Celadon Group, Inc. Adopts Stockholder Rights Plan.Business Editors INDIANAPOLIS--(BUSINESS WIRE)--June 28, 2000 Celadon celadon Chinese, Korean, Siamese, and Japanese stoneware decorated with glazes the colour range of which includes greens of various shades, olive, blue, and gray. The colours are the result of a wash of slip (liquefied clay) containing a high proportion of iron that is Group, Inc. (Nasdaq: CLDN CLDN Calling Line Directory Number CLDN Claudin (gene family) ) announced today that its Board of Directors has approved the adoption of a Stockholder Rights Plan. One stock purchase Right will be distributed as a dividend on each outstanding share of the Company's common stock. The dividend distribution will be made on July 31, 2000, to shareholders of record at the close of business on July 20, 2000. Commenting on the announcement, Stephen Russell
Stephen Russell is a voice actor, most known for his voice acting in the Thief game series as the protagonist Garrett. , Chairman of the Board, Chief Executive Officer and President, stated, "Consistent with the view of many other public companies, Celadon's Board of Directors believes that the Stockholder Rights Plan is an appropriate measure to protect the interests of our shareholders and to assure our shareholders are treated fairly by anyone who might seek to obtain control of Celadon. The Rights are not intended to prevent a takeover of the Company, and it is not in response to any known attempt to acquire control of the Company. The Rights are designed to guard against attempts to take over the Company for a price that does not reflect the Company's full value, or on terms that are not in the best interests of the Company and our shareholders, while not foreclosing a fair acquisition bid for the Company. In declaring the Rights dividend, we have expressed our confidence in the future and our determination that our shareholders be given every opportunity to participate fully in the Company's future." Under the new plan, the Rights will be exercisable only if triggered by a person or group's acquisition of 15% or more of the Company's common stock. If triggered, each Right, other than Rights held by the acquiring person or group, would 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: its holder to purchase a specified number of the Company's common shares for 50% of their market value at the time. Unless a 15% acquisition has occurred, the Rights may be redeemed re·deem tr.v. re·deemed, re·deem·ing, re·deems 1. To recover ownership of by paying a specified sum. 2. To pay off (a promissory note, for example). 3. by the Company at any time prior to the termination date termination date, n See expiration date. of the plan. Additionally, the Board may exchange each Right for one share of the Company's common stock at any time after an acquiring person crosses the beneficial ownership threshold of 15% of the Company's common stock, provided that at the time of such proposed exchange no person is then the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of 50% or more of the Company's common stock. Initially, the Rights will be attached to and trade with all certificates representing shares of common stock. Only upon a triggering of the Rights will separate certificates representing the Rights be distributed. The Rights 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. on June 28, 2010. The issuance of the Rights will have no dilutive effect Dilutive effect Result of a transaction that decreases earnings per common share (EPS). , will not affect reported earnings per share, will not change the way in which the Company's shares are currently traded and are not taxable to shareholders or Celadon. Details of the Rights distribution will be mailed to all shareholders. Celadon Group, Inc. is a trucking and e-commerce e-commerce, commerce conducted over the Internet, most often via the World Wide Web. E-commerce can apply to purchases made through the Web or to business-to-business activities such as inventory transfers. company headquartered in Indianapolis, IN. The Company operates approximately 2,600 line haul tractors and 6,800 trailers. Please visit the company's websites at: www.celadontrucking.com and www.truckersb2b.com. The discussion set forth above as well as oral statements made by officers of the company relating thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. , may contain forward looking statements within the meaning of 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. Such comments are based upon information currently available to management and management's perception thereof as of the date of this press release. Actual results of the company's operations could materially differ from those forward looking statements. Such differences could be caused by a number of factors including, but not limited to, potential adverse affects of regulation; change in competition and the effects of such changes; increased competition; change in fuel prices; changes in economic, political or regulatory environments, changes in the availability of a stable labor force; ability of the company to hire drivers meeting company standards; changes in management strategies; environmental or tax matters; and risks described from time to time in reports filed by the company with the Securities and Exchange Commission. Readers should take these factors into account in evaluating any such forward looking statements. For additional information on Celadon Group, Inc. free of charge via the internet, please go to http://www.tire.com/invest/celadon/index.htm. |
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