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Cadiz Announces Dividend Distribution of Preferred-Share Purchase Rights.


SANTA MONICA Santa Monica (săn`tə mŏn`ĭkə), city (1990 pop. 86,905), Los Angeles co., S Calif., on Santa Monica Bay; inc. 1886. Tourism and retailing are important, and the city has motion-picture, biotechnology, and software industries. , Calif.--(BUSINESS WIRE)--May 11, 1999--

Cadiz Inc. (Nasdaq:CLCI CLCI Dichlorodimethyl Ether ) Tuesday announced that the company's board of directors has declared a dividend distribution of one preferred-share purchase right on each outstanding share of Cadiz common stock.

Subject to limited exceptions, the rights will be exercisable if a person or group acquires 15 percent or more of the company's common stock or announces a tender offer for 15 percent or more of the common stock.

Under certain circumstances, each right will entitle en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 shareholders to buy one one-thousandth of a share of newly created Series A junior participating preferred stock Participating Preferred Stock

A type of preferred stock that, under certain conditions, gives holders the right to receive earnings payouts over and above the specified dividend rate.
 of the company at an exercise price of $35. The company will be entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 to 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 rights at 1 cent per right at any time before a person becomes an acquiring person by acquiring 15 percent or more of the outstanding common stock of the company.

The rights are intended to enable all Cadiz shareholders to realize the long-term value of their investment in the company. They do not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the board of directors prior to attempting a takeover.

The rights are designed to ensure that all Cadiz shareholders receive fair and equal treatment in the event of any proposed takeover of the company and to guard against partial tender offers, open-market accumulations and other 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.  tactics to gain control of the company without paying all shareholders a control premium.

If a person becomes an acquiring person, each right will entitle its holder to purchase, at the right's then-current exercise price, a number of common shares of Cadiz having a market value at that time of twice the right's exercise price. Rights held by the acquiring person will become void and will not be exercisable to purchase shares at the bargain purchase price.

The dividend distribution to establish the new rights plan will be payable to shareholders of record on June 1, 1999. The rights will expire in 10 years. The rights distribution is not taxable to shareholders.

Founded in 1983, Cadiz is a publicly held agricultural and water- resources firm. With its subsidiary, Sun World International Inc., Cadiz is one of the largest vertically integrated agricultural companies in California. The company owns significant landholdings in Southern California Southern California, also colloquially known as SoCal, is the southern portion of the U.S. state of California. Centered on the cities of Los Angeles and San Diego, Southern California is home to nearly 24 million people and is the nation's second most populated region,  with substantial underlying water resources.

Further information on the company can be obtained by visiting its corporate Web site at www.cadizinc.com.
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No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1999, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:May 11, 1999
Words:406
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