American Retirement Corporation Announces Adoption of Shareholder Rights Plan.NASHVILLE, Tenn.--(BUSINESS WIRE)--Nov. 19, 1998--American Retirement Corporation (NYSE NYSE See: New York Stock Exchange :ACR See riser card. ) announced today that its Board of Directors has adopted a Shareholder Rights Plan. Holders of ARC Common Stock as of December 7, 1998 will receive preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. purchase rights as a dividend at the rate of one Right for each share of Common Stock. The Rights will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. on November 18, 2008. The Shareholder Rights Plan is designed to deter certain types of unfair takeover tactics and to prevent an acquiror from gaining control of the Company without offering a fair price to all of the Company's shareholders. The Plan is not intended to prevent a fully financed and adequate offer for the Company. The Shareholder Rights Plan was not adopted in response to any specific attempt to acquire control of the Company and the Company is not aware of any such effort. Each Right will initially entitle en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: its holder to purchase one one-hundredth of a share of a new Series A Junior Preferred Stock at an exercise price of $86.25 per Right, subject to adjustment. Because the Rights will not initially be exercisable and will trade with the Common Stock, separate right certificates will not be provided to shareholders at this time. Each Right will become exercisable only upon a person's or group's acquisition of, or commencement of a tender or exchange offer for, 15% or more of the Company's Common Stock. Rights will also become exercisable in the event of certain mergers or asset sales involving more than 50% of the Company's assets or earning power Earning power Earnings before interest and taxes (EBIT) divided by total assets. earning power 1. The earnings that an asset could produce under optimal conditions. For example, AT&T may currently be earning $2. . Upon becoming exercisable, each Right will allow the holder (other than the person or group whose action has triggered the exercisability of the Rights), under alternative circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or , to buy either securities of ARC or securities of the acquiring company (depending on the form of the transaction) having a value of twice the exercise price of the Rights. The Rights generally are redeemable Redeemable Eligible for redemption under the terms of an indenture. by the Board of Directors at $.001 per Right for a period of ten business days following the time the Rights become exercisable. The Rights also are generally exchangeable by the Board of Directors at an exchange ratio of one share of Common Stock per Right at any time after the Rights have become exercisable and prior to the acquisition by any person or group of 50% or more of the Company's Common Stock. Details of the Shareholder Rights Plan and Rights are summarized in a letter that will be mailed to all ARC shareholders. |
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