ARLINGTON, Va., Dec. 2 /PRNewswire/ -- Charles E. Smith Residential
Realty, Inc. (NYSE: SRW), one of the country's leading residential REITs,
announced today that its Board of Directors has adopted a Shareholder Rights
Plan in which certain stock purchase rights have been granted as a
distribution to holders of shares of Common Stock held of record as of the
close of business on December 14, 1998.
The Rights Plan, which is similar to plans adopted by more than 2,000
publicly-traded companies and many other real estate investment trusts, is
designed to deter coercive or unfair takeover tactics. The Company's adoption
of the Rights Plan is intended to protect the rights of its shareholders and
is not in response to any acquisition proposal. The Rights Plan will assist
the Board of Directors in dealing with any future actions taken by hostile
entities which attempt to deprive the Company and its shareholders of the
opportunity to obtain the most attractive price for their shares.
In implementing the Rights Plan, the Board has declared a distribution of
one Right for each share of the Company's outstanding Common Stock. Each
Right initially would entitle the holder thereof to purchase 1/1,000th of a
share of Preferred Stock for $108. One one-thousandth of a share of Preferred
Stock is intended to be approximately the economic equivalent of one share of
Common Stock. The Rights will expire on December 13, 2008.
At the time of adoption of the Rights Plan, the Rights are neither
exercisable nor traded separately from the Common Stock. The Rights will be
exercisable only if a person or group in the future becomes the beneficial
owner of 15% or more of the Common Stock or announces a tender or exchange
offer which would result in its ownership of 15% or more of the Common Stock.
Ten days after a public announcement that a person has become the
beneficial owner of 15% or more of the Common Stock, each holder of a Right,
other than that 15% owner, would be entitled to purchase $216 worth of Common
Stock of the Company for the exercise price of $108 (one-half of the
then-current market price) for each Right held. If, after a person has become
the beneficial owner of 15% or more of the Common Stock, the Company is
acquired in a merger or 50% or more of the Company's assets, including the
assets held by Charles E. Smith Residential Realty L.P. and any subsidiaries
of the Company, are sold in one or more related transactions, each Right would
entitle the holder thereof to similarly purchase common stock of the acquiring
company at half of the then-current market price of the acquiring company's
common stock.
At any time after a person or group of persons becomes the beneficial
owner of 15% or more of the Common Stock, the Board of Directors may exchange
one share of Common Stock for each Right other than Rights held by that 15%
owner.
The Board of Directors generally may redeem the Rights at any time until
ten days following the public announcement that a person or group of persons
has acquired beneficial ownership of 15% or more of the outstanding Common
Stock. The redemption price is $0.005 per Right.
The Board of Directors also has approved certain amendments to the
Partnership Agreement of Charles E. Smith Residential Realty L.P., its
operating partnership, to provide anti-dilution purchase rights to minority
limited partners in the event any Rights are exercised or exchanged.
Details of the Rights Plan will be mailed to all shareholders of the
Company.
Charles E. Smith Residential Realty, Inc. is a self-managed real estate
investment trust listed on the Now York Stock Exchange (SRW). The Company and
its subsidiaries and affiliates own, acquire, develop and manage multi-family
residential properties and also provide a full range of real estate services
to other property owners. The Company owns a portfolio of approximately 20,000
apartment units, has nearly 3,400 units under construction (including units
subject to pre-purchase agreements) and manages an additional 3,500+ units for
other owners. The total market capitalization of Charles E. Smith Residential
Realty (including its Operating Partnership) is approximately $1.9 billion.
Investor information, including press releases about Charles E. Smith
Residential Realty is available on the Company's Web site at
http://www.smithreit.com, and also through PR Newswire "News on Call" by fax
at 800-758-5804, ext. 101271, or at http://www.prnewswire.com.
SOURCE Charles E. Smith Residential Realty, Inc.
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Related links:
http://www.smithreit.com
CONTACT:
For Media: John Kurtz, 703-769-1153; or for
Investors: Greg Samay, 703-769-1029; both of Charles E. Smith
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