Autodesk adopts shareholder rights plan.

SAN RAFAEL, Calif.--(BUSINESS WIRE)--Dec. 20, 1995--Autodesk, Inc. announced today that its Board of Directors has adopted a Shareholder Rights Plan intended to assure that Autodesk shareholders would receive fair treatment in the event of a takeover of the Company.

"In today's world one of the fastest ways to grow a company is through acquisitions," said Carol Bartz, Autodesk President, Chairman and CEO. "Technology companies are no longer immune to unfriendly takeover attempts during downturns in their stock price. If that happens, a company should have time to evaluate the situation and make sure the stockholders' interests are protected. That's why we have adopted this plan."

The Shareholder Rights Plan has the effect of diluting the ownership interest of a potential unauthorized acquirer by increasing shares held by other stockholders. The Plan will not have any effect unless and until there is an unauthorized attempt to gain control of the Company.

Under the plan, Autodesk will issue one right for each outstanding share of Autodesk's common stock. The rights will be issued on December 29, 1995, to stockholders of record on that date, and will expire on December 14, 2005.

These rights will become exercisable only if a person or group acquires 15 percent or more of Autodesk's outstanding common stock or announces a tender or exchange offer that would result in ownership of 15 percent or more of Autodesk's common stock. Each right will entitle the holder to buy one one-thousandth of a share of participating preferred stock at an exercise price of $200.

If Autodesk is acquired in a merger or other business combination transaction after a person has acquired 15 percent or more of Autodesk's outstanding common stock, each right will entitle its holder to purchase, at the right's then-current exercise price, a number of the acquiring company's common shares having a market value of twice such price.

Autodesk is the world's leading supplier of PC and UNIX-based design software and PC multimedia tools. The company's 2D and 3D products and data management tools are used in many industries for architectural design, mechanical design, film-making, videography and geographic information systems.

The fourth largest PC software company in the world, Autodesk has 3 million customers in 129 countries. Autodesk products are sold through Autodesk Systems Centers, Dealers and Distributors worldwide. For more information about Autodesk, please call 415/507-5000, type GO ADESK on CompuServe, or log-in with a World Wide Web browser at http://www.autodesk.com. -0-

NOTE TO EDITORS: Autodesk, the Autodesk logo and AutoCAD are registered trademarks of Autodesk, Inc. ACAD is a trademark of Autodesk, Inc. All other brand and product names mentioned are the service marks, trademarks or registered trademarks of their respective owners.

CONTACT: Autodesk, Inc., San Rafael

Christine Tsingos, 415/507-6704