CRAZY WOMAN CREEK BANCORP INC
No odd-lot preference
Read automatically from the filing
This offer mentions odd lots only to say they get no special treatment. Odd-lot tenders are prorated like everyone else's.
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 | 2003-11-04 |
| 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 $16.00 to $18.25 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $1,584.00 to $1,806.75 |
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..."odd lot holder" (as defined below) who: (i) tenders all shares owned (beneficially or of record) by the odd lot holder at a price equal to or below the purchase price (tenders of less than all the shares owned will not qualify for this preference); and (ii) completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery; and o Second, after the purchase of all the shares properly tendered by odd lot holders and subject to the conditional tender procedures described under "The Offer - 5. Conditional Tender Procedures," all other shares properly tendered at prices equal to or below the purchase pric...
expiry = 2003-11-04...RATED 106 Fort Street Buffalo, Wyoming 82834 OFFER TO PURCHASE FOR CASH UP TO 350,000 SHARES OF COMMON STOCK OF CRAZY WOMAN CREEK BANCORP INCORPORATED OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., MOUNTAIN TIME, ON NOVEMBER 4, 2003, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. CRAZY WOMAN CREEK BANCORP INCORPORATED IS: o offering to purchase up to 350,000 shares of our common stock in a tender offer, and o offering to purchase these share...
expiry = 2003-11-04...Street Buffalo, Wyoming 82834 SUPPLEMENT TO OFFER TO PURCHASE FOR CASH UP TO 350,000 SHARES OF COMMON STOCK OF CRAZY WOMAN CREEK BANCORP INCORPORATED OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., MOUNTAIN TIME, ON NOVEMBER 4, 2003, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. CRAZY WOMAN CREEK BANCORP INCORPORATED IS: o offering to purchase up to 350,000 shares of our common stock in a tender offer, and o offering to purchase these share...
expiry = 2003-11-04...Street Buffalo, Wyoming 82834 SUPPLEMENT TO OFFER TO PURCHASE FOR CASH UP TO 350,000 SHARES OF COMMON STOCK OF CRAZY WOMAN CREEK BANCORP INCORPORATED OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., MOUNTAIN TIME, ON NOVEMBER 4, 2003, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. CRAZY WOMAN CREEK BANCORP INCORPORATED IS: o offering to purchase up to 350,000 shares of our common stock in a tender offer, and o offering to purchase these share...
listed = True...tention to tender 1,200 shares owned by him, our directors and executive officers have advised us that they do not intend to tender shares in our offer. See "Special Factors - 2. Purposes of and Reasons for the Offer." WHAT IS A RECENT MARKET Our common stock is traded on the Nasdaq PRICE OF MY CRAZY WOMAN SmallCap market under the symbol "CRZY." On CREEK SHARES? September 30, 2003, a date close to the date of this document, the best bid (the highest price a prospective buyer is prepared to pay for the stock) was $14.85 and the best ask (the lowest price a prospective seller is prepared to accept for the stock) was $15.77. We urge you to obtain...
mechanism = DUTCH...RES? to 350,000 shares of our outstanding common stock. See "The Offer - 9. Information About Us and the Shares." WHAT IS THE PURCHASE The price range for our offer is $16.00 to PRICE? $18.25. We are conducting the offer through a procedure commonly called a "modified Dutch Auction." This procedure allows you to choose a price within this price range at which you are willing to sell your shares. We will look at the prices chosen by shareholders for all of the shares properly tendered. We will then select the lowest price that will allow us to buy up to 350,000 shares. If a lesser number of shares is tendered, we wi...
mechanism = DUTCH...offer. Following the March 2003 board meeting, management contacted special counsel to seek advice on the subject of an issuer tender offer. Following such request, special counsel began providing the Board of Directors with specific legal advice regarding a modified Dutch auction issuer tender offer. On May 7, 2003, the Board met with a representative of Janney Montgomery Scott and obtained pricing, trading and other background information from such representative regarding modified Dutch tender offers. At that meeting, Janney Montgomery Scott also discussed its qualifications as a financial advisor, the current...
mechanism = DUTCH...offer. Following the March 2003 board meeting, management contacted special counsel to seek advice on the subject of an issuer tender offer. Following such request, special counsel began providing the Board of Directors with specific legal advice regarding a modified Dutch auction issuer tender offer. On May 7, 2003, the Board met with a representative of Janney Montgomery Scott and obtained pricing, trading and other background information from such representative regarding modified Dutch tender offers. At that meeting, Janney Montgomery Scott also discussed its qualifications as a financial advisor, the current...
must_tender_all = True...w the price we select. If more than PURCHASE? 350,000 shares are at or below the selected purchase price, we will purchase shares based on the following order of priority: o First, we will purchase shares from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at prices equal to or below the selected price. o Second, we will purchase shares from all other shareholders who properly tender shares at prices equal to or below the selected price, on a pro rata basis, subject to the conditional tender provisions described under "The Offer - 5. Conditional Tender Procedures." As a result, we will pur...
must_tender_all = True...not more than 350,000, we will purchase all these shares at that price, and o if the number of shares tendered at or below the selected price is more than 350,000, we will purchase shares at the selected price: o first from holders of less than 100 shares who tendered all of their shares at or below the selected price, and o then, on a pro rata basis from all other shareholders who tendered shares at or below the selected price. Our offer is not conditioned on any minimum number of shares being tendered. Our offer is, however, subject to other conditions discussed under "The Offer - 6. Conditions of Our Offer." Our Board...
must_tender_all = True...not more than 350,000, we will purchase all these shares at that price, and o if the number of shares tendered at or below the selected price is more than 350,000, we will purchase shares at the selected price: o first from holders of less than 100 shares who tendered all of their shares at or below the selected price, and o then, on a pro rata basis from all other shareholders who tendered shares at or below the selected price. Our offer is not conditioned on any minimum number of shares being tendered. Our offer is, however, subject to other conditions discussed under "The Offer - 6. Conditions of Our Offer." Our Board...
no_priority = True...olders may choose to submit a "conditional tender" under the procedures discussed under "The Offer - 5. Conditional Tender Procedures," in the Offer to Purchase in order to structure their tender for federal income tax reasons. ANY SHAREHOLDER THAT BECOMES AN ODD LOT SHAREHOLDER (OWNS FEWER THAN 100 SHARES) AS A RESULT OF PRORATION WILL NOT BE GIVEN PRIORITY IN PRORATION. THE ONLY ODD LOT SHAREHOLDERS WHOSE SHARES WILL BE PURCHASED BEFORE PRORATING SHARES ARE THOSE SHAREHOLDERS WHO ARE ODD LOT SHAREHOLDERS AS OF THE DATE OF THE OFFER TO PURCHASE. 2. PROCEDURES FOR TENDERING SHARES. DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS. All...
no_priority = True...olders may choose to submit a "conditional tender" under the procedures discussed under "The Offer - 5. Conditional Tender Procedures," in the Offer to Purchase in order to structure their tender for federal income tax reasons. ANY SHAREHOLDER THAT BECOMES AN ODD LOT SHAREHOLDER (OWNS FEWER THAN 100 SHARES) AS A RESULT OF PRORATION WILL NOT BE GIVEN PRIORITY IN PRORATION. THE ONLY ODD LOT SHAREHOLDERS WHOSE SHARES WILL BE PURCHASED BEFORE PRORATING SHARES ARE THOSE SHAREHOLDERS WHO ARE ODD LOT SHAREHOLDERS AS OF THE DATE OF THE OFFER TO PURCHASE. 2. PROCEDURES FOR TENDERING SHARES. DETERMINATION OF VALIDITY; REJECTION OF SHARES; WAIVER OF DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS. All...
price = USD 16.0-18.25...Our Offer; Termination; Amendment," if properly tendered and not properly withdrawn, or such lesser number of shares as are properly tendered and not properly withdrawn, at prices between $16.00 and $18.25 per share. We will pay for shares purchased under our offer by depositing the aggregate purchase price for the shares with the depositary, which will act as agent for tendering shareholders for the purpose of receiving payment fr...
price = USD 16.0-18.25...end the offer, subject to the rules promulgated by the SEC under the Exchange Act. 8. SOURCE AND AMOUNT OF FUNDS. Assuming that 350,000 shares are tendered in the offer at a price between $16.00 and $18.25 per share, the aggregate purchase price paid by us will be between $5,600,000 and $6,387,500. We expect that our fees and expenses for the offer will be approximately $150,000. Upon payment of the dividend by the Bank to the Comp...
price = USD 16.0-18.25...end the offer, subject to the rules promulgated by the SEC under the Exchange Act. 8. SOURCE AND AMOUNT OF FUNDS. Assuming that 350,000 shares are tendered in the offer at a price between $16.00 and $18.25 per share, the aggregate purchase price paid by us will be between $5,600,000 and $6,387,500. We expect that our fees and expenses for the offer will be approximately $150,000. Upon payment of the dividend by the Bank to the Comp...
threshold = 100...to the greater number of shares. ODD LOTS. For purposes of our offer, the term "odd lots" means all shares properly tendered before the expiration date at prices equal to or below the purchase price and not properly withdrawn by any person, referred to as an "odd lot holder," who owns, beneficially or of record, a total of fewer than 100 shares and certifies to that fact in the "Odd Lots" box on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered shares. To qualify for this preference, an odd lot holder must 22 tender all shares o...
txn_type = TENDER_OFFEREX-1 3 exa1.txt OFFER TO PURCHASE, DATED 10-3-2003 CRAZY WOMAN CREEK BANCORP INCORPORATED 106 Fort Street Buffalo, Wyoming 82834 OFFER TO PURCHASE FOR CASH UP TO 350,000 SHARES OF COMMON STOCK OF CRAZY WOMAN CREEK BANCORP INCORPORATED OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., MOUNTAIN TIME, ON NOVEMBER 4, 2003, UNLESS THE OFFER IS EXTENDE...
txn_type = TENDER_OFFEREX-99 3 ex-99.txt SUPPLEMENT TO OFFER TO PURCHASE - EXHIBIT (A)(I) CRAZY WOMAN CREEK BANCORP INCORPORATED 106 Fort Street Buffalo, Wyoming 82834 SUPPLEMENT TO OFFER TO PURCHASE FOR CASH UP TO 350,000 SHARES OF COMMON STOCK OF CRAZY WOMAN CREEK BANCORP INCORPORATED OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., MOUNTAIN TIME, ON NOVEMBER 4, 2003, UNLESS THE OF...
txn_type = TENDER_OFFEREX-99 3 ex-99.txt SUPPLEMENTAL OFFER TO PURCHASE - EXHIBIT (A)(I) CRAZY WOMAN CREEK BANCORP INCORPORATED 106 Fort Street Buffalo, Wyoming 82834 SUPPLEMENT TO OFFER TO PURCHASE FOR CASH UP TO 350,000 SHARES OF COMMON STOCK OF CRAZY WOMAN CREEK BANCORP INCORPORATED OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., MOUNTAIN TIME, ON NOVEMBER 4, 2003, UNLESS THE OF...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2003-10-14 | SC 13E3 | original | View |
| 2003-10-28 | SC TO-I/A | amendment (governing) | View |
| 2003-10-28 | SC 13E3/A | amendment | View |