Trism Inc., Kennesaw, Ga., is in preliminary talks with buyers, but has adopted a "poison pill" plan to ward a takeover by the former CEO.
Last week, Trism announced that its Board of Directors had adopted a stockholder's rights plan, often called a poison pill because it makes it harder for outside groups to take control by suddenly buying a lot of stock.
In the announcement, Trism said it is "in preliminary discussions with third parties who have expressed an interest in acquiring all or substantially all of the assets of Trism." This is being done with the help of the Carreden Group, a New York investment banking firm Trism's board retained to help it "pursue strategic alternatives." Carreden Group is also exploring the refinancing of Trism's existing credit.
The stockholder's rights plan was adopted after a group led by Edward McCormick, formerly chairman, president and CEO of Trism, said it had entered into an agreement to acquire the shares held by a financial institution that is Trism's largest stockholder and notholder. McCormick's group requested that the current board of directors appoint designees of the group as directors, who would then make up a majority of the members of an enlarged board and would appoint McCormick as CEO. McCormick resigned in October and was replaced as chairman by Thomas P. Krasner, a director of the company, was appointed Chairman of the Board in October, and was named CEO in late January.
"Trism does not know whether the group has in fact acquired any of its securities, but believes that the adoption of the Rights Plan is an appropriate step to protect all stockholders and noteholders from the group's attempt to acquire control of Trism without proposing a transaction in which all stockholders and noteholders could participate," said the announcement.
Trism reorganized under Chapter 11 bankruptcy proceedings in early 2000. Earlier this year, the company sold off its super heavy haul division to Emmert International.
Last week, Trism announced that its Board of Directors had adopted a stockholder's rights plan, often called a poison pill because it makes it harder for outside groups to take control by suddenly buying a lot of stock.
In the announcement, Trism said it is "in preliminary discussions with third parties who have expressed an interest in acquiring all or substantially all of the assets of Trism." This is being done with the help of the Carreden Group, a New York investment banking firm Trism's board retained to help it "pursue strategic alternatives." Carreden Group is also exploring the refinancing of Trism's existing credit.
The stockholder's rights plan was adopted after a group led by Edward McCormick, formerly chairman, president and CEO of Trism, said it had entered into an agreement to acquire the shares held by a financial institution that is Trism's largest stockholder and notholder. McCormick's group requested that the current board of directors appoint designees of the group as directors, who would then make up a majority of the members of an enlarged board and would appoint McCormick as CEO. McCormick resigned in October and was replaced as chairman by Thomas P. Krasner, a director of the company, was appointed Chairman of the Board in October, and was named CEO in late January.
"Trism does not know whether the group has in fact acquired any of its securities, but believes that the adoption of the Rights Plan is an appropriate step to protect all stockholders and noteholders from the group's attempt to acquire control of Trism without proposing a transaction in which all stockholders and noteholders could participate," said the announcement.
Trism reorganized under Chapter 11 bankruptcy proceedings in early 2000. Earlier this year, the company sold off its super heavy haul division to Emmert International.
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