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CENTEX TELEMANAGEMENT INC. DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARES PURCHASE RIGHTS

 SAN FRANCISCO, Sept. 14 /PRNewswire/ -- The board of directors of Centex Telemanagement Inc. (NASDAQ: CNTX) today announced that it has declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of the company's Common Stock. Each right will entitle stockholders to buy one one-thousandth of a share of the company's Series A Participating Preferred Stock at an exercise price of $30. The Rights will become exercisable following the tenth day after a person or group announces acquisition of 20 percent or more of the company's Common Stock or announces commencement of a tender offer, the consummation of which would result in ownership by the person or group of 20 percent or more of the Common Stock. The company will be entitled to redeem the Rights at $0.001 per Right at any time on or before the tenth day following acquisition by a person or group of 20 percent or more of the company's Common Stock.
 If, prior to redemption of the Rights, a person or group acquires 20 percent or more the company's Common Stock, each Right not owned by a holder of 20 percent or more of the Common Stock will entitle its holder to purchase, at the Right's then current exercise price, that number of shares of Common Stock of the company (or, in certain circumstances as determined by the board, cash, other property or other securities) having a market value at that time of twice the Right's exercise price. If, after the tenth day following acquisition by a person or group of 20 percent or more of the company's Common Stock, the company sells more than 50 percent of its assets or earning power or is acquired in a merger or other business transaction, the acquiror must assume the obligations under the Rights and the Rights will become exercisable to acquire Common Stock of the acquiror at the discounted price. At any time after an event triggering exercisability of the Rights at a discounted price and prior to the acquisition by the acquiror of 50 percent or more of the outstanding Common Stock, the board of directors of the company may exchange the rights (other than those owned by the acquiror or its affiliates) for Common Stock of the company at an exchange ratio of one share of Common Stock per Right.
 The Rights are designed to assure that the company's stockholders receive fair and equal treatment in the event of any proposed takeover of the company and to guard against partial tender offers and other abusive tactics to gain control of the company without paying all stockholders the fair value of their shares, including a "control premium."
 The dividend distribution will be made on Sept. 30, 1993, payable to stockholders of record on Sept. 30., 1993. The Rights will expire on Sept. 14, 2003.
 Further details of the Rights are contained in a letter that will be mail to all stockholders of the company.
 Centex Telemanagement pioneered the telecommunications management concept in 1985 and today is the largest provider of outsourced telecommunications management services for small and medium-sized businesses. The company presently serves more than 11,000 clients through 21 branch offices in nine states.
 Centex provides a single point of management to cost-effectively analyze, select and manage all of the telecommunications activities of its clients. Centex's industry-leading array of services includes customized management reports for clients, multi-vendor coordination and management, equipment analysis and call routing optimization and accounting.
 -0- 9/14/93
 /CONTACT: Peter A. Howley, chairman, president and chief executive officer of Centex Telemanagement, 415-882-2300/
 (CNTX)


CO: Centex Telemanagement Inc. ST: California IN: TLS SU: DIV

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Publication:PR Newswire
Date:Sep 14, 1993
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