SUMMARY OF THE RIGHTS. Pursuant to the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock") to stockholders of record as of the close of business on October 11, 1999 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as defined herein). Each Right entitles the registered holder thereof to purchase from the Company a unit (a "Preferred Unit") consisting of one one-thousandth of a share of Class A Series 1999-A Cumulative Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a cash exercise price of $45.00 per Preferred Unit (the "Exercise Price"), subject to adjustment. Initially, the Rights are not exercisable and are attached to and trade with the Common Stock outstanding as of, and all Common Stock issued after, the Record Date. The Rights will separate from the Common Stock, separate certificates will be distributed to holders of the Common Stock and the Rights will become exercisable upon the earlier of (i) the close of business on the 10th calendar day following the first public announcement (the date of that announcement, the "Stock Acquisition Date") that a person or a group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the outstanding Common Stock (an "Acquiring Person"), or (ii) the close of business on the 10th business day following the commencement of a tender offer or exchange offer that would result, upon its consummation, in a person or group becoming the beneficial owner of 15% or more of the outstanding Common Stock (the earlier of (i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired in excess of 15% of the Common Stock inadvertently, if that person promptly divests itself of enough Common Stock to reduce the number of shares beneficially owned by that person to below the 15% threshold. In addition, FREAX Xx. 17 LLC will not become an Acquiring Person solely as a result of an acquisition of shares acquired under its agreements entered into with the Company in March 1999. Until the Distribution Date (or the earlier redemption, exchange or expiration of the Rights): (i) the Rights will be evidenced by the Common Stoc...
SUMMARY OF THE RIGHTS. Pursuant to the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a "Right") for each outstanding share of common stock, par value $0.01 per share, of the Company (the "Common Stock") to shareholders of record as of the close of business on April 6, 2001 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as defined herein). Each Right entitles the registered holder thereof to purchase from the Company a unit (a "Preferred Unit") consisting of one one-thousandth of a share of Series B Cumulative Preferred Stock, par value $0.01 per share (the "Preferred Stock"), at a cash exercise price of $50.00 per Preferred Unit (the "Exercise Price"), subject to adjustment. Initially, the Rights are not exercisable and are attached to and trade with the Common Stock outstanding as of, and all Common Stock issued after, the Record Date. The Rights will separate from the Common Stock, separate certificates will be distributed to holders of the Common Stock and the Rights will become exercisable upon the earlier of (i) the close of business on the 10th calendar day following the earlier of (a) the date of the first public announcement that a person or a group of affiliated or associated persons has acquired beneficial ownership of 9.8% or more of the outstanding Common Stock (an "Acquiring Person"), or (b) the date on which the Company first has notice or otherwise determines that a person has become an Acquiring Person (the earlier of (a) and (b), the "Stock Acquisition Date"), or (ii) the close of business on the 10th business day following the commencement of a tender offer or exchange offer that would result, upon its consummation, in a person or group becoming the Beneficial Owner of 9.8% or more of the outstanding Common Stock (the earlier of (i) and (ii), the "Distribution Date"). The Rights Agreement exempts from the definition of Acquiring Person any person who the Board of Directors determines acquired 9.8% or more of the Common Stock inadvertently, if that person promptly divests itself of enough Common Stock to reduce the number of shares beneficially owned by that person to below the 9.8% threshold. The Rights Agreement also exempts from the definition of Acquiring Person any person in connection with which the Board of Directors approved the transaction which otherwise would have resulted in ...
SUMMARY OF THE RIGHTS. On June 12, 2002, the Board of Directors of Del Monte Foods Company (the "Company") authorized and declared a dividend of one preferred stock purchase right (a "Right") for each share of common stock, par value $0.01 per share, of the Company (the "Common Shares"). The dividend is payable on June 12, 2002 (the "Record Date") to the holders of record of Common Shares as of the close of business on such date. The following is a brief description of the Rights. It is intended to provide a general description only and is subject to the detailed terms and conditions of the Rights Agreement (the "Rights Agreement") dated as of June 12, 2002 by and between the Company and The Bank of New York, as Rights Agent (the "Rights Agent").
