CODDLE CREEK FINANCIAL CORP

expiry = 2003-11-10...(a) CODDLE CREEK FINANCIAL CORP. OFFER TO PURCHASE FOR CASH OF ALL SHARES OF ITS COMMON STOCK HELD BY HOLDERS OF 99 OR FEWER SHARES FOR A PURCHASE PRICE OF $38.00 NET PER SHARE This Offer to Purchase will expire at 12:00 p.m. Eastern Standard Time on Monday, November 10, 2003, unless the Offer is extended or earlier terminated. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THIS OFFER, PASSED UPON THE MERITS OR FAIRNESS OF THIS OFFER OR PASSED UPON...

threshold = 100...The effects of the Offer on unaffiliated stockholders will vary based on whether or not the unaffiliated stockholder is eligible to participate in the Offer and chooses to tender his or her shares pursuant to this Offer. 13 Eligible and tendering unaffiliated stockholders owning fewer than 100 shares immediately prior to the Effective Time of the Offer will: • receive $38.00 in cash, without interest, per share; • no longer have any equity interest in Coddle Creek and therefore will not participate in its future potential earnings or growth, if any; and • be required to pay federal and, if applicable, state and local income taxes on...

threshold = 300...o the odd-lot tender offer 7,032 shares of its common stock from tendering shareholders. The Company will pay $38.00 for each share purchased, and payment for the shares tendered will be made promptly. Resulting in large part from the shares purchased in this odd-lot tender offer, the Company estimates that it now has fewer than 300 shareholders of record, which is required in order for the Company to qualify to de-register its common stock with the Securities and Exchange Commission and go private. Thus, the Company's Board of Directors anticipates that the Company will de-register its common stock and cease being a reporting company of the Securities and Exchange Act of...

txn_type = CONSOLIDATION...optionee. During the fiscal year ended December 31, 2002, the Board of Directors awarded such regular cash payments to director and employee option holders at such times as dividends were paid with respect to the Common Stock. 6 In the event of a stock split, reverse stock split or stock dividend, the number of shares of Common Stock under the Stock Option Plan, the number of shares to which any option relates and the exercise price per share under any option shall be adjusted to reflect such increase or decrease in the total number of shares of Common Stock outstanding. In addition, in the event the Company dec...

txn_type = CONSOLIDATION...o considered other alternatives to reduce the number of stockholders to less than 300. These other considerations included (i) a tender offer made available to all holders of common stock (rather than those odd lot holders owning 99 shares or less) and (ii) a reverse stock split or cash out merger. Specifically, the Board of Directors investigated the possibility of making a tender offer to purchase a set number of shares of common stock from each shareholder (e.g. 100 shares per shareholder). However, it is our understanding that this proposed format of a tender offer is not permitted under the rules and regula...

txn_type = TENDER_OFFEREX-16.A5B 3 dex16a5b.txt EXHIBIT 16(A)(5)(B) Exhibit 16(a)(5)(b) FOR IMMEDIATE RELEASE CODDLE CREEK FINANCIAL CORP. ANNOUNCES COMPLETION OF ITS ODD-LOT TENDER OFFER Mooresville, North Carolina - (November 20, 2003) - Coddle Creek Financial Corp. (OTCBB: CDLC) today announced that its tender offer for the purchase of all shares of its common stock held by persons owning 99 or fewer shares as of the close on September 19, 2003 expired at 12:00 p.m., Eastern Standard Time, on Monday, November 10, 2003....