CORRECTING and REPLACING Bexil Corporation Adopts Shareholder Rights Plan
10 Novembro 2005 - 9:00PM
Business Wire
Please replace the release with the following corrected version due
to multiple revisions. The corrected release reads: BEXIL
CORPORATION ADOPTS SHAREHOLDER RIGHTS PLAN 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% 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% 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% 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% 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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