Cyprus adopts protection plan

Board approval has been given for a dividend distribution of one preferred share purchase right for each outstanding share of the company’s common stock held at the close of business March 6. Existing rights are to be redeemed through a payment of 5 cents per right to holders of record on the same date.

Each right holder will be able to purchase one-hundredth of a share of a new series of preferred stock at an exercise price of $140. The rights will be exercisable only if a person or group acquires 20% or more of the company’s common stock or announces a tender offer which would result in ownership by a person or group of 20% or more of the common stock.

Should Cyprus be acquired in a merger or other business combination, each right will entitle its holder to purchase, at the right’s then current exercise price, a number of the acquiring company’s common shares having a market value at that time of twice the right’s exercise price.

In addition, if a person or group acquires 20% or more of the company’s outstanding common stock, with certain exceptions, each right will entitle its holder to purchase, at the right’s then current exercise price, a number of shares of the company’s common stock having a market value of twice the right’s exercise price.

Prior to the acquisition by a person or group of 20% of the company’s common stock, the rights are redeemable for 1% per right either at the option of the board of directors or automatically in connection with the consummation of any tender offer at a cash price per share equal to or greater than the price approved by stockholders at a special meeting, which would be called under the circumstances in accordance with procedures contained in the rights plan. The board is also authorized to reduce the 20% thresholds referred to above to not less than 10%.

Separately, Cyprus has doubled its quarterly dividend to 20 cents per share to be paid May 1 on approximately 26 million shares on record April 11. It will also pay an approximate 94 cents dividend on 3.9 million Series B Preferred Shares. Kenneth Barr, president, noted that Cyprus had “completed a very successful year in 1988 and is beginning another in 1989. We want our stockholders to share in this success.”

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