Bradlees Adopts Shareholder Rights Plan.BRAINTREE, Mass.--(BUSINESS WIRE)--Nov. 24, 1999-- Bradlees, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :BRAD) today announced that its Board of Directors yesterday voted to adopt a Shareholder Rights Plan. Under the Rights Plan, shareholders of record as of November 26, 1999 will receive rights that would allow them to acquire additional shares of Bradlees common stock at a 50% discount to the market price under certain conditions. The rights become exercisable in the event that a person or group acquires or makes a tender offer for 15% or more of the outstanding shares of Bradlees common stock. In connection with the adoption of the Shareholder Rights Plan, the Board of Directors declared a dividend distribution of one 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 right for each outstanding share of common stock to shareholders of record as of the close of business on November 26, 1999. The Rights Plan will expire on November 23, 2009. The Company also announced today that its Board of Directors has elected to become subject to the provisions of Section 50A of Chapter 156B of the General Laws of the Commonwealth of Massachusetts which, among other things, requires that the Company have staggered terms staggered terms Membership terms for a firm's directors that expire in different years. A firm with 12 directors might have 4-year terms with 3 seats up for election each year. Staggered terms make it more difficult for a raider to gain control of a board. for its Board of Directors. In accordance with the provisions of Section 50A, the Board of Directors has been divided into three classes, with one class to be elected at each year's annual meeting of shareholders, beginning with the Company's Annual Meeting of Shareholders in 2000. Bradlees is a leading regional discount retailer with 104 stores in seven Northeastern states and 1998 sales of $1.4 billion. Bradlees offers an assortment of merchandise focused on basic and casual apparel, basic and fashion items for the home, and commodity and convenience products. General information about Bradlees, including corporate background and press releases, is available on the internet at http://www.bradlees.com. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement: This press release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Any such statements are subject to important factors which could cause the Company's actual results to differ from those anticipated by the forward-looking statements. These factors are referenced in the Company's latest Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and in other SEC filings. |
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