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OEA, Inc. Declares Dividend Distribution Of Common Share Purchase Rights

26 March 1998

OEA, Inc. Declares Dividend Distribution Of Common Share Purchase Rights

    DENVER, March 26 -- The Board of Directors of OEA, Inc.
today declared a dividend distribution of one Common Share
Purchase Right on each outstanding share of OEA common stock.
    Charles B. Kafadar, President and Chief Executive Officer, of OEA, Inc.,
stated:  "The Rights are designed to assure that all of OEA's stockholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against partial tender offers, squeeze-outs, open market
accumulations and other abusive tactics to gain control of OEA without paying
all stockholders a control premium."
    The Rights will be exercisable only if a person or group acquires 15% or
more of OEA's common stock or announces a tender offer the consummation of
which would result in ownership by a person or group of 15% or more of the
common stock.  Each Right will entitle stockholders to buy one one-half of a
share of OEA's common stock at an exercise price of $70.00.
    If, prior to the redemption, exchange or termination of the Rights, a
person or group acquires 15% or more of OEA's outstanding common stock, each
Right will entitle its holder (other than such person or members of such
group) to purchase, at the Right's then-current exercise price, a number of
OEA's common shares having a market value of twice such price.  In addition,
if, prior to the redemption, exchange or termination of the Rights, OEA is
acquired in a merger or other business combination transaction after a person
has acquired 15% or more of the Company's outstanding common stock, each Right
(other than the Rights beneficially owned by the Acquiring Person) will
entitle its holder to purchase, at the Right's then-current exercise price, a
number of the acquiring company's common shares having a market value of twice
such price.
    Following the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock and prior to an acquisition of 50%
or more of the common stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group), in whole or in part, at an
exchange ratio of one share of common stock per Right.
    Prior to the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock, the Rights are redeemable for one
cent per Right at the option of the Board of Directors.
    The Board of Directors is also authorized to reduce the 15% thresholds
referred to above to not less than 10%.
    The Rights Agreement contains certain exceptions for members of the
Kafadar family and related entities.
    The Rights are intended to enable all OEA stockholders to realize the
long-term value of their investment in the Company.  The Rights will not
prevent a takeover, but should encourage anyone seeking to acquire the Company
to negotiate with the Board prior to attempting a takeover.  The Rights Plan
is not being adopted in response to any specific takeover activity.
    The dividend distribution will be made on April 10, 1998, payable to
stockholders of record on that date.  The Rights will expire on April 30,
2008.  The Rights distribution is not taxable to stockholders.
    OEA is a leading manufacturer of air bag initiators and a major supplier
of air bag inflators.  OEA is also a leader in the development and production
of personnel escape systems for military aircraft and high-reliability devices
for missile and space applications.

SOURCE  OEA, Inc.