April 8, 1999
AMERIPATH, INC. ADOPTS PREFERRED SHARE PURCHASE RIGHTS PLAN
Riviera Beach, Florida, April 8, 1999 - AmeriPath, Inc.
(Nasdaq:PATH) announced today that its Board of Directors
adopted a Preferred Share Purchase Rights Plan (the "Rights
Plan") and,in connection therewith, declared a dividend
distribution of one Preferred Share Purchase Right on
each outstanding share of the Company's common stock.
James C. New, AmeriPath's Chairman, President and CEO
stated:"The Rights Plan is designed to assure that all
of the company's stockholders receive fair and equal
treatment in the event of any proposed takeover of the
Company, and to guard against partial tender offers,
squeeze-outs, open market accumulations and other coercive
or unfair tactics to gain control of AmeriPath without
paying all stockholders a premium for that control. The
Rights are not being adopted in response to any specific
takeover threat,but are a response to the general takeover
environment and the recent, unwarranted decline in the
market value of the Company's common stock." The Company
stated that the Rights Plan is similar to those adopted
by many other public companies. The Rights are intended
to enable the Company's shareholders to realize the long-term
value of their investment in the Company. They will not
prevent a takeover, but should encourage anyone seeking
to acquire the Company to negotiate with the Board of
Directors prior to attempting a takeover.
Each Right initially entitles the holder to purchase
one one-thousandth of a share of the Company's Series
A Junior Participating Preferred Stock at an initial
exercise price of $45.00 per one one-thousandth of a
share (subject to adjustment). The Rights are exercisable
only if a person or group acquires 15% or more of the
Company's common stock or announces a tender or exchange
offer the consummation of which would result in ownership
by a person or group of 15% or more of the common stock.
Upon any such occurrence, each Right will entitle its
holder, other than such person or group or affiliated
or associated persons, to purchase, at the Right's then-current
exercise price, a number of AmeriPath's common shares
having a market value of twice the exercise price. In
addition, if the Company is acquired
in a merger or other business combination transaction,
or sells 50% or more of its assets or earning power,
after a person or group has acquired 15% or more of the
Company's outstanding shares, 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, and any affiliated and associated persons, will
not be entitled to exercise the Rights under such circumstances.
Prior to the acquisition by a person or group of 15%
or more of the Company's common stock, the Rights are
redeemable for $.005 per Right at the option of the Board
of Directors. The Board of Directors is also authorized
to reduce the 15% threshold referred to above to not
less than 10% under certain circumstances. Following
the acquisition by a person or group of 15% or more of
the Company's common stock and prior to an acquisition
of 50% or more of the common stock, the Board of Directors
may exchange the Rights (other than Rights owned by the
triggering person or group) at an exchange ratio of one
share of common stock per Right.
The dividend distribution will be made on April 19,
1999, payable to shareholders of record as of that date.
The Rights will expire on April 8, 2009. The adoption
of the Rights Plan and the distribution of the Rights
is not dilutive, does not affect reported earnings per
share, and is not taxable to shareholders. A copy of
the complete Rights Plan will be included with the appropriate
filings with the Securities and Exchange Commission.
AmeriPath, Inc. is the nation's leading physician group
practice focused on providing anatomic pathology services
to physicians, hospitals, national clinical laboratories
and managed care organizations. The Company presently
operates in ten states and employs 228 pathologists who
provide medical services through outpatient pathology
laboratories, hospital inpatient laboratories and outpatient
surgery centers.
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This release contains certain forward-looking statements
regarding AmeriPath, including its operations and prospects.
Past performance is not necessarily indicative of future
results. In addition, AmeriPath's actual results could
differ materially from the results anticipated in these
forward-looking statements as a result of uncertainties,
including risks relating to demand, pricing, government
regulation, payments and reimbursement, changes on reimbursement
coding guidelines, dependence upon contracts and pathologists,
acquisitions, integration of acquired practices, the
market for pathology services, competition, and other
factors identified in AmeriPath's filings with the Securities
and Exchange Commission.
