ATLAS AMERICA INC
Terms unclear
Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2007-03-09 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $52.00 to $54.00 per share |
| Most an odd-lot tender could be | $5,148.00 to $5,346.00 |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
election_required = True...rs all shares owned beneficially or of record by the odd lot holder at a price at or below the purchase price determined by us (tenders of less than all of the shares owned by the odd lot holder will not qualify for this preference); and 9 Table of Contents • completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • Second, after the purchase of all of the shares properly tendered by odd lot holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price on a pro rata basis with appropriate adj...
election_required = True...rs all shares owned beneficially or of record by the odd lot holder at a price at or below the purchase price determined by us (tenders of less than all of the shares owned by the odd lot holder will not qualify for this preference); and 9 Table of Contents • completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. • Second, after the purchase of all of the shares properly tendered by odd lot holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price on a pro rata basis with appropriate adj...
expiry = 2007-03-09...for Cash by Atlas America, Inc. Up to 1,950,000 Shares of its Common Stock At a Purchase Price Not Greater Than $52.00 nor Less Than $54.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON FRIDAY, MARCH 9, 2007, UNLESS THE OFFER IS EXTENDED. Atlas America, Inc., a Delaware corporation, invites its shareholders to tender up to 1,950,000 shares of its common stock for purchase by it at a price not greater than $52.00 nor less than $54.00 per share,...
expiry = 2007-03-09...for Cash by Atlas America, Inc. Up to 1,950,000 Shares of its Common Stock At a Purchase Price Not Greater Than $54.00 nor Less Than $52.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON FRIDAY, MARCH 9, 2007, UNLESS THE OFFER IS EXTENDED. Atlas America, Inc., a Delaware corporation, invites its shareholders to tender up to 1,950,000 shares of its common stock for purchase by it at a price not greater than $54.00 nor less than $52.00 per share,...
listed = True...chase more than 1,950,000 shares pursuant to this offer. See Section 1. This offer is not conditioned on any minimum number of shares being tendered. This offer, however, is subject to other conditions. See Section 7. Our shares of common stock are listed and traded on The Nasdaq Stock Market under the symbol “ATLS.” On January 29, 2007, the last full trading day before we first announced our intention to make the offer, the last reported sale price of the shares on The Nasdaq Stock Market was $51.28. On February 7, 2007, the last full trading day before commencement of the offer, the last reported sale price was...
listed = True...chase more than 1,950,000 shares pursuant to this offer. See Section 1. This offer is not conditioned on any minimum number of shares being tendered. This offer, however, is subject to other conditions. See Section 7. Our shares of common stock are listed and traded on The Nasdaq Stock Market under the symbol “ATLS.” On January 29, 2007, the last full trading day before we first announced our intention to make the offer, the last reported sale price of the shares on The Nasdaq Stock Market was $51.28. On February 7, 2007, the last full trading day before commencement of the offer, the last reported sale price was...
mechanism = DUTCH...ase more shares subject to applicable legal requirements. Our offer is not conditioned on any minimum number of shares being tendered by shareholders. See Section 1. WHAT IS THE PURCHASE PRICE? We are conducting the offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select a price within the price range specified by us at which you are willing to sell your shares. The price range for this offer is from $52.00 to $54.00 per share. We will determine the lowest single price per share within the price range that will allow us to buy 1,950,000 shares or, if fewer shares are...
mechanism = DUTCH...ase more shares subject to applicable legal requirements. Our offer is not conditioned on any minimum number of shares being tendered by shareholders. See Section 1. WHAT IS THE PURCHASE PRICE? We are conducting the offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select a price within the price range specified by us at which you are willing to sell your shares. The price range for this offer is from $52.00 to $54.00 per share. We will determine the lowest single price per share within the price range that will allow us to buy 1,950,000 shares or, if fewer shares are...
must_tender_all = True...urchase tendered shares in the following order of priority: First, we will purchase shares for all holders of “odd lots” of less than 100 shares (not including any shares held in our 401(k) Plan or Resource America’s 401(k) Plan, which will not have priority) who properly tender all of their shares at or below the purchase price selected by us. Second, after purchasing all shares from the “odd lot” holders, we will purchase shares from all other shareholders who properly tendered shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provisions described in Section 6. Therefore,...
must_tender_all = True...urchase tendered shares in the following order of priority: First, we will purchase shares for all holders of “odd lots” of less than 100 shares (not including any shares held in our 401(k) Plan or Resource America’s 401(k) Plan, which will not have priority) who properly tender all of their shares at or below the purchase price selected by us. Second, after purchasing all shares from the “odd lot” holders, we will purchase shares from all other shareholders who properly tendered shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provisions described in Section 6. Therefore,...
price = USD 52.0-54.0...“Dutch Auction.” This procedure allows you to select a price within the price range specified by us at which you are willing to sell your shares. The price range for this offer is from $52.00 to $54.00 per share. We will determine the lowest single price per share within the price range that will allow us to buy 1,950,000 shares or, if fewer shares are properly tendered, all shares that are properly tendered and not withdrawn....
price = USD 52.0-54.0...“Dutch Auction.” This procedure allows you to select a price within the price range specified by us at which you are willing to sell your shares. The price range for this offer is from $52.00 to $54.00 per share. We will determine the lowest single price per share within the price range that will allow us to buy 1,950,000 shares or, if fewer shares are properly tendered, all shares that are properly tendered and not withdrawn....
threshold = 100...that a shareholder tenders in the offer may not be purchased even if they are tendered at prices at or below the purchase price. Odd Lots. The term “odd lots” means all shares tendered at prices at or below the purchase price selected by us by any person (an “odd lot holder”) who owned beneficially or of record a total of fewer than 100 shares (not including any shares held in our 401(k) Plan or Resource America’s 401(k) Plan, which will not have priority) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all shares owned by the holder in...
threshold = 100...that a shareholder tenders in the offer may not be purchased even if they are tendered at prices at or below the purchase price. Odd Lots. The term “odd lots” means all shares tendered at prices at or below the purchase price selected by us by any person (an “odd lot holder”) who owned beneficially or of record a total of fewer than 100 shares (not including any shares held in our 401(k) Plan or Resource America’s 401(k) Plan, which will not have priority) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all shares owned by the holder in...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 w29990exv99wxayx1yxiy.htm OFFER TO PURCHASE exv99wxayx1yxiy Table of Contents EXHIBIT (a)(1)(i) Offer to Purchase for Cash by Atlas America, Inc. Up to 1,950,000 Shares of its Common Stock At a Purchase Price Not Greater Than $52.00 nor Less Than $54.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON FRIDAY, MARCH 9, 2007...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 w29990a1exv99wxayx1yxiy.htm OFFER TO PURCHASE exv99wxayx1yxiy Table of Contents EXHIBIT (a)(1)(i) Offer to Purchase for Cash by Atlas America, Inc. Up to 1,950,000 Shares of its Common Stock At a Purchase Price Not Greater Than $54.00 nor Less Than $52.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON FRIDAY, MARCH 9, 2007...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2007-02-08 | SC TO-I | original (governing) | View |
| 2007-02-08 | SC TO-I/A | amendment | View |