Odd Lot Index

BOOKS A MILLION 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.
StatusClosed
Closing date2005-07-21
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdYes
Must tick the odd-lot box on the formYes
Price offeredUSD $8.75 to $10.00 per share
Most an odd-lot tender could be$866.25 to $990.00

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...THAN 100 SHARES AND I TENDER ALL OF MY SHARES, WILL I BE SUBJECT TO PRORATION? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the Offer expires and you complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. ONCE I HAVE TENDERED SHARES IN THE OFFER, CAN I WITHDRAW MY TENDER? Yes. You may withdraw any shares you have tendered (except shares subject to the Books-A-Million, Inc. 401(k) P...
expiry = 2005-07-21...CASH BY BOOKS-A-MILLION, INC. OF UP TO 4,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $10.00 NOR LESS THAN $8.75 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JULY 21, 2005, UNLESS THE OFFER IS EXTENDED. Books-A-Million, Inc., a Delaware corporation (the "Company," "we," or "us"), is offering to purchase up to 4,000,000 shares of its common stock, $0.01 par value per share, at a price not greater than $10.00...
listed = True...ill be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Time. Any determination by us concerning the events described above will be final and binding on all parties. 8. PRICE RANGE OF THE SHARES The shares are traded on the Nasdaq National Market under the symbol "BAMM." The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the Nasdaq National Market based on published financial sources. HIGH LOW -------- -------- YEAR ENDED JANUARY 31, 2004: First Quarter............................................. $ 2.54 $ 2.01 Second Quart...
mechanism = DUTCH...e offering to purchase up to 4,000,000 shares of our common stock, par value $0.01 per share. See Section 1. WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE AND WHAT WILL BE THE FORM OF PAYMENT? We are conducting the Offer through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $8.75 to $10.00 per share. We will select the lowest purchase price that will allow us to buy 4,000,000 shares or, if a lesser number of shares are pro...
must_tender_all = True...ares as we may elect to purchase, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: - first, from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the Expiration Time; - second, from all other stockholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfie...
price = USD 8.75-10.0...ified "Dutch Auction." This procedure allows you to select the price (in multiples of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $8.75 to $10.00 per share. We will select the lowest purchase price that will allow us to buy 4,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. Al...
threshold = 100...shares were tendered at prices at or below the purchase price. Odd Lots. The term "odd lots" means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not properly withdrawn by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 shares 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 Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 g95889toexv99wxayx1yxay.txt EX-99.(A)(1)(A) OFFER OF PURCHASE DATED JUNE 23, 2005 EXHIBIT (A)(1)(A) [OFFER TO PURCHASE] (LOGO) OFFER TO PURCHASE FOR CASH BY BOOKS-A-MILLION, INC. OF UP TO 4,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $10.00 NOR LESS THAN $8.75 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, JULY 21, 2005, UNLESS THE OFFER IS EXTENDED....

The filings

FiledFormRoleOn EDGAR
2005-06-23SC TO-Ioriginal (governing)View