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BASKING RIDGE, N.J., May 24 -- Hooper Holmes, Inc. (Amex: HH) announced today that its Board of Directors has renewed theCompany's shareholder rights plan, which was originally adopted in 1990. The renewed plan is substantially similar to the old plan and is designed to protect theCompany and its shareholders against takeover tactics that would deny shareholders the full value of their investment. The Company stated that the renewal ofthe plan is not in response to any acquisition proposal.
Under the terms of the renewed plan, shareholders of record as of June 16, 2000 will receive a dividend of one Common Share Purchase Right on eachoutstanding share of Hooper Holmes, Inc. Common Stock. The dividend will be distributed on June 30, 2000. A summary of the plan will be mailed toshareholders in June.
Jim McNamee, Chairman, President and Chief Executive Officer, commented, ``We believe that our shareholder rights plan provides the Board of Directors theflexibility necessary to respond appropriately to any unsolicited offer and fully consider the best interests of our shareholders.''
The new Rights will trade with the Company's common stock, unless and until they become exercisable. The Rights will become exercisable after both theexpiration of the current shareholder rights plan on June 16, 2000 and the acquisition by a person or entity of beneficial ownership of 20% or more of theCompany's outstanding common shares or announcement of an offer to acquire 20% or more of the Company's outstanding common shares.
The Rights Plan does not in any way weaken Hooper Holmes, Inc.'s financial strength or interfere with its business plans. The issuance of the Rights has nodilutive effect, will not affect reported earnings per share, is not taxable to Hooper Holmes, Inc. or its shareholders, and will not change the way in which HooperHolmes, Inc.'s shareholders trade their shares.
Hooper Holmes, Inc. provides health information services on insurance policy applicants to the life insurance industry. The Company provides these healthinformation services through over 300 locations nationwide.
Certain information contained herein includes information that is forward- looking. The matters referred to in forward-looking statements may be affected by therisks and uncertainties involving in the Company's business. These forward-looking statements are qualified in the entirety by cautionary statements contained inthe Company's Securities and Exchange Commission filings.
CONTACT:
Fred Lash
Chief Financial Officer
908-766-5000
Investors: Theresa Schillero
Media: Stacey Nield
Morgen-Walke Associates
212-850-5600
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