COMMUNICATIONS CENTRAL INC. ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS AGREEMENT.ATLANTA--(BUSINESS WIRE)--July 26, 1995--The Board of Directors of Communications Central 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 :NMS/CCIX) announced today that it has adopted a Shareholder RIghts Agreement that is designed to protect the Company's 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 CCI CCI Chambre de Commerce et d'Industrie (France) CCI CAM (Complementary and Alternative Medicine) Citation Index CCI Chamber of Commerce and Industry (Western Australia) at an inadequate price. The agreement provides for the issuance of one "Right" for each share of Common Stock outstanding as of a record date of August 9, 1995. Each Right entitles shareholders to buy one share of Common Stock for $27.00. The Rights may only be exercised in certain 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 if a person or group acquires 20% or more of the Company's outstanding Common Stock or a tender or exchange offer is announced that would result in the ownership of 20% or more of such stock. 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 Right for $.001 per Right at any time up to 10 business days after a person or entity becomes an "Acquiring Person" by acquiring beneficial ownership of 20% or more of the Company's outstanding Common Stock. Richard W. Oliver, who is serving as Chief Executive Officer (Interim) of CCI, said, "The Rights Agreement is not aimed at preventing a takeover, but instead is only designed to encourage any prospective suitors to negotiate in an appropriate manner with the Board of Directors of the Company prior to attempting any takeover. The Rights will help the Board to assure that all of the Company's shareholders realize the full value of their investment in the Company." Mr. Oliver indicated that the Board felt that adoption of the Rights Agreement was prudent in light of the current takeover environment and recent reductions in the Company's share price, which the Board believes does not adequately reflect the long-term value inherent in the Company's stock. Under certain circumstances described in the Rights Agreement, principally involving the acquisition of 20% or more of the Company's outstanding Common Stock, all holders of Rights except the "Acquiring Person" may purchase, for the purchase price of the Rights, stock of the Company (or stock of its acquiror) at 50% of the then-current market value of such stock. The Rights will be issued to shareholders of record as of the close of business on August 9, 1995 and will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. ten years later. The Rights will be more fully described in a letter that will be mailed to all shareholders of the Company in the near future. Founded in 1986 and headquartered in Atlanta, Georgia, CCI is a leading provider of payphones and inmate INMATE. One who dwells in a part of another's house, the latter dwelling, at the same time, in the said house. Kitch. 45, b; Com. Dig. Justices of the Peace, B 85; 1 B. & Cr. 578; 8 E. C. L. R. 153; 2 Dowl. & Ry. 743; 8 B. & Cr. 71; 15 E. C. L. R. 154; 2 Man. & Ry. 227; 9 B. & Cr. phones. The Company serves a broad range of government, corporate and independent accounts. CCI currently owns and operates a network of over 24,000 payphones and inmate phones located in 36 states and the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). . CONTACT: Communications Central Inc., Atlanta Richard W. Oliver, 404/442-7311 |
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