ASSIX INTERNATIONAL, INC. DECLARES DIVIDEND DISTRIBUTION OF PREFERRED STOCK PURCHASE RIGHTS
TAMPA, Fla., April 19 /PRNewswire/ -- The Board of Directors of Assix International, Inc. today declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of Common Stock of Assix International, Inc. Each Right will entitle shareholders to buy one-hundredth of a share of newly created Series A Participating Preferred Stock of the Company at an exercise price of $10. The Rights will be exercisable if a person or group hereafter acquires 15% or more of Assix International, Inc. common stock or announces a tender offer of 15% or more of the common stock. The Assix International, Inc. Board will be entitled to redeem the Rights at one cent per Right at any time before any such person hereafter acquires 15% or more of the outstanding common stock. The Rights are being distributed in part in response to the stock accumulation by ASX Investment Corp. and also to assure that all Assix International, Inc. shareholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers, open market accumulations and other tactics designed to gain control of Assix International, Inc. without paying all shareholders a control premium. The Company believes that it is vulnerable to a possible takeover attempt due to its recently announced settlement with Sears, Roebuck & Co., involving, among other things, the payment by Sears to the Company of $16 million in cash and the transfer to a subsidiary of the Company of real property and equipment formerly constituting the Jacksonville Sears Catalogue Distribution Center, and its previously announced settlement with the Company's institutional lenders, resulting in the discharge of substantial indebtedness. The debt restructuring and the Sears settlement resulted from extended Company efforts commenced in 1992. As a result of the foregoing settlements, the company currently has substantial assets, including substantial cash assets, and only limited liabilities. If a person hereafter acquires 15% or more of Assix International, Inc.'s outstanding Common Stock (or if a person presently owning 15% or more of Assix International Inc.'s outstanding common stock acquires beneficial ownership of any additional shares of common stock (other than in a distribution of Common Stock made or paid pro rata to all holders of Common Stock or upon the grant or exercise of employee stock options or similar stock rights pursuant to the Company's 1988 Stock Option Plan, as amended)), each Right will entitle its holder to purchase, at the Right's exercise price a number of shares of Assix International, Inc.'s Common Stock having a market value at that time of twice the Right's exercise price. Rights held by the 15% holder will become void and will not be exercisable to purchase shares at the bargain purchase price. If Assix International, Inc. is acquired in a merger or other business combination transaction after a person acquires 15% or more of the Company's Common Stock, 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 at that time of twice the Right's exercise price. "The Rights are intended to enable all Assix International, Inc. shareholders to realize the long-term value of their investment in Assix International, Inc. They do not prevent a takeover, but should encourage anyone seeking a acquire the Company to negotiate with the Board of Directors prior to attempting a takeover," said R. Park Newton, III, Assix International, Inc.'s President and Chief Executive Officer.
The dividend distribution will be payable to shareholders of record on April 29, 1994. The Rights will expire in ten years. The Rights distribution is not taxable to shareholders. 54091.01
-0- 4/19/94 /CONTACT: Douglas Gardner, Treasurer, Assix International, 813-224-0228/
CO: Assix International, Inc. ST: Florida IN: SU: DIV
RK-AD -- FL010 -- 8140 04/19/94 12:04 EDT