EXIDE ELECTRONICS GROUP INC 4
4 · EXIDE ELECTRONICS GROUP INC · Filed Nov 10, 1997
Insider Transaction Report
Form 4
Plimpton, Conrad A.
10% Owner
Transactions
- Other
Common Stock, par value $.01 per share
[1]1997-10-16$29.00/sh−124,282$3,604,178→ 15,608 total
Footnotes (2)
- [1]On October 16, 1997, BTR plc (the "Parent") and BTR Acquisition Corporation, an indirect, wholly-owned subsidiary of Parent (the "Purchaser"), entered into a Stockholder Agreement (the "Stockholder Agreement") with Lance L. Knox 1990 Trust, a trust for the benefit of Lance L. Knox, and three other stockholders (collectively, the "Four Stockholders") of Exide Electronics Group, Inc. (the "Company"). Pursuant to the Stockholder Agreement and subject to the terms set forth therein, the Four Stockholders have agreed to tender, in accordance with the terms of the tender offer set forth in the Purchaser's Schedule 14D-1 dated as of October 20, 1997 (the "Offer"), 2,273,033 shares (including 124,282 shares owned by Lance L. Knox 1990 Trust) of common stock (the "Common Stock"), par value $.01 per share of the Company (collectively, the "Specified Shares"). Pursuant to the Stockholder Agreement, the Four Stockholders granted the Purchaser an irrevocable option (the "Option") to purchase the Specified Shares at the offer price set forth in the Offer, which Option becomes exercisable upon the termination in certain circumstances of the Agreement and Plan of Merger (the "Merger Agreement"), dated October 16, 1997, by and among the Company, the Parent and the Purchaser. The Option will expire 90 days after the occurrence of certain events that terminate the Merger Agreement, subject to certain conditions. Pursuant to the Stockholder Agreement, the Four Stockholders also granted the Parent and Purchaser an irrevocable proxy for the Specified Shares in connection with the transactions contemplated by the Merger Agreement. A copy of the Stockholder Agreement has been filed by the Company as Exhibit 4 to the Company's Schedule 14D-9 filed with the Securities and Exchange Commission on October 20, 1997 and relating to the Offer.
- [2]Excludes options to purchase 21,500 shares of Common Stock.