RSV BANCORP 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 | 2004-10-15 |
| 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 | Yes |
| Price offered | USD $17.00 to $19.00 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $1,683.00 to $1,881.00 |
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...r" (as defined below) who tenders all shares owned (beneficially or of record) by such odd lot holder at a price equal to or below the purchase price (conditional tenders and tenders of less than all the shares owned will not qualify for this preference); and completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. o Second, after the purchase of all the shares properly tendered by odd ------ lot holders and subject to the conditional tender procedures described in Section 6, we will purchase, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares (as 7 desc...
election_required = True...ill fund the purchase of shares and related expenses through cash on hand, the liquidation of securities and/or a dividend from the Bank to RSV Bancorp in the amount of up to $3.0 million." ITEM 11. ADDITIONAL INFORMATION. (b) Other Material Information. The "Odd Lots" box on the Letter of Transmittal is hereby amended to read as follows: "This Section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially and who continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares. The undersigned either (check one box): [ ] was the beneficial owner and continues...
expiry = 2004-10-15...RSV BANCORP, INC. OF UP TO 202,000 SHARES OF COMMON STOCK, PAR VALUE $0.10 AT A PURCHASE PRICE NOT GREATER THAN $19.00 NOR LESS THAN $17.00 PER SHARE OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 15, 2004, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. RSV BANCORP, INC. IS: o offering to purchase up to 202,000 shares of our common stock in a tender offer; and o offering to purchase these shares at a price not grea...
mechanism = DUTCH..."RSV Bancorp"). We are offering to purchase up to 202,000 shares of our outstanding common stock. See Section 10. WHAT IS THE PURCHASE PRICE? The price range for our offer is $17.00 to $19.00. 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 to us. We will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest price that will allow us to buy up to 202,000 shares. If a lesser number of shares is tendered,...
must_tender_all = True...price we select. If more than 202,000 shares are tendered 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 stockholders 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 in Section 6. As a result, we will purchase the same percentage of shar...
price = USD 17.0-19.0...ASE MY SHARES? RSV Bancorp, Inc. ("RSV Bancorp"). We are offering to purchase up to 202,000 shares of our outstanding common stock. See Section 10. WHAT IS THE PURCHASE PRICE? The price range for our offer is $17.00 to $19.00. 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 to us. We wil...
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 (not as a result of any proration) 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...
txn_type = TENDER_OFFEREX-99 2 ex99-1.txt EXHIBIT 99.1(A)(1)(I) Exhibit 99.1(a)(1)(i) OFFER TO PURCHASE FOR CASH BY RSV BANCORP, INC. OF UP TO 202,000 SHARES OF COMMON STOCK, PAR VALUE $0.10 AT A PURCHASE PRICE NOT GREATER THAN $19.00 NOR LESS THAN $17.00 PER SHARE OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 15, 2004, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT AN...
txn_type = TENDER_OFFER...ck, $0.10 par value per share. RSV Bancorp, Inc. is offering to purchase these shares at a price not greater than $19.00 nor less than $17.00 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 September 14, 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. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as exhibits (a)(1)(i) and (a)(1)(ii), re...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2004-09-14 | SC TO-I | original (governing) | View |
| 2004-10-01 | SC TO-I/A | amendment | View |