|
LEICESTER, NY, March 24, 1999 -- CPAC, Inc. (Nasdaq
NNM: CPAK) today announced that on March 19, 1999, it executed a Shareholder Rights Plan
to assure shareholders of fair and equal treatment in the event of a proposed takeover.
CPAC’s Board of Directors adopted the Shareholder
Rights Plan in conjunction with its review of the Company’s overall corporate
governance. The Plan, which is similar to those adopted by more than 2,000 corporations,
enables the Board to carry out its responsibilities to the Company’s shareholders.
Thomas N. Hendrickson, CPAC’s Chairman and Chief Executive Officer, stated that the
Plan was not adopted in response to any takeover offer or threat. "A Rights Plan is
designed to ensure that all stockholders of the Company receive fair and equal treatment
in the event of any proposed attempt to gain control of the Company on terms less
favorable than would be available in a transaction negotiated with the Company’s
Board," Mr. Hendrickson said.
In connection with the adoption of the Plan, the Board of
Directors declared a dividend distribution of one Right for each outstanding share of
CPAC, Inc. Common Stock ($0.01 Par Value) to shareholders of record at the close of
business on April 5, 1999. Each Right entitles the registered holder to purchase from the
Company one share of Common Stock at an Exercise Purchase Price equal to one half of the
current market price as defined in the Rights Agreement, normally the market price on the
Distribution Date.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights Certificates
will be distributed. The Rights will separate from the Common Stock and a Distribution
Date will only occur in the future if: a) a person or group acquires or has obtained the
right to acquire, beneficial ownership of 20% or more of CPAC’s Common Stock or, b)
following the commencement of a tender offer, the consummation of which would result in
ownership by a person or group of 20% or more of the Common Stock. The Rights are not
exercisable until the Distribution Date, and will expire at the close of business on
February 9, 2009. CPAC’s Board of Directors may also choose to redeem the Rights
before they become exercisable.
CPAC, Inc. is a chemical manufacturer in two different
industries – Cleaning and Personal Care (Fuller Brands) and Imaging. Its Fuller
Brands segment is comprised of The Fuller Brush Company, Stanley Home Products, and
Cleaning Technologies Group. The Imaging segment, serving the worldwide Imaging market, is
comprised of Allied Diagnostic Imaging Resources, Inc., Trebla Chemical Company, CPAC
Equipment Division, and four international chemical manufacturing operations. CPAC Inc.
shares are traded over the NASDAQ National Market System under the ticker symbol,
‘CPAK’.
Except for the historical matters contained herein,
statements in this press release are forward looking and are made pursuant to the safe
harbor provisions of the Securities Litigation Reform Act of 1995. Investors are cautioned
that forward looking statements involve risks and uncertainties which may affect
CPAC’s business and prospects, including economic, competitive, governmental,
technological, and other factors discussed in CPAC’s filings with the Securities and
Exchange Commission.
###
|
