Carlisle Companies Announces Amendment to Rights Agreement
May 26 2006 - 11:32AM
Business Wire
Carlisle Companies Incorporated (NYSE:CSL) announced that its Board
of Directors has approved an amendment to the Shareholders' Rights
Agreement, adopted on February 8, 1989. Under the Rights Agreement,
each shareholder received one Preferred Stock Purchase Right for
each share of common stock owned. Each Right entitles the holder to
buy one one-thousandth of a share of Carlisle's Series A Preferred
Stock. As a result of the two-for-one stock splits in June, 1993
and January, 1997, each share of common stock is now associated
with one-quarter of a Right entitling the holder to purchase one
four-thousandth of a share of such Preferred Stock. The Rights are
exercisable only upon the occurrence of certain triggering events.
The Rights are currently scheduled to expire on August 6, 2006. The
amendment resets the purchase price of a Right to reflect the
increase in the price of the common stock since the adoption of the
first amendment to the Rights Agreement, extends the term of the
Rights Agreement until May 25, 2016 and effects certain technical
changes to the Rights Agreement. Pursuant to the amendment, each
one-quarter of a Right entitles the holder to buy one
four-thousandth of a share of Series A Preferred Stock for $400.
The amendment was not adopted in response to any current effort to
acquire Carlisle and neither the Board nor management is aware of
any effort to acquire Carlisle. Carlisle is a diversified global
manufacturing company serving the construction materials,
commercial roofing, specialty tire and wheel, power transmission,
heavy-duty brake and friction, heavy-haul truck trailer,
foodservice, and data transmission industries.
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