Cracker Barrel 2012 Annual Report Download - page 51

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April 20, 2012 until the earlier of the Distribution Date,
redemption of the Rights by the Board of Directors or the nal
expiration date of the April 9, 2012 Rights Agreement,
each as described below.
Exercise Price
Each Right will allow its holder to purchase from the
Company one one-hundredth of a share of SeriesA Junior
Participating Preferred Stock (“Preferred Share”) for
$200.00, once the Rights become exercisable. is portion of
a Preferred Share will give the shareholder approximately the
same dividend and liquidation rights as would one share
of common stock. Prior to exercise, the Right does not give
its holder any dividend, voting, or liquidation rights.
Based on the terms of the Rights Agreement, the Rights
will not be exercisable until 10 days aer the public
announcement that a person or group has become an
“Acquiring Person” by obtaining benecial ownership of 20%
or more of the Company’s outstanding common stock (the
“Distribution Date”). Until the Distribution Date, the
balances in the book-entry accounting system of the transfer
agent for the Company’s common stock or, in the case of
certicated shares, common stock certicates, will evidence
the Rights, and any transfer of shares of common stock will
constitute a transfer of Rights. Aer the Distribution Date,
the Rights will separate from the common stock and will be
evidenced by book-entry credits or by Rights certicates
that the Company will mail to all eligible holders of common
stock. Any Rights held by an Acquiring Person or
any associate or aliate thereof will be void and may not
be exercised.
Aer the Distribution Date, each Right will generally
entitle the holder, except the Acquiring Person or any
associate or aliate thereof, to acquire, for the exercise price
of $200.00 per Right (subject to adjustment as provided in
the April 9, 2012 Rights Agreement), shares of the Com-
pany’s common stock (or, in certain circumstances, Preferred
Shares) having a market value equal to twice the Right’s
then-current exercise price. In addition, if the Company is
later acquired in a merger or similar transaction aer the
Distribution Date, each Right will generally entitle the holder,
except the Acquiring Person or any associate or aliate
thereof, to acquire, for the exercise price of $200.00 per Right
(subject to adjustment as provided in the Rights Agreement),
shares of the acquiring corporation having a market
value equal to twice the Right’s then-current exercise price.
At August 3, 2012, none of the Rights are exercisable.
Preferred Share Provisions
Each one one-hundredth of a Preferred Share, if issued:
• willnotberedeemable.
• willentitleholderstoquarterlydividendpaymentsof
$0.01 per share, or an amount equal to the dividend paid
on one share of common stock, whichever is greater.
• willentitleholdersuponliquidationeithertoreceive
$1.00 per share or an amount equal to the payment made
on one share of common stock, whichever is greater.
• willhavethesamevotingpowerasoneshareofcommon
stock.
• ifsharesoftheCompany’scommonstockareexchanged
via merger, consolidation, or a similar transaction,
will entitle holders to a per share payment equal to the
payment made on one share of common stock.
e value of one one-hundredth of a Preferred Share will
generally approximate the value of one share of common stock.
Redemption
e Board of Directors may redeem the Rights for $0.01 per
Right at any time before any person or group becomes
an Acquiring Person. If the Board of Directors redeems any
Rights, it must redeem all of the Rights. Once the Rights are
redeemed, the only right of the holders of Rights will
be to receive the redemption price of $0.01 per Right. e
redemption price will be adjusted if the Company has a
stock split or stock dividends of its common stock.
Qualifying Oer Provision
e Rights would also not interfere with all-cash, fully
nanced tender oers for all shares of common stock that
remain open for a minimum of 60 business days, are subject
to a minimum condition of a majority of the outstanding
shares and provide for a 20 business day “subsequent oering