FOR: XXXXXX'S FAMOUS, INC.
COMPANY Xxxxxx X. XxXxx, Vice President - Finance and CFO
CONTACT: (516) 338-8500 ext. 229
FOR IMMEDIATE RELEASE
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XXXXXX'S FAMOUS, INC. AMENDS
COMMON SHARE PURCHASE RIGHTS
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WESTBURY, NY, December 10, 1999 - Effective today the Board of Directors of
Xxxxxx's Famous Inc. (Nasdaq Symbol: NATH) amended the terms of its Common Share
Purchase Rights to reduce to 15% the threshold at which the rights become
exercisable.
Xxxxxx X. Xxxxxx, Chairman and Chief Executive Officer of Xxxxxx's stated:
"The Rights were adopted to assure that all of our stockholders receive fair and
equal treatment in the event of any proposed takeover of the Company and to
guard against abusive tactics to gain control of Xxxxxx's without paying all
stockholders a premium for that control. The Rights are not being amended in
response to any specific takeover threat, but are a response to the general
takeover environment."
The Rights will not prevent a takeover, but should encourage anyone seeking
to acquire the Company to negotiate with the Board prior to attempting a
takeover.
As amended, the Rights will be exercisable only if a person or group
acquires 15% or more of Xxxxxx's common stock or announces a tender offer, the
consummation of which would result in ownership by a person or group of 15% or
more of the common stock. Each Right entitles stockholders to buy no less than
one share of Xxxxxx's common stock at an exercise price of $4. If Xxxxxx's is
acquired in a merger or other business combination transaction after a person
has acquired 15% or more of the Company's outstanding common stock, 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 of twice
such price. The acquiring person will not be entitled to exercise these Rights.
Prior to the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock, the Rights are redeemable for $.001
per Right at the option of the Board of Directors.
The Rights were initially adopted by Xxxxxx's on June 20, 1995 and will
expire on June 20, 2005.
As a result of the acquisitions of Miami Subs and Xxxxx Xxxxxx Roasters,
Xxxxxx's today consists of 37 Company-owned units, 421 franchised or licensed
units in addition to over 900 Branded Product points of distribution that
feature Xxxxxx's world famous all-beef hot dogs, located in forty-one states,
the District of Columbia and seventeen foreign countries.
