Exhibit 2
U.S. BIOSCIENCE
One Tower Bridge
100 Front Street
West Conshohocken, Pennsylvania 19428
(215) 832-0570
June 7, 1995
To Our Stockholders:
On May 19, 1995, your Board of Directors adopted a
Shareholder Rights Plan. As part of that Plan, the Board declared a
dividend distribution of one Preferred Stock Purchase Right on each
outstanding share of Common Stock of U.S. Bioscience, Inc. (the
"Company"). A Summary of Rights explaining the terms of the Rights
is enclosed herewith.
The action taken increases your Board's ability to represent
the interests of stockholders of the Company effectively in the event
of an unsolicited takeover attempt. The Board considers these Rights
to be an appropriate means of protecting both your right to retain
your equity investment in the Company and the full value of that
investment. Many other companies have issued rights similar to those
approved by the Board.
The distribution of these Rights is not intended to prevent
a takeover of the Company on terms beneficial to its stockholders and,
in fact, will not do so. It may, however, deter an attempt to acquire
the Company in a manner or on terms that the Board determines not to
be in the best interests of its stockholders. The Rights are designed
to deal with the very serious problem of a takeover attempt that
deprives the Company's Board and its stockholders of any real
opportunity to determine the destiny of the Company.
The Rights may be redeemed by the Company at $.001 per Right
prior to the close of business on the tenth day after a public
announcement that beneficial ownership of 15% or more of the Company's
voting stock has been accumulated by a single acquiror or group (with
certain exceptions), under the circumstances set forth in the Rights
Agreement. The Board (under certain circumstances) may also, in its
discretion, extend the period for redemption in accordance with the
Rights
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June 7, 1995
Page 2
Agreement. Thus, the Rights should not interfere with a negotiated
merger or other business combination approved by the Board.
Issuance of the Rights does not in any way weaken the
financial strength of the Company or interfere with its business
plans. The issuance of the Rights has no present dilutive effect,
will not affect reported earnings per share, is not taxable to the
Company or to you under current federal income tax law, and will not
change the way in which the Company's shares of Common Stock may be
traded. If the Rights should become exercisable, stockholders,
depending on then existing circumstances, may recognize taxable
income.
The Board was aware when it acted that some people have
advanced arguments that securities of the sort we are issuing deter
legitimate acquisition proposals. The Board carefully considered
those views and concluded that the arguments are speculative and
unconvincing and certainly do not justify leaving stockholders with
less effective protection against unfair treatment by an acquiror who,
after all, would be seeking its own advantage, not yours. The Board
believes that these Rights represent a sound, reasonable and
appropriate means of addressing the complex issues of corporate policy
developed as a response to the threat of coercive takeovers.
In declaring the Rights dividend, we have expressed ou
confidence in U.S. Bioscience's future and we believe we have
increased your ability to participate in that future.
Sincerely,
Phillip S. Schein, M.D.
Chairman and Chief Executive
Officer
UNDER CERTAIN CIRCUMSTANCES AS PROVIDED IN THE
RIGHTS AGREEMENT (AS REFERRED TO BELOW), RIGHTS
ISSUED TO OR BENEFICIALLY OWNED BY ACQUIRING
PERSONS OR THEIR AFFILIATES OR ASSOCIATES (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR ANY
SUBSEQUENT HOLDER OF SUCH RIGHTS SHALL BE NULL AND
VOID AND MAY NOT BE TRANSFERRED TO ANY PERSON.
U.S. BIOSCIENCE, INC.
SUMMARY OF RIGHTS TO PURCHASE
SERIES A JUNIOR PREFERRED STOCK
On May 19, 1995, the Board of Directors of U.S. Bioscience,
Inc. (the "Company") declared a dividend distribution of one Preferred
Stock Purchase Right for each outstanding share of Common Stock, par
value $.005 per share (the "Common Stock"), of the Company. The
distribution is payable as of May 29, 1995 to stockholders of record
on that date. Each Right entitles the registered holder to purchase
from the Company one one-hundredth (1/100) of a share of preferred
stock of the Company, designated as Series A Junior Preferred Stock
(the "Preferred Stock") at a price of $15 per one one-hundredth
(1/100) of a share ("Exercise Price"). The description and terms of
the Rights are set forth in a Rights Agreement, dated as of May 19,
1995, as hereafter amended from time to time (the "Rights Agreement"),
between the Company and Chemical Mellon Shareholder Services L.L.C.,
as Rights Agent (the "Rights Agent").
As discussed below, initially the Rights will not be
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exercisable, certificates will not be sent to stockholders and the
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Rights will automatically trade with the Common Stock.
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The Rights, unless earlier redeemed by the Board of
Directors, become exercisable upon the close of business on the day
(the "Distribution Date") which is the earlier of (i) the tenth day
following a public announcement that a person or group of affiliated
or associated persons, with certain exceptions set forth below, has
acquired beneficial ownership of 15% or more of the outstanding voting
stock of the Company (an "Acquiring Person") and (ii) the tenth
business day (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or
associated persons becomes an Acquiring Person) after the date of the
commencement or announcement of a person's or group's intention to
commence a tender or exchange offer the consummation of which would
result in the ownership of 30% or more of the Company's outstanding
voting stock (even if no shares are actually purchased pursuant to
such offer); prior thereto, the Rights would not be
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exercisable, would not be represented by a separate certificate, and
would not be transferable apart from the Company's Common Stock, but
will instead be evidenced, with respect to any of the Common Stock
certificates outstanding as of May 29, 1995, by such Common Stock
certificate with a copy of this Summary of Rights attached thereto.
An Acquiring Person does not include (A) the Company, (B) any
subsidiary of the Company, (C) any employee benefit plan or employee
stock plan of the Company or of any subsidiary of the Company, or any
trust or other entity organized, appointed, established or holding
Common Stock for or pursuant to the terms of any such plan or (D) any
person or group whose ownership of 15% or more of the shares of voting
stock of the Company then outstanding results solely from (i) any
action or transaction or transactions approved by the Board of
Directors before such person or group became an Acquiring Person or
(ii) a reduction in the number of issued and outstanding shares of
voting stock of the Company pursuant to a transaction or transactions
approved by the Board of Directors (provided that any person or group
that does not become an Acquiring Person by reason of clause (i) or
(ii) above shall become an Acquiring Person upon acquisition of an
additional 1% of the Company's voting stock unless such acquisition of
additional voting stock will not result in such person or group
becoming an Acquiring Person by reason of such clause (i) or (ii)).
Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued after
May 29, 1995 will contain a legend incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any of the
Common Stock certificates outstanding as of May 29, 1995, with or
without a copy of this Summary of Rights attached thereto, will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and such separate
certificates alone will evidence the Rights from and after the
Distribution Date.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on May 19, 2005,
unless earlier redeemed by the Company as described below.
The Preferred Stock is nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of
preferred stock, subordinate to any other
series of the Company's preferred stock. The Preferred Stock may not
be issued except upon exercise of Rights. Each share of Preferred
Stock will be entitled to receive when, as and if declared, a
quarterly dividend in an amount equal to the greater of $1.00 per
share or 100 times the cash dividends declared on the Company's Common
Stock. In addition, the Preferred Stock is entitled to 100 times any
non-cash dividends (other than dividends payable in equity securities)
declared on the Common Stock, in like kind. In the event of the
liquidation of the Company, the holders of Preferred Stock will be
entitled to receive, for each share of Preferred Stock, a payment in
an amount equal to the greater of $1,500 or 100 times the payment made
per share of Common Stock. Each share of Preferred Stock will have
100 votes, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which Common Stock is
exchanged, each share of Preferred Stock will be entitled to receive
100 times the amount received per share of Common Stock. The rights
of Preferred Stock as to dividends, liquidation and voting are
protected by anti-dilution provisions.
The number of shares of Preferred Stock issuable upon
exercise of the Rights is subject to certain adjustments from time to
time in the event of a stock dividend on, or a subdivision or
combination of, the Common Stock. The Exercise Price for the Rights
is subject to adjustment in the event of extraordinary distributions
of cash or other property to holders of Common Stock.
Unless the Rights are earlier redeemed or the transaction is
approved by the Board of Directors and the Continuing Directors, if
the Company at any time after the Distribution Date were to be
acquired in a merger or other business combination (in which any
shares of Common Stock are changed into or exchanged for other
securities or assets) or more than 50% of the assets or earning power
of the Company and its subsidiaries (taken as a whole) were to be sold
or transferred in one or a series of related transactions, the Rights
Agreement provides that proper provision will be made so that each
holder of record of a Right will from and after such date have the
right to receive, upon payment of the Exercise Price, that number of
shares of common stock of the acquiring company having a market value
at the time of such transaction equal to two times the Exercise Price.
In addition, unless the Rights are earlier redeemed, in the event that
a person or group becomes the beneficial owner of 15% or more of the
Company's voting stock (other than pursuant to a tender or exchange
offer (a "Qualifying Tender Offer") for all outstanding shares of
Common Stock that is
approved by the Board of Directors, after taking into account the
long-term value of the Company and all other factors they consider
relevant in the circumstances), the Rights Agreement provides that
proper provisions will be made so that each holder of record of a
Right, other than the Acquiring Person (whose Rights will thereupon
become null and void), will thereafter have the right to receive, upon
payment of the Exercise Price, that number of shares of the Preferred
Stock having a market value at the time of the transaction equal to
two times the Exercise Price (such market value to be determined with
reference to the market value of the Company's Common Stock as
provided in the Rights Agreement).
Fractions of shares of Preferred Stock (other than fractions
which are integral multiples of one one-hundredth of a share) may, at
the election of the Company, be evidenced by depositary receipts. The
Company may also issue cash in lieu of fractional shares which are not
integral multiples of one one-hundredth of a share.
At any time on or prior to the close of business on the
earlier of (i) the tenth day after the time that a person has become
an Acquiring Person (or such later date as a majority of the Board of
Directors and a majority of the Continuing Directors (as defined in
the Rights Agreement) may determine) or (ii) May 19, 2005, the Company
may redeem the Rights in whole, but not in part, at a price of $.001
per Right (the "Redemption Price"). The Rights may be redeemed after
the time that any Person has become an Acquiring Person only if
approved by a majority of the Continuing Directors. Immediately upon
the effective time of the action of the Board of Directors of the
Company authorizing redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company
may, except with respect to the redemption price or date of expiration
of the Rights, amend the Rights in any manner, including an amendment
to extend the time period in which the Rights may be redeemed. At any
time when the Rights are not then redeemable, the Company may amend
the Rights in any manner that does not materially adversely affect the
interests of holders of the Rights as such. Amendments to the Rights
Agreement from and after the time that any Person becomes an Acquiring
Person requires the approval of a majority of the Continuing Directors
(as provided in the Rights Agreement).
Until a Right is exercised, the holder, as such, will have
no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to a Current Report
on Form 8-K dated June 7, 1995. A copy of the Rights Agreement is
available free of charge from the Company. This summary description
of the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement which is incorporated in
this summary description herein by reference.