Odd Lot Index

STEVEN MADDEN, LTD. SHOO

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.
StatusClosed
Closing date2008-03-18
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdYes
Must tick the odd-lot box on the formYes
Price offeredUSD $16.50 to $20.00 per share
Most an odd-lot tender could be$1,633.50 to $1,980.00

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...y shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 12:00 midnight, New York City time, on Ma...
expiry = 2008-03-18...ociated Preferred Stock Purchase Rights issued under the Rights Agreement) at a Purchase Price Not Greater Than $20.00 nor Less Than $16.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MARCH 18, 2008 UNLESS THE OFFER IS EXTENDED. Steven Madden, Ltd., a Delaware corporation (the “Company,” “Madden,” “we” or “us”), is offering to purchase up to 2,600,000 shares of its common stock, par value $0.0001 per share (the “common stock”), includ...
listed = True...of this Offer, up to an additional 2% of our outstanding shares (or 402,360 shares). See Sections 1 and 15. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to conditions. See Sections 7. The shares are traded on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “SHOO.” On February 15, 2008, the last full trading day before we announced our intention to make the Offer, the reported closing price of the shares on the NASDAQ was $16.78 per share. Stockholders are urged to obtain current market quotations for the shares. See Section 8. Our Board of Directors (“Board”) has...
mechanism = DUTCH...000 shares of our common stock, par value $0.0001 per share, including the associated rights. See Section 1. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.50) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $16.50 to $20.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will...
mechanism = DUTCH...res at $17.00 per share ~ LONG ISLAND CITY, N.Y. – March 19, 2008 – Steven Madden, Ltd. (NASDAQ: SHOO), a leading designer, wholesaler and marketer of fashion footwear and accessories for women, men and children, today announced the preliminary results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight, Eastern Time on Tuesday, March 18, 2008. Based on a preliminary count by the depositary for the tender offer, 3,227,985 shares of common stock were properly tendered and not withdrawn at a price of $17.00 or less per share. Steven Madden, Ltd. expects to purchase 2,600,000 shares, resulting...
mechanism = DUTCH...00 shares of its common stock ~ LONG ISLAND CITY, N.Y. – March 25, 2008 – Steven Madden, Ltd. (NASDAQ: SHOO), a leading designer, wholesaler and marketer of fashion footwear and accessories for women, men and children, today announced the final results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight, New York City time on Tuesday, March 18, 2008. Steven Madden, Ltd. has accepted for purchase 2,600,000 shares of common stock at a price of $17.00 per share, totaling $44.2 million. These shares represent approximately 12.9% of the shares outstanding. An aggregate of 3,227,534 shares of com...
must_tender_all = True...for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares in the following order: • first, all “odd lots” of less than 100 shares from holders who properly tender all of their shares at or below the purchase price determined in the Offer and who do not properly withdraw them before the Expiration Time; • second, from all stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not sat...
price = USD 16.5-20.0...ified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.50) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $16.50 to $20.00 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price (in multiples of $0.50) that will allow us to...
threshold = 100...dered at prices at or below the purchase price. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price determined in the Tender Offer and not properly withdrawn by any person (an “Odd Lot Holder”) who owns beneficially or of record fewer than 100 shares in the aggregate and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. -12- To qualify for this priority, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for p...
txn_type = TENDER_OFFEREX-99.A.1.A 2 ex99_a1a.htm Offer to Purchase for Cash by STEVEN MADDEN, LTD. of Up to 2,600,000 Shares of its Common Stock (including the associated Preferred Stock Purchase Rights issued under the Rights Agreement) at a Purchase Price Not Greater Than $20.00 nor Less Than $16.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CIT...
txn_type = TENDER_OFFER...act: Ed Rosenfeld Executive Vice President, Strategic Planning and Finance Steven Madden, Ltd. (718) 446-1800 Investor Relations: Cara O'Brien/Leigh Parrish Financial Dynamics (212) 850-5600 STEVEN MADDEN, LTD. ANNOUNCES PRELIMINARY RESULTS OF “DUTCH AUCTION” TENDER OFFER ~ Company preliminarily expects to purchase 2.6 million shares at $17.00 per share ~ LONG ISLAND CITY, N.Y. – March 19, 2008 – Steven Madden, Ltd. (NASDAQ: SHOO), a leading designer, wholesaler and marketer of fashion footwear and accessories for women, men and children, today announced the preliminary results of its modified “Dutch Auct...
txn_type = TENDER_OFFEREX-99 2 ex_99a1l.htm EXHIBIT 99(A)(1)(L) EXHIBIT (a)(1)(L) Contact: FD (212) 850-5600 Investors: Cara O’Brien/Leigh Parrish Media: Diane Zappas FOR IMMEDIATE RELEASE STEVEN MADDEN, LTD. ANNOUNCES FINAL RESULTS OF “DUTCH AUCTION” TENDER OFFER ~ Company purchases 2,600,000 shares of its common stock ~ LONG ISLAND CITY, N.Y. – March 25, 2008 – Steven Madden, Ltd. (NASDAQ: SHOO), a leading designer, wholesaler and marketer of fashion footwear and accessories for women, men and children, today announced the final results of its modified “Dutch Auction” tender offer, which expired...

The filings

FiledFormRoleOn EDGAR
2008-02-20SC TO-Ioriginal (governing)View
2008-03-19SC TO-I/AamendmentView
2008-03-25SC TO-I/AamendmentView