE will generally be entitled to redeem the rights at $.01 per right at any time until the close of business on the earlier of the tenth day following public announcement that a position equal to or in excess of the applicable percentage has been acquired.
 ARME, Inc., is a Dallas-based direct consumer marketer of home improvement products. Additional information may be obtained by contacting Michael Keane at 8585 N. Stemmons Freeway, South Tower, Suite 102, Dallas, 75247, telephone number 214-819-7000.
 -0- 11/13/92
 /CONTACT: Michael Keane, director, investor-relations of AMRE, Inc., 214-819-7000/
 (AMM) CO: AMRE, Inc. ST: Texas IN: HOU SU: DIV


WB -- NY080 -- 0949 11/13/92 18:07 EST
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Date:Nov 13, 1992
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