Bexil Corporation Adopts Shareholder Rights Plan
November 10 2005 - 3:42PM
Business Wire
Bexil Corporation (AMEX: BXL) today announced that its Board of
Directors has adopted a shareholder rights plan. The rights plan is
designed to ensure that all Bexil shareholders receive fair and
equal treatment in the event of an unsolicited attempt to acquire
Bexil. The adoption of the rights plan is intended to deter partial
and "two step" tender offers or other coercive takeover tactics,
and to prevent an acquirer from gaining control of Bexil without
offering a fair price to all of Bexil's shareholders. The rights
plan was not adopted in response to any known offers for Bexil and
is similar to shareholder rights plans adopted by many other
companies. To implement the rights plan, the Board of Directors
declared a dividend distribution of one right for each outstanding
share of Bexil common stock, par value $.01 per share, to holders
of record of the shares of common stock at the close of business on
November 21, 2005. Each right entitles the registered holder to
purchase from Bexil one one-thousandth of a share of preferred
stock, par value $.01 per share. The rights will be distributed as
a non-taxable dividend and will expire on November 21, 2015. The
rights will be evidenced by the underlying Bexil common stock, and
no separate preferred stock purchase rights certificates will
presently be distributed. The rights to acquire preferred stock are
not immediately exercisable and will become exercisable only if a
person or group, other than certain exempt persons, acquires or
commences a tender offer for 10% percent or more of Bexil's common
stock. If a person or group, other than certain exempt persons,
acquires or commences a tender offer for 10% percent or more of
Bexil's common stock, each holder of a right, except the acquirer,
will be entitled, subject to Bexil's right to redeem or exchange
the right, to exercise, at an exercise price of $67.50, the right
for one one-thousandth of a share of Bexil's newly-created Series A
Participating Preferred Stock, or the number of shares of Bexil
common stock equal to the holder's number of rights multiplied by
the exercise price and divided by 50% percent of the market price
of Bexil's common stock on the date of the occurrence of such an
event. Bexil's Board of Directors may terminate the rights plan at
any time or redeem the rights, for $0.01 per right, at any time
before a person acquires 10% percent or more of Bexil's common
stock. For a summary of the rights plan,visit the company's website
at http://www.bexil.com. A copy of the rights agreement will be
filed with the Securities and Exchange Commission as an exhibit to
a current report on Form 8-K. Bexil is a holding company. The
Company's primary holding is a 50% interest in privately held York
Insurance Services Group, Inc. ("York"). York is a privately owned
insurance services business process sourcing companies in the
United States. Since the 1930's, York through predecessor
companies, has served as both an independent adjustment company and
third party administrator providing claims data and risk related
services to insurance companies, self insureds, and intermediaries
throughout the United States. More recently York has established
business units in the program management, licensed private
investigation, recovery, environmental consulting, retail logistics
and large/complex loss adjusting markets. Our 50% interest in York
is accounted for using the equity method and, therefore, York's
financial results are not consolidated with our own. More
information about Bexil may be found at its web site
http://www.bexil.com/. This press release may contain
forward-looking statements and similar expressions that reflect
Bexil's current expectations about its future performance, and are
subject to risks, uncertainties and other factors that could cause
Bexil's actual performance to differ materially from those
expressed in, or implied by, these forward-looking statements.
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