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 HOUSTON, Sept. 28 /PRNewswire/ -- American Exploration Company (AMEX: AX) announced today that its board of directors adopted a stockholder rights plan in which preferred stock purchase rights will be distributed as a dividend at the rate of one right for each share of common stock held as of the close of business on Oct. 8, 1993.
 "The Rights Plan is designed to guard against partial tender offers and other abusive tactics that might be used in an attempt to gain control of the company without paying all stockholders a fair price for their shares," said Mark Andrews, chairman and CEO. Commenting further, Mr. Andrews said, "American has made substantial progress in key operating areas that is not yet reflected in the price of the company's common stock. The Rights Plan will not prevent takeovers, but is designed to deter coercive takeover tactics."
 The company has been contacted by two entities, each of which indicated that it has recently purchased shares of the company's stock. One of the entities elaborated that its held 4.9 percent of the outstanding common stock and was considering a range of options including, under certain circumstances, purchases of additional shares.
 Each right will entitle stockholders to buy one ten-thousandth of a newly issued share of Series B preferred stock of the company ("unit") at an exercise price of $7.50. The rights will be exercisable only if a person or group acquires beneficial ownership of 15 percent or more of the company's outstandinc?ommon stock or commences a tender or exchange offer upon consummation of which a person or group would beneficially own 30 percent or more of the company's outstanding common stock. Each unit of the preferred stock will have one vote, voting together with the common stock.
 If any person becomes the beneficial owner of 15 percent or more of the company's outstanding common stock, or if a holder of 15 percent or more of the company's common stock engages in certain self-dealing transactions or a merger transaction in which the company is the surviving corporation and its common stock remains outstanding, then each right not owned by such person or certain related parties will entitle its holder to purchase, at the right's then-current price, shares of the units of the company Series B preferred stock (or, in certain circumstances, purchase or receive company common stock, cash, property or other securities of the company) having a market value equal to twice the then-current exercise price. In addition, if American Exploration Company is involved in a merger or other business combination transactions with another person after which its common stock does not remain outstanding, or sells 50 percent or more of its assets or earning power to another person, each right will entitle its holder to purchase, at the right's then-current exercise price, shares of common stock of such person having a market value equal to twice the then-current exercise price.
 American Exploration Company will generally be entitled to redeem the rights at $0.01 per right at any time until the 10th business day following public announcement that a person or group has acquired 15 percent or more of the company's common stock.
 American Exploration Company is an independent oil and gas company with exploration and production activities located primarily in Texas, Louisiana and Oklahoma and interests in large exploratory permits in Tunisia and the Sultanate of Oman. American's common stock is traded on the American Stock Exchange under the symbol AX.
 -0- 9/28/93
 /CONTACT: Frank Murphy of American Exploration Company, investors, 713-756-6269, or Tod Irwin, media, of Coltrin & Associates, Inc., 212-221-1616/

CO: American Exploration Company ST: Texas IN: OIL SU: SRP

TM -- NY010 -- 6237 09/28/93 08:59 EDT
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Publication:PR Newswire
Date:Sep 28, 1993

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