EXHIBIT 99
News Bulletin BI Incorporated
From: 6400 Lookout Road
The Financial Relations Board Boulder, CO 80301
BSMG Worldwide Web Site: http://www.bi.com
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Nasdaq: BIAC
At the Company: At FRB:
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Jackie Chamberlin Tony Ebersole
Chief Financial Officer (312) 640-6728
(303) 218-1000 tebersol@frb.bsmg.com
At SunTrust Equitable
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Chuck Byrge
(615) 780-4159
FOR IMMEDIATE RELEASE
TUESDAY, NOVEMBER 30, 1999
BI INCORPORATED RETAINS SUNTRUST EQUITABLE
ADOPTS SHAREHOLDER RIGHTS PLAN
BOULDER, COLORADO, November 30, 1999 -- BI Incorporated (Nasdaq: BIAC), the
leading provider of integrated technology systems and treatment services for
community-based corrections, announced today that it has retained SunTrust
Equitable Securities to evaluate financial and strategic alternatives to enhance
shareholder value. Among the alternatives being explored are joint ventures,
mergers, acquisitions and strategic alliances.
Dave Hunter, Chief Executive Officer commented, "The Board of Directors of BI
has directed the officers of the Company to explore financial and business
strategies with a view to enhancing shareholder value. Opportunities in the
criminal justice and public safety sectors are strong and we believe BI's market
leadership position in the industry is not currently reflected in the Company's
valuation."
Hunter went on to explain that the Company's five year strategy calls for the
substantial expansion of its Electronic Monitoring and Community Correctional
Services businesses. "BI is looking to associate with a compatible partner who
shares BI's vision of the future," Hunter said.
Over the past seventeen years, BI has built a reputation for innovation in
technology and programs directed toward community-based offenders at the
federal, state and local government levels throughout the United States. The
Company's culture and the success it has enjoyed are premised upon high quality
relationships with its employees and customers. "It is the Company's desire,"
Hunter stated, "to see this level of commitment continued as we achieve a much
larger corporate impact on the corrections problems faced by the nation."
BI also announced that concurrently its Board of Directors has adopted a
Stockholder Rights Plan (the "Plan"). Mr. Hunter noted "The Plan is similar to
those of other public companies and assures that BI's desire to enhance
shareholder value by means of a careful consideration of strategic alternatives
is done rationally. The Plan is designed to provide the Company ample time to
consider fair and compatible offers from parties interested in pursuing
constructive strategic paths with the Company. The Plan also optimizes the
probability of fair compensation for all the shareholders by encouraging
interested parties to negotiate with the Board of Directors."
The Plan creates a dividend of one right for each outstanding share of the
Company's Common Stock. These rights are represented by the Company's Common
Stock. There are no separate certificates or market for the rights.
The rights will not become exercisable or trade separately from the Common Stock
unless one or both of the following conditions are met: a public announcement
that a person has acquired 15% or more of the Common Stock, or a tender or
exchange offer is made for 15% or more of the Common Stock. Under certain
circumstances described in the Plan, the rights entitle the holders to buy the
Company's stock at a 50% discount.
The distribution of the rights will be made to stockholders of record as of
December 10, 1999. Stockholders of record will receive a separate mailing
describing the Plan and a copy of the Plan containing all the provisions of the
new rights will be filed with the Securities and Exchange Commission with a
report on Form 8K by December 6, 1999.
BI Incorporated is headquartered in Boulder, Colorado and provides electronic
monitoring equipment and community correctional services to the criminal justice
market worldwide. For the fiscal year ended 6/30/99, revenue rose 17% to $68.4
million. Net income from continuing operations rose 39% to $4.2 million.
Certain information above contains forward-looking statements that involve risk
and uncertainties. Management believes that its expectations are based on
reasonable assumptions. However, no assurances can be given that its goals will
be achieved. It should be noted that the earnings history of the Company has not
been consistent year to year. Factors that could cause actual results to differ
materially include, but are not limited to: fluctuations due to timing of award
of government contracts; pricing pressures; change in federal, state and local
regulations; liability in excess of insurance coverage; new product
introductions by competitors or unexpected delays of new product
introductions by the Company; raw material availability; changes in
telecommunications regulations or technologies; the loss of a material contract
through lack of appropriations or otherwise; or the inability of the Company or
others upon which it depends to adequately address and correct problems
resulting from "year 2000" issues.
For more information on BI Incorporated via facsimile at no cost,
simply dial 1-800-PRO-INFO and enter the Company symbol BIAC,
or visit BI's web site at www.bi.com