CONTINENTAL MATERIALS CORP
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 | 2005-05-20 |
| How it is priced | Dutch auction |
| Odd-lot threshold | — |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Not stated |
| Price offered | USD $27.50 to $30.50 per share |
| Most an odd-lot tender could be | $2,722.50 to $3,019.50 |
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.
expiry = 2005-05-20...F OUR COMMON STOCK, PAR VALUE $0.25 PER SHARE AT A PURCHASE PRICE NOT GREATER THAN $30.50 NOR LESS THAN $27.50 PER SHARE THE OFFER TO PURCHASE, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, MAY 20, 2005, UNLESS THE TENDER OFFER IS EXTENDED. April 22, 2005 Continental Materials Corporation, a Delaware corporation (the "Company," "CMC," or "we," "us," or "our"), hereby offers to purchase up to 400,000 shares (or approximately 24%) of our co...
expiry = 2005-05-20...F OUR COMMON STOCK, PAR VALUE $0.25 PER SHARE AT A PURCHASE PRICE NOT GREATER THAN $30.50 NOR LESS THAN $27.50 PER SHARE THE OFFER TO PURCHASE, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, MAY 20, 2005, UNLESS THE TENDER OFFER IS EXTENDED. April 22, 2005 Continental Materials Corporation, a Delaware corporation (the "Company," "CMC," or "we," "us," or "our"), hereby offers to purchase up to 400,000 shares (or approximately 24%) of our co...
expiry = 2005-05-20...F OUR COMMON STOCK, PAR VALUE $0.25 PER SHARE AT A PURCHASE PRICE NOT GREATER THAN $30.50 NOR LESS THAN $27.50 PER SHARE THE OFFER TO PURCHASE, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, MAY 20, 2005, UNLESS THE TENDER OFFER IS EXTENDED. April 22, 2005 Continental Materials Corporation, a Delaware corporation (the "Company," "CMC," or "we," "us," or "our"), hereby offers to purchase up to 400,000 shares (or approximately 24%) of our co...
mechanism = DUTCH.... See "Section 1. Number of Shares; Priority of Purchases; Proration" for more information. Q2:WHAT SECURITIES AND AMOUNTS OF SECURITIES ARE SOUGHT IN THE OFFER? A:We are making the Offer to purchase up to 400,000 shares through a procedure commonly called a "modified Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this Offer is $27.50 to $30.50 per share. We will select the lowest purchase price out of all of the prices at which shares are tendered in the Offer within the purchase price range that w...
mechanism = DUTCH.... See "Section 1. Number of Shares; Priority of Purchases; Proration" for more information. Q2:WHAT SECURITIES AND AMOUNTS OF SECURITIES ARE SOUGHT IN THE OFFER? A:We are making the Offer to purchase up to 400,000 shares through a procedure commonly called a "modified Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this Offer is $27.50 to $30.50 per share. We will select the lowest purchase price out of all of the prices at which shares are tendered in the Offer within the purchase price range that w...
mechanism = DUTCH.... See "Section 1. Number of Shares; Priority of Purchases; Proration" for more information. Q2:WHAT SECURITIES AND AMOUNTS OF SECURITIES ARE SOUGHT IN THE OFFER? A:We are making the Offer to purchase up to 400,000 shares through a procedure commonly called a "modified Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this Offer is $27.50 to $30.50 per share. We will select the lowest purchase price out of all of the prices at which shares are tendered in the Offer within the purchase price range that w...
must_tender_all = True...older's shares be purchased if any shares are purchased in the Offer as described in "Section 9. Conditional Tender Procedures" (for which the condition was not initially satisfied) by random lot. Stockholders whose shares are conditionally tendered must have tendered all of their shares. Therefore, all of the shares that you tender on a conditional basis in the Offer may not be purchased even if they are tendered at or below the purchase price. See "Section 1. Number of Shares; Priority of Purchases; Proration." Q5:WHAT IS THE PURPOSE OF THE OFFER? A:The purpose of the Offer is to provide stockholders with liquidity for...
must_tender_all = True...older's shares be purchased if any shares are purchased in the Offer as described in "Section 9. Conditional Tender Procedures" (for which the condition was not initially satisfied) by random lot. Stockholders whose shares are conditionally tendered must have tendered all of their shares. Therefore, all of the shares that you tender on a conditional basis in the Offer may not be purchased even if they are tendered at or below the purchase price. See "Section 1. Number of Shares; Priority of Purchases; Proration." Q5:WHAT IS THE PURPOSE OF THE OFFER? A:The purpose of the Offer is to provide stockholders with liquidity for...
must_tender_all = True...older's shares be purchased if any shares are purchased in the Offer as described in "Section 9. Conditional Tender Procedures" (for which the condition was not initially satisfied) by random lot. Stockholders whose shares are conditionally tendered must have tendered all of their shares. Therefore, all of the shares that you tender on a conditional basis in the Offer may not be purchased even if they are tendered at or below the purchase price. See "Section 1. Number of Shares; Priority of Purchases; Proration." Q5:WHAT IS THE PURPOSE OF THE OFFER? A:The purpose of the Offer is to provide stockholders with liquidity for...
price = USD 27.5-30.5...re commonly called a "modified Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this Offer is $27.50 to $30.50 per share. We will select the lowest purchase price out of all of the prices at which shares are tendered in the Offer within the purchase price range that will allow us to buy the lesser of (1) all of the shares proper...
price = USD 27.5-30.5...re commonly called a "modified Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this Offer is $27.50 to $30.50 per share. We will select the lowest purchase price out of all of the prices at which shares are tendered in the Offer within the purchase price range that will allow us to buy the lesser of (1) all of the shares proper...
price = USD 27.5-30.5...re commonly called a "modified Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this Offer is $27.50 to $30.50 per share. We will select the lowest purchase price out of all of the prices at which shares are tendered in the Offer within the purchase price range that will allow us to buy the lesser of (1) all of the shares proper...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 a2154598zex-99_a1i.htm EX-99.(A)(1)(I) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99(a)(1)(i) CONTINENTAL MATERIALS CORPORATION OFFER TO PURCHASE FOR CASH UP TO 400,000 SHARES OF OUR COMMON STOCK, PAR VALUE $0.25 PER SHARE AT A PURCHASE PRICE NOT GREATER THAN $30.50 NOR LESS THAN $27.50 PER SHARE THE OFFER TO PURCHASE, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, MAY 20, 2005, UNLESS THE TENDER OFFER IS EXTENDED....
txn_type = TENDER_OFFEREX-99 2 a2157693zex-99.htm EX-99(A)(1)(I) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99(a)(1)(i) CONTINENTAL MATERIALS CORPORATION OFFER TO PURCHASE FOR CASH UP TO 400,000 SHARES OF OUR COMMON STOCK, PAR VALUE $0.25 PER SHARE AT A PURCHASE PRICE NOT GREATER THAN $30.50 NOR LESS THAN $27.50 PER SHARE THE OFFER TO PURCHASE, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, MAY 20, 2005, UNLESS THE TENDER OFFER IS EXTENDED....
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 a2157702zex-99_a1i.htm EX-99(A)(1)(I) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99(a)(1)(i) CONTINENTAL MATERIALS CORPORATION OFFER TO PURCHASE FOR CASH UP TO 400,000 SHARES OF OUR COMMON STOCK, PAR VALUE $0.25 PER SHARE AT A PURCHASE PRICE NOT GREATER THAN $30.50 NOR LESS THAN $27.50 PER SHARE THE OFFER TO PURCHASE, PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, MAY 20, 2005, UNLESS THE TENDER OFFER IS EXTENDED....
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2005-04-22 | SC TO-I | original (governing) | View |
| 2005-05-06 | SC TO-I/A | amendment | View |
| 2005-05-06 | SC 13E3/A | amendment | View |