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One of the follow-ups from the April 14, 2004 Board Meeting was the creation of a stock
purchase plan option for Dan Ariens to acquire a significant portion of class B voting
shares. The urgency is based on the relative value of Ariens Equity today.
Listed below are two options:
Dan Ariens would purchase 8,500 class B shares from Treasury at $71.27
($605,795). Dan’s voting share ownership would now become 50.9% of the
Ariens Company.
The treasury stock purchase would be funded by a Five-year note supported by a
SAR unit grant equivalent (8,500 units).
Simultaneous with Dan’s class B stock purchase a shareholder buyback agreement
would be entered into with Mike Ariens to establish a base for the future stock
buyback. This agreement would provide Mike and/or his estate with a guaranteed
purchase price while allowing for upside shareholder appreciation. The agreement
would also establish a time horizon so that the company can manage its’ cash flow
for an orderly shareholder buyback. Pricing, timing and payout methods would be
discussed after we reach agreement in principle.
Option 2 Time Phased Purchase of Mike Ariens Class B Shares
Purchase shares directly from Mike Ariens. One possible scenario is listed below,
however this purchase can be timed and structured in many different ways.
Dan Ariens share purchase would be accomplished with staggered five-year notes
supported by SAR grants.
The home of Mike and Mimi could be purchased by the Company to be used as a
Corporate Retreat, meeting center for Traveling Employees, customers, and
demonstration site in future years. This is a creative concept and method to bring
a better value to the repurchase agreement, timing a discretionary matter for
family.