UNITED CAPITAL CORP /DE/

election_required = True...o the expiration date by any odd lot holder (as defined below) who: (a) tenders all shares owned beneficially or of record by that odd lot holder (tenders of fewer than all the shares owned by that odd lot holder will not qualify for this preference); and (b) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. (2) Second, after the purchase of all of the shares tendered by odd lot holders, subject to the conditional tender provisions described in Section 6, United Capital will purchase all other shares properly tendered and not properly withdrawn prior to the expiration date, on a pro r...

expiry = 2011-07-25...I Exhibit 99.(a)(1)(i) OFFER TO PURCHASE FOR CASH BY UNITED CAPITAL CORP. OF UP TO 3,600,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $30.00 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 25, 2011, UNLESS THE TENDER OFFER IS EXTENDED. United Capital Corp., a Delaware corporation (“United Capital,” “we,” “our” or “us”), is offering to purchase up to 3,600,000 shares of its common stock, par value $0.10 per share, at a price of $30.00...

listed = True...on or judgment by United Capital concerning the events described above will be final and binding on all parties, subject to a court of law having jurisdiction regarding such matters. 20 SECTION 8. PRICE RANGE OF SHARES; DIVIDENDS United Capital’s common stock is traded on the NYSE Amex under the symbol “AFP”. The following table sets forth the high and low sales prices per share reported on the applicable exchange or market for each of the fiscal periods indicated. High Low Year Ending December 31, 2011 First Quarter $ 32.67 $ 25.30 Second Quarter (through June 22, 2011) $ 29.31 $ 23.69 Year Ended December 31, 201...

mechanism = FIXEDEX-99.(A)(1)(I) 2 ex-99a1i.htm OFFER TO PURCHASE, DATED JUNE 24, 2011 ex-99a1i.htm United Capital Corp. SC TO I Exhibit 99.(a)(1)(i) OFFER TO PURCHASE FOR CASH BY UNITED CAPITAL CORP. OF UP TO 3,600,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $30.00 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 25, 2011, UNLESS THE TENDER OFFER IS EXTENDED. United Capital Corp., a Delaware corporation (“United Capital,” “we,” “our” or “us”), is offering to purchase up to 3,600,000 shares of its common stock, par value $0.10 per share, at a price of $30....

must_tender_all = True...he tender offer does not enhance our ability or otherwise enable us to delist and deregister. What happens if more than 3,600,000 shares are tendered in the tender offer? We will purchase shares: · first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares and do not properly withdraw them before the expiration date; · second, after purchasing the shares from the “odd lot” holders, from all other stockholders who properly tender shares and who do not properly withdraw them before the expiration date, on a pro rata basis, subject to the conditional tender provisions described in Section 6,...

no_priority = True...ducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 6 of the Letter of Transmittal. SECTION 6. CONDITIONAL TENDER OF SHARES Subject to the exceptions for odd lot holders, in the event of an over-subscription of the tender offer, shares tendered prior to the expiration date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum number of the stock...

price = USD 21.0-26.0...will continue to be characterized by low trading volume. Since January 1, 2009 the shares have only briefly traded above $30.00 per share and have generally most frequently traded between $21.00 and $26.00 per share. Additionally, A.F. Petrocelli and his wife, Beverly Petrocelli, beneficially own approximately 73% of the issued and outstanding shares and consequently, only a relatively small percentage of shares is available for pu...

threshold = 100...pecified number of shares, none of those shares will be purchased. ODD LOTS. For purposes of the tender offer, the term “odd lots” shall mean all shares properly tendered prior to the expiration date and not properly withdrawn by any person referred to as an “odd lot holder” who owns beneficially or of record an aggregate of fewer than 100 shares and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, odd l...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 ex-99a1i.htm OFFER TO PURCHASE, DATED JUNE 24, 2011 ex-99a1i.htm United Capital Corp. SC TO I Exhibit 99.(a)(1)(i) OFFER TO PURCHASE FOR CASH BY UNITED CAPITAL CORP. OF UP TO 3,600,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $30.00 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 25, 2011, UNLESS THE TEND...