Printer Friendly

BANKWORCESTER ADOPTS SHAREHOLDER RIGHTS PLAN

 BANKWORCESTER ADOPTS SHAREHOLDER RIGHTS PLAN
 WORCESTER, Mass., June 24 /PRNewswire/ -- At a meeting held


Tuesday, June 23, the board of directors of BankWorcester Corporation (NASDAQ: BNKW) adopted a shareholder rights plan, declaring a dividend distribution of one preferred stock purchase right for each outstanding share of common stock to shareholders of record at the close of business on July 6, 1992.
 Harold Cabot, president and chief executive officer, stated, "This plan is designed to ensure that all of our shareholders receive fair treatment in the event of any proposed takeover of BankWorcester. The shareholder rights plan is not intended to prevent a takeover of BankWorcester and will not do so. The purpose of the shareholder rights plan is to ensure that the board of directors will have sufficient time to evaluate any attempted takeover and to consider any and all alternatives to such a takeover.
 "In addition, the shareholder rights plan is intended to protect against coercive and abusive takeover tactics aimed at gaining control of BankWorcester on inequitable terms. The shareholder rights plan was not adopted in response to any immediate takeover threat."
 Initially, the rights will not be exercisable and will trade with the shares of BankWorcester's common stock. In the event they become exercisable, the rights would entitle each shareholder to buy units consisting of one one-hundredth of a share of preferred stock at an exercise price of $50. The rights would only become exercisable upon the occurrence of one of three triggering events:
 1. Exercise would be triggered 10 business days after a public
 announcement that a person had become the beneficial owner of
 15 percent or more of BankWorcester's common stock.
 2. The second trigger would occur 10 business days after the
 commencement of a tender offer that would result in the
 ownership of 15 percent or more of BankWorcester's common
 stock.
 3. Exercise could be triggered upon declaration by the board of
 directors that a holder of 10 percent or more of
 BankWorcester's common stock is an "adverse person" because
 that person is likely to take actions to attempt to extract
 "greenmail" or to presssure BankWorcester to take actions
 which are not in the long-term interests of its other
 shareholders.
 If 15 percent or more of BankWorcester's common stock were acquired by anyone or if any person were to be declared an adverse person, holders of the rights (other than the acquiring person or adverse person) would be entitled to acquire shares of BankWorcester's common stock having a value of twice the then-current exercise price. Moreover, if BankWorcester were acquired or 50 percent or more of its assets or earning power were sold after any such event, each holder of the rights would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company's common stock having a value of twice the exercise price of the right.
 The provisions of the rights plan, including the time periods set forth in it, generally may be extended or amended by the board of directors.
 -0- 6/24/92
 /CONTACT: Dennis Byrne of BankWorcester, 508-831-4460/
 (BNKW) CO: BankWorcester Corporation ST: Massachusetts IN: FIN SU: SRP


CN -- NE006 -- 3176 06/24/92 09:47 EDT
COPYRIGHT 1992 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1992 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Jun 24, 1992
Words:531
Previous Article:PARAMAX APPLIES NEW SOFTWARE REUSE CONCEPTS TO ARMY COMMAND AND CONTROL NETWORK
Next Article:LIBERTY MUTUAL ANNOUNCES DECREASE IN WORKERS COMP RATE FILING
Topics:


Related Articles
BANKWORCESTER ACQUIRES MERCHANTS NATIONAL BANK OPERATIONS
BANKWORCESTER ACQUIRES MERCHANTS NATIONAL BANK OPERATIONS
BANKWORCESTER EXPECTS TO REPORT FIRST QUARTER EXTRAORDINARY ITEM AND ACCOUNTING CHANGE AGGREGATING APPROXIMATELY $10 MILLION
BANKWORCESTER REPORTS HIGHER SECOND QUARTER AND SIX MONTH NET INCOME; NON-PERFORMING ASSETS CONTINUE TO DECLINE
BANKWORCESTER CORPORATION DECLARES DIVIDEND
BANK OF BOSTON REACHES DEFINITIVE AGREEMENT TO ACQUIRE BANKWORCESTER
BANKWORCESTER STOCKHOLDERS APPROVE MERGER AGREEMENT WITH BANK OF BOSTON
BANKWORCESTER CORPORATION REPORTS FIRST QUARTER NET INCOME OF $0.41 PER COMMON SHARE -- UP 17%; DIVIDEND DECLARED
Andover Bancorp, Inc. Adopts Shareholder Rights Plan.

Terms of use | Copyright © 2016 Farlex, Inc. | Feedback | For webmasters