Printer Friendly

CARSON PIRIE SCOTT & CO. BOARD ELECTS CHAIRMAN, DECLARES DIVIDEND DISTRIBUTION OF COMMON SHARE PURCHASE RIGHTS

 MILWAUKEE, Nov. 2 /PRNewswire/ -- The newly formed board of directors of Carson Pirie Scott & Co. (NASDAQ: CPSC) met for the first time today and elected Mark Dickstein, president of the investment firm of Dickstein Partners Inc., as its chairman.
 In other business, the seventh and final director was named to the board. Robert Tammero, president and chief executive officer of Pergament Home Centers, Inc., Melville, N.Y., and formerly president and chief executive officer of Plymouth Lamston Stores Corp. and president, regional support services for Federated/Allied Department Stores, was the second outside director named to Carson Pirie Scott & Co.'s board.
 Tammero joins Stanton J. Bluestone, president and chief executive officer, and Michael R. MacDonald, executive vice president and chief administrative officer, both of Carson Pirie Scott & Co.; John W. Burden III, a retail consultant and former chairman and chief executive officer of Federated/Allied Department Stores; John F. Nickoll of the Foothill Group, Inc.; Mark L. Kaufman of Dickstein Partners Inc.; and Dickstein.
 At the meeting, the board also declared a dividend distribution of one common share purchase right on each outstanding share of the company's common stock.
 "The rights are designed to assure that all of Carson Pirie Scott's shareholders receive fair and equal treatment in the event of any proposed takeover of the company," Dickstein said.
 "They help guard against partial tender offers and various other abusive tactics to gain control of the company without paying all shareholders a control premium," he said.
 The rights plan was not formulated in response to any offer the company had received, Dickstein added.
 "The rights are intended to enable all Carson Pirie Scott shareholders to realize the long-term value of their investment in the company. They will not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the board prior to attempting a takeover," he noted.
 The rights will be exercisable only if a person or group acquires 25 percent or more of the company's common stock or announces a tender offer, the consummation of which would result in ownership by a person or group of 25 percent or more of the common stock.
 If the company is acquired in a merger or other business combination transaction after a person or group has acquired 25 percent or more of the company'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.
 In addition, if a person or group acquires 25 percent or more of the company's outstanding common stock, each right will entitle its holder (other than such person or members of such group) to purchase, at the right's then-current exercise price, a number of shares of the company's common stock having a market value of twice such price.
 Further, at any time after a person or group acquires 25 percent or more (but less than 50 percent) of the company's outstanding common stock, the board of directors may, at its option, exchange part or all of the rights (other than rights held by the acquiring person or group) for shares of the company's stock on a one-for-one basis.
 Prior to the acquisition by a person or group of beneficial ownership of 25 percent or more of the company's common stock, the rights are redeemable for one cent per right at the option of the board of directors.
 The board of directors is also authorized to reduce the 25 percent thresholds referred to above to not less than 10 percent.
 The rights will be distributed on Nov. 16, 1993, to shareholders of record on that date and will expire on Nov. 16, 2003. The rights distribution is not taxable to shareholders.
 Carson Pirie Scott & Co. emerged from Chapter 11 proceedings on Oct. 29 and its common stock shares began trading on the NASDAQ National Market System on Nov. 1, under the symbol CPSC.
 Carson Pirie Scott & Co. is the 10th-largest department store retailer in the United States with sales in excess of $1.1 billion and 63 stores in the Upper Midwest. Its operations include 38 Carson Pirie Scott stores in Greater Chicago, Indiana and Minnesota; 14 Bergner's in downstate Illinois and Wisconsin; and 11 Boston Stores in Wisconsin.
 -0- 11/2/93
 /CONTACT: Edward P. Carroll Jr. (media), executive vice president, sales promotion & marketing, 414-347-5340, or Darren R. Jackson (investors), vice president & treasurer, 414-278-5717, both of Carson Pirie Scott/
 (CPSC)


CO: Carson Pirie Scott & Co. ST: Wisconsin IN: REA SU: PER SRP

KL-BM -- CL020 -- 9842 11/02/93 17:19 EST
COPYRIGHT 1993 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1993 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Nov 2, 1993
Words:773
Previous Article:SEABOARD BANCORP, INC. ANNOUNCES THIRD QUARTER OPERATING RESULTS
Next Article:CHIQUITA ANNOUNCES THIRD QUARTER RESULTS AND DECLARES QUARTERLY DIVIDENDS
Topics:

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