Cracker Barrel 2013 Annual Report Download - page 51

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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. After the Distri-
bution 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
Rights Agreement), shares of the Company’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 2, 2013, none of the Rights were 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
period” aer consummation (such oers are referred to as
“qualifying oers”). In the event the Company receives a
qualifying oer and the Board of Directors has not redeemed
the Rights prior to the consummation of such oer, the
consummation of the qualifying oer shall not cause the oeror
or its aliates or associates to become an Acquiring Person,
and the Rights will immediately expire upon consummation
of the qualifying oer.
Exchange
Aer a person or group becomes an Acquiring Person,
but before an Acquiring Person owns 50% or more of the
Company’s outstanding common stock, the Board of
Directors may extinguish the Rights by exchanging one share