ARCTIC ALASKA FISHERIES CORP. DECLARES DISTRIBUTION OF COMMON SHARE PURCHASE RIGHTS
ARCTIC ALASKA FISHERIES CORP. DECLARES DISTRIBUTION
OF COMMON SHARE PURCHASE RIGHTS
SEATTLE, Nov. 15 /PRNewswire/ -- The board of directors of Arctic Alaska Fisheries Corp. (NYSE: ICE) today announced that it has declared a distribution of one common share purchase right on each outstanding share of Arctic Alaska Fisheries Corp. common stock.
Ronald R. Jensen, president of Arctic Alaska, said: "The rights will assist the board of directors in maximizing long-term value for company shareholders. The rights are designed to ensure that all of Arctic Alaska's shareholders receive fair and equal treatment in the event of any proposed takeover of the company and to guard against partial tender offers, squeeze-outs, open market accumulations and other abusive tactics to gain control of Arctic Alaska without paying all shareholders a control premium."
The rights will be exercisable only if a person or group acquires 15 percent or more of Arctic Alaska's common stock or announces a tender offer which would result in ownership by a person or group of 15 percent or more of the common stock. Each right will entitle shareholders to buy one share of Arctic Alaska's common stock at an exercise price of $38.
If a person or group acquires 15 percent or more of Arctic Alaska's outstanding common stock, each right will entitle its holder (other than such person or members of such group) to purchase, at the right's then-current exercise price, a number of Arctic Alaska's common shares having a market value of twice such price. In addition, if Arctic Alaska is acquired in a merger or other business combination transaction, each right will entitle its holder to purchase, at the right's then-current exercise price, a number of the acquiring company's common shares having a market value of twice such price.
In general, following the acquisition by a person or group of beneficial ownership of 15 percent or more of Arctic Alaska's common stock and prior to an acquisition of 50 percent or more of such common stock, the board of directors may exchange the rights (other than rights owned by the acquirer or acquiring group), in whole or in part, at an exchange ratio of one share of common stock per right. This provision will have a dilutive effect on the acquirer (whose rights will become void) and provide a corresponding benefit to the remaining holders of rights without requiring such holders to go through the process and expense of exercising their rights.
Prior to the acquisition by a person or group of beneficial ownership of 15 percent or more of Arctic Alaska's common stock, the rights are redeemable for one-tenth of one cent per right at the option of the board of directors.
The board of directors is also authorized to reduce the 15 percent share accumulation thresholds to not less than 10 percent.
Jensen added: "The rights are intended to enable all of Arctic Alaska's shareholders to realize the long-term value of their investment in the company. They will not prevent a takeover, but should encourage anyone seeking to acquire Arctic Alaska to negotiate with the board prior to attempting a takeover."
The distribution will be made as a dividend on Nov. 25, 1991, payable to shareholders of record on that date. The rights will expire on Nov. 24, 2001. The rights distribution is not taxable to shareholders.
Arctic Alaska Fisheries Corp. is the largest, and only publicly held, U.S. fishing and at-sea processing company. Arctic Alaska vessels generally operate in the 200-mile zone off Alaska, catching crab and bottomfish such as pollock, cod, perch and sole. The catch is processed into a variety of seafood products that are sold domestically, to Japan and in other export markets primarily under the Arctic Ice trademark.
/CONTACT: Rob Trafton of Arctic Alaska Fisheries Corp., 206-282-3445/
(ICE) CO: Arctic Alaska Fisheries Corp. ST: Washington IN: FOD SU: JH-SC -- SE001 -- 1817 11/15/91 19:17 EST
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(ITGR) CO: Integra Financial Corporation; Atlantic Financial Savings, F.A. ST: Pennsylvania IN: FIN SU: TNM DM -- PG022 -- 1815 11/15/91 19:09 EST