SUPERIOR CONSULTANT HOLDINGS CORP

election_required = True...purchase price determined by us. There will be no proration of shares tendered by any stockholder owning beneficially fewer than 100 shares who validly tenders all of those shares at or below the purchase price prior to the expiration date and who checks the “Odd Lots” box in the letter of transmittal. See Section 1. 6 After purchasing all shares from the “odd lot” holders, we will purchase shares from all other stockholders who validly tender shares at or below the purchase price determined by us, on a pro rata basis, if necessary, subject to the conditional tender provisions described in Section 6. What do Superior and its board of...

expiry = 2003-07-14...CORPORATION Offer to Purchase for Cash Up to 650,000 Shares of Common Stock At a Purchase Price Not Greater Than $3.60 or Less Than $2.85 Per Share The offer, proration period, and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, July 14, 2003, unless the offer is extended. Superior Consultant Holdings Corporation hereby invites its shareholders to tender shares of its common stock, par value $0.01 per share, to Superior, upon the terms and conditions set forth in this offer to...

listed = True...refrain from tendering shares, or as to the price or prices at which you may choose to tender your shares. Superior’s directors and executive officers have advised us that they do not intend to tender any shares in this tender offer. The shares are listed and traded on the NASDAQ National Market (“Nasdaq”) under the symbol “SUPC.” On June 13, 2003, the last full trading day on the Nasdaq prior to the commencement of the offer, the closing price per share reported on Nasdaq was $3.34. We encourage you to obtain current market quotations for the shares. See Section 9. You may direct questions and requests for assistance, or for additional...

mechanism = DUTCH...he right to purchase an additional number of shares not to exceed 2% of the outstanding shares of Superior common stock. See Section 1. How is the offer structured? What is the purchase price? We are conducting the offer 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 the offer is $2.85 to $3.60 per share. • We will select the lowest price that will allow us to purchase 650,000 shares or, if a lesser number of shares is validly tendered, all shares...

must_tender_all = True...hares be purchased? Will tendered shares be prorated? If more than 650,000 shares are validly tendered and not properly withdrawn at or below the purchase price determined by us, first we will purchase shares from holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the purchase price determined by us. There will be no proration of shares tendered by any stockholder owning beneficially fewer than 100 shares who validly tenders all of those shares at or below the purchase price prior to the expiration date and who checks the “Odd Lots” box in the letter of transmittal. See Section 1. 6 Af...

price = USD 2.85-3.6...ommonly 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 the offer is $2.85 to $3.60 per share. • We will select the lowest price that will allow us to purchase 650,000 shares or, if a lesser number of shares is validly tendered, all shares that are validly tendered and not properly withdrawn. • All sha...

threshold = 100...nts approximately 6% of our outstanding common stock, excluding treasury shares. If more than 650,000 shares are validly tendered and not properly withdrawn, all shares tendered at or below the purchase price will be purchased on a pro rata basis, except for “odd lots” (lots held by beneficial owners of fewer than 100 shares), which will be purchased on a priority basis, and except for conditional tenders. We also expressly reserve the right to purchase up to an additional 2% of the outstanding shares. See Section 1. The tender offer is not conditioned on any minimum number of shares being tendered. See Section 7. How will I get paid for my shares? If your s...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 3 c77712exv99wxayx1yxay.htm EX-99.(A)(1)(A) OFFER TO PURCHASE exv99wxayx1yxay SUPERIOR CONSULTANT HOLDINGS CORPORATION Offer to Purchase for Cash Up to 650,000 Shares of Common Stock At a Purchase Price Not Greater Than $3.60 or Less Than $2.85 Per Share The offer, proration period, and withdrawal rights will expire at 12:00 midnight, New York City time, on Monday, July 14, 2003, unless the offer i...