Dairy Mart Convenience Stores elects directors and adopts rights plans.ENFIELD, Conn.--(BUSINESS WIRE)--Jan. 19, 1996--Dairy Mart Convenience Stores The following is a list of convenience stores organized by geographical location. Stores are grouped by the lowest heading that contains all locales in which the brands have significant presence. 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 :DMCVA; DMCVB DMCVB Denver Metro Convention and Visitors Bureau ) announced that at its annual shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. today the shareholders elected Thomas W. Janes and Truby G. Proctor A person appointed to manage the affairs of another or to represent another in a judgment. In English Law, the name formerly given to practitioners in ecclesiastical and admiralty Jr. as Class A directors and Frank W. Barrett, J. Kermit Birchfield Jr., John W. Everets Jr., Gregory G. Landry and Robert B. Stein Jr. as Class B directors. The shareholders also approved a non-discretionary stock option plan for non-management directors and a discretionary stock option plan for employees. The company further announced that its board of directors had adopted a rights plan designed to protect the company's stockholders in the event of an attempt to acquire control of the company on terms which do not deal fairly with all of the company's stockholders. Terms of the rights plan provide for a dividend distribution of one right for each share of common stock of Dairy Mart Convenience Stores Inc. to holders of record at the close of business on Jan. 29, 1996. The rights will become exercisable only in the event, with certain exceptions, an acquiring party accumulates 25 percent or more of either class of Dairy Mart's common stock or 15 percent or more of Dairy Mart's total issued and outstanding common stock, or if a party announces an offer to acquire 30 percent or more. The Rights will expire on January 19, 2006. Each right will entitle the holder to buy one one-hundredth of a share of a new series of 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. at a price of $30. In addition, upon the occurrence of certain events, holders of the rights will be entitled to purchase either Dairy Mart stock or shares in an "acquiring entity" at half of market value. Dairy Mart will generally be entitled to redeem the Rights at $.01 per right at any time until the tenth day following the acquisition of a 25 percent position in either class of its common stock of 15 percent or more of its total issued and outstanding voting stock Voting stock The shares in a corporation that entitle the shareholder to vote. voting stock Stock for which the holder has the right to vote in the election of directors, in the appointment of auditors, or in other matters brought up at the . Commenting on the rights plan, Robert B. Stein, Jr., Dairy Mart's chairman of the board, president and chief executive officer, said that the board of directors believes that the rights plan represents a sound and reasonable means of safeguarding the interest of stockholders. Stein said the plan is similar to those adopted by a number of other companies following favorable rulings by courts in various jurisdictions, including the Delaware Supreme Court The Supreme Court of Delaware is the sole appellate court in the United States' state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of . Further, Stein noted that Diary Mart is not aware of any intent on the part of any potential acquirer to commence a bid for control of the Company. 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, and will not change the way in which Dairy Mart's shares of Class A and Class B common stock are currently traded. Details of the new rights plan will be outlined in a letter to be mailed to stockholders following the records date for the right dividend. Dairy Mart, with its corporate offices in Enfield, Connecticut, operates in 11 states with approximately 900 stores, 350 of which sell gasoline. CONTACT: Dairy Mart Stores Inc. Gregory G. Landry, 860/741-4516 |
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