Under the plan, one right will be issued for each share of AAWW common stock, with each right initially entitling the holder, under certain circumstances, to purchase one share of AAWW common stock at an exercise price of $55 per share.
Should any person or group acquire beneficial ownership of 15% or more of the then outstanding shares of AAWW's common stock, each right would entitle its holder to purchase shares having a market value of twice the exercise price of the right.
The rights, however, would not be triggered by any person or group that already owns 15% or more of AAWW's outstanding common stock on the date of the adoption of the Rights Agreement, unless such person or group acquires beneficial ownership of additional shares in the future (other than pursuant to a stock dividend or stock split).
The board of directors may redeem the rights at the redemption price of 1 cent per right, subject to adjustment, at any time prior to May 25, 2012, the expiration date of the rights, or the date of distribution of the rights, whichever occurs first.
AAWW stated that the rights are not being issued in response to any outside effort to gain control of the company, nor is it aware of any such takeover attempt.
AAWW is the parent company of Atlas Air and Titan Aviation Leasing, and the majority shareholder of Polar Air Cargo Worldwide.
