AutoInfo announces shareholder rights plan.FAIR LAWN Fair Lawn, borough (1990 pop. 30,548), Bergen co., NE N.J., across the Passaic River from Paterson; inc. 1924. It is residential with light industries. , N.J.--(BUSINESS WIRE)--March 30, 1995--AutoInfo, Inc. (NASDAQ/NMS:AUTO) announced today that its board of directors has adopted a Shareholder Rights Plan designed to protect shareholders from various abusive Tending to deceive; practicing abuse; prone to ill-treat by coarse, insulting words or harmful acts. Using ill treatment; injurious, improper, hurtful, offensive, reproachful. takeover tactics, including attempts to acquire control of the company at an inadequate price. The plan is designed to assure that any acquisition of the company and or any acquisition of control of the company would take place under 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 in which the board of directors can secure the best available transaction for all of the company's shareholders. Under the Plan, each shareholder will receive a dividend of one Right for each share of the company's outstanding stock. Scott Zecher, president of the company said: "The Rights are designed to protect the Company and its shareholders against market accumulation programs and other abusive takeover tactics and are not aimed at preventing a takeover but rather are intended to encourage a potential buyer to negotiate appropriately with the Board prior to attempting a takeover." The Plan was adopted, in part, as a result of Steel Partners II, L.P. acquiring 14.9% of the company's outstanding common stock. Initially, the Rights are attached to the company's common stock and are not exercisable. They become detached from the common stock and become immediately exercisable after any person or group that is not a "grandfathered stockholder" becomes the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of 15% or more of the company's common stock or 10 days after any person or group announces a tender or exchange offer that would result in that same beneficial ownership level, other than pursuant to certain "Permitted Offers." If a buyer that is not a "grandfathered stockholder" becomes a 15% owner in the company, all Rights holders except the buyer will be entitled 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: to purchase the company's stock at a price discounted from the then market price. If the company is acquired in a merger after such an acquisition, all Rights holders except the buyer will also be entitled to purchase stock in the company at a discount in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the plan. The plan "grandfathers" from triggering the Rights stockholders that own 15% of the company's common stock on the date hereof here·of adv. Of this. hereof Adverb Formal or law of or concerning this Adv. 1. hereof - of or concerning this; "the twigs hereof are physic" , provided that such stockholders do not acquire any additional shares of the company's common stock. Any acquisition of additional shares by a stockholder that already owns 15% of the company's common stock will trigger the rights. The distribution of Rights will be made to common shareholders of record on April 10, 1995 and shares of common stock that are newly-issued after that date will also carry Rights until the Rights become detached from the common stock. The Rights will expire March 30, 2005. The company may redeem redeem v. to buy back, as when an owner who had mortgaged his/her real property pays off the debt. The term also refers to paying the amount due and all charges after a foreclosure (due to failure to make payments when due) has begun. the Rights for $0.01 each at any time before a buyer acquires a 15% position in the company, and under certain other circumstances. The Rights distribution is not taxable to stockholders. Details of the plan are included with a letter which will be mailed to all of the company's stockholders. The board of directors also amended the company's by-laws today to put in place certain procedures for setting a record date for the taking of any stockholder action by written consent instead of at a meeting of stockholders. CONTACT: AutoInfo, Fair Lawn William I William I, king of England William I or William the Conqueror, 1027?–1087, king of England (1066–87). Earnest and resourceful, William was not only one of the greatest of English monarchs but a pivotal figure in European . Wunderlich, 201/703-0500 |
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