Trism’s Board Adopts “Poison Pill” Plan

Trism Inc.’s board of directors has adopted a “poison pill” shareholders’ rights plan that will assure its stockholders are offered a full and fair price in the event a third-party suitor attempts to purchase the flatbed carrier. Under the terms of the poison pill plan, stockholders of record as of April 27 will receive a dividend distribution of one common stock purchase right for each outstanding

Trism Inc.’s board of directors has adopted a “poison pill” shareholders’ rights plan that will assure its stockholders are offered a full and fair price in the event a third-party suitor attempts to purchase the flatbed carrier.

Under the terms of the poison pill plan, stockholders of record as of April 27 will receive a dividend distribution of one common stock purchase right for each outstanding Trism share. The plan will be excercised for shares of common stock of Trism only if a person or group acquires ownership of 30% or more of Trism's outstanding common stock or commences a tender or exchange offer for 30% or more of the common stock.

The Georgia-based company previously announced that its board has retained the Carreden Group Inc., a New York investment banking firm, to assist it in pursuing strategic alternatives.

With the assistance of Carreden, Trism is currently in preliminary discussions with third parties who have expressed an interest in acquiring all or the majority of the assets of Trism. Carreden is also exploring the refinancing of Trism’s existing credit facility.

A group led by former chairman, president & CEO Edward McCormick recently claimed to have entered into an agreement to acquire the shares of common stock and senior subordinated notes due in 2005.

The company said it does not know whether the group has in fact acquired any of its securities, but believes that the adoption of the plan is an appropriate step to protect all stockholders from the group's attempt to acquire control without proposing a transaction in which all stockholders could participate.

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