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EMERSON RADIO DECLARES NEW RIGHTS DIVIDEND DISTRIBUTION

 EMERSON RADIO DECLARES NEW RIGHTS DIVIDEND DISTRIBUTION
 NORTH BERGEN, N.J., March 2 /PRNewswire/ -- Emerson Radio Corp. (NYSE: EME) reported that its board of directors declared a dividend distribution of one new common share purchase right on each outstanding common share. At the same time, pursuant to the previously announced settlement of Emerson's shareholder litigation, the board fixed the record and payment dates for redemption of the old common share purchase rights, which were issued in November 1989. The new rights dividend distribution is payable on March 13, 1992 to shareholders of record on that date and will expire on June 15, 1992 (subject to extension until, at latest, Feb. 28, 1993) unless redeemed at an earlier date. The redemption price of $.01 per old right will be paid on March 20, 1992 to shareholders of record at the close of business on March 13, 1992.
 Emerson reported that the board adopted the new rights plan because it believes there is a continuing need for the protection that a rights plan affords shareholders during the interim period in which Emerson is seeking to satisfy the debt restructuring condition of its securities purchase agreement with Semi-Tech (Global) Limited and another group, led by Fidenas Investment Limited, has also proposed making an equity investment in Emerson.
 The terms of the new rights are substantially the same as the terms of the old rights except in the following respects. First, while under the old plan the purchase price of common shares issuable upon exercise of the rights was $33 a share (subject to adjustment) the board of directors has authorized the new rights with a purchase price of $6 a common share (subject to adjustment), which the board believes represents a more appropriate relationship to the value of the company's common shares. Secondly, rather than having a ten-year term as the old rights had, the new rights are scheduled to expire on June 15, 1992. However, with the approval of a majority of the members of Emerson's board unaffiliated with the proponent of a business combination, the expiration date may be extended on a month-by-month basis until, at latest, Feb. 28, 1993. In addition, the new rights will terminate, without the payment of a redemption price or any other compensation, immediately before consummation of the transactions contemplated by the securities purchase agreement with Semi-Tech or any other business combination transaction approved by a majority of the members of Emerson's board who are disinterested with respect to the transaction.
 The board may redeem the new rights for $.01 per new right prior to the tenth day after a person or group becomes the beneficial owner of 20.47 percent or more of the company's common shares. Such period may be extended by the board under certain circumstances. The comparable percentage under the old rights was 20 percent. At present the highest percentage of beneficial ownership publicly reported by any person or group is 20.46 percent, which was reported by Fidenas Investment Limited and its affiliates.
 The new rights will generally not be exercisable until the earlier of ten days after the announcement that a person or group beneficially owns 20.47 percent or more of Emerson's outstanding common shares (with the comparable percentage under the old plan having been 20 percent) or ten days after a person or group commences or announces an intent to commence a tender or exchange offer that would result in the person or group beneficially owning 30 percent or more of Emerson's outstanding common shares. Under certain circumstances, these periods may be extended by the board.
 Once exercisable, each holder of a new right, other than the 20.47 percent or greater beneficial owner, will have the right to purchase that number of the company's common shares having a then current market value of twice the new rights's exercise price.
 If the new rights are not terminated or redeemed and Emerson were acquired in a merger or other business combination transaction or 50 percent or more of Emerson's consolidated assets or earnings power were sold, each new right then exercisable would entitle its holder, other than the 20.47 percent or greater beneficial owner, to buy that number of the surviving company's common shares having a then current market value equal to twice the new right's exercise price. After a person or group becomes the beneficial owner of 20.47 percent or more but less than 50 percent of Emerson's common shares, the board may exchange part or all of the new rights (other than those held by the 20.47 percent or greater beneficial owner) for common shares at a rate of one common share for each new right (subject to adjustment).
 Emerson Radio Corp. designs and markets a full line of popularly priced consumer electronics products. The range of the company's products include televisions, video cassette recorders, portable compact disc players, radios, stereo systems, tape players and recorders, microwave ovens and fax machines.
 -0- 3/2/92
 /CONTACT: Robert D. Siegfried of Kekst & Company, 212-593-2655, for Emerson/
 (EME) CO: Emerson Radio Corp. ST: New Jersey IN: SU: SRP


KD-KW -- NY063 -- 4027 03/02/92 13:53 EST
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Publication:PR Newswire
Date:Mar 2, 1992
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