PRE PAID LEGAL SERVICES 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 | 2004-09-28 |
| 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 | Not stated |
| Cleared at | $26.00 |
| Most an odd-lot tender could be | $2,574.00 |
How it finished
Everyone else100%
| Shares tendered | 1,000,000 |
|---|---|
| Shares accepted | 1,000,000 |
| Overall acceptance | 100% |
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 = 2004-09-28...,000,000 Shares of its Common Stock, Par Value $0.01 Per Share At a Purchase Price Not Greater Than $26.00 Nor Less Than $22.50 Per Share THE OFFER TO PURCHASE, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON SEPTEMBER 28, 2004, UNLESS THE OFFER TO PURCHASE IS EXTENDED We hereby invite our stockholders to tender up to 1,000,000 shares of our common stock for purchase by us at a price not greater than $26.00 nor less than $22.50 per share, net to the seller in cas...
listed = True...te our offer and purchase none of the shares and return all tendered shares. We will not accept for purchase any shares pursuant to our offer until such time as the conditions have been satisfied or waived. 8. PRICE RANGE OF SHARES; DIVIDENDS Our common stock is listed on the New York Stock Exchange under the symbol PPD. The following table sets forth the high and low sales prices, for our common stock as reported on the New York Stock Exchange. HIGH LOW ------------ ------------ 2002 First Quarter.................................... $ 31.75 $ 18.76 Second Quarter................................... 30.45 18.50 Third Quarter............
mechanism = DUTCH...as "we," "us" or offering to my shares? "PPLS," is offering to purchase shares of its common purchase my stock, par value $.01 per share, in a tender offer. shares? What will the We are conducting the tender offerer through a procedure called a purchase price modified "Dutch Auction." This proceduare allows you to select for the shares the price within a price range specified by us at which you are be and what willing to sell your shares. The price range for the tender offer will be the is $22.50 to $26.00 per share. We will select the lowest purchase form of price that will allow us to buy 1,000,000 shares or, if a...
must_tender_all = True...as determined by us in our reasonable judgment, that these events will occur. See Section 7. What happens We will purchase shares: if more than 1,000,000 shares are tendered in the tender offer? o 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 date; o second, after purchasing the shares from the "odd lot" holders, from all other stockholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provisio...
price = USD 22.5-26.0...ed Dutch auction tender." Under this procedure, Pre-Paid Legal Services stockholders will be given the opportunity to sell part or all of their shares to the Company at a price of not less than $22.50 per share and not more than $26.00 per share. This price range represents a 5.3 percent discount to a 9.5 percent premium when compared to the August 25, 2004 closing price of $23.75 per share. Based upon the minimum and maximum offering prices specified...
threshold = 100...or conditional tenders will not qualify for this preference, and it is not available to record or beneficial holders of 100 or more shares, even if the holders have separate stock certificates for fewer than 100 shares. By accepting this offer, a stockholder owning of record or beneficially fewer than 100 shares will avoid the payment of brokerage commissions and the applicable odd lot discount payable in a sale of such shares in a transaction effected on a securities exchange. As of August 25, 2004, there were approximately 17,500 holders of record of our common stock. Approximately 8,600 of these holders of record held individually fewer than...
txn_type = TENDER_OFFER...r value per share. Pre-Paid Legal Services, Inc. is offering to purchase these shares at a price not greater than $26.00 nor less than $22.50 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 26, 2004, (the "Offer to Purchase"), and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the tender offer. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as...
accepted = 1000000...participants in this club owned an aggregate of approximately 350,000 shares of common stock. These participants will be entitled to tender shares on the same terms as other stockholders. Assuming we purchase 1,000,000 shares pursuant to the offer and our executive officers and directors, then after the purchase of shares pursuant to the offer, our executive officers and directors as a group would own beneficially approximately 11.91% of the outstanding shares, assuming the exercise by these persons of their currently exe...
final_price = 26.0...2003 and as of and for the six months ended June 30, 2004 and (b) selected pro forma financial information for the same periods, assuming the purchase by PPLS of 1,000,000 shares in the tender offer at a purchase price of $26.00 per share for an aggregate purchase price of $26.3 million, including related fees and expenses. The selected pro forma information is based on our historical financial information for the fiscal year ended December 31, 2003 and for the six months ended June 30, 2004 and gives effect to t...
tendered = 1000000...are be and what willing to sell your shares. The price range for the tender offer will be the is $22.50 to $26.00 per share. We will select the lowest purchase form of price that will allow us to buy 1,000,000 shares or, if a lesser payment? number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. All shares we purchase will be purchased at the same purchase price, even if you have selected a lower purchase price, but we will not purchase any shares above the purchase price selected by us. If you wish to m...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2004-08-27 | SC TO-I | original (governing) | View |