WELLSFORD REAL PROPERTIES 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 | 2005-06-30 |
| How it is priced | Dutch auction |
| Odd-lot threshold | — |
| Must tender everything you hold | Not stated |
| Must tick the odd-lot box on the form | Not stated |
| Price offered | USD $13.75 to $15.44 per share |
| Most an odd-lot tender could be | $1,361.25 to $1,528.56 |
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 = 2005-06-30...has also entered into employment agreements with Mr. Strong (which expires on December 30, 2006, with automatic one-year extensions unless either party gives notice of termination), Mr. Darrow (which expires on June 30, 2005), Mr. Burns (which expires on December 31, 2005) and Mr. Cantaluppi (which expires on June 30, 2006). Pursuant to these employment agreements, the aforementioned Executive Officers are entitled to a minimum salary, a minimum bonus and cons...
mechanism = DUTCH...negatively impact sales values. Management reported to the Board about their previous discussions with Bryan Cave regarding the legal and tax implications of the various strategic alternatives including, but not limited to, a reverse stock split followed by a modified dutch auction which would result in deregistration of the Regular Common Shares from the Exchange Act and delisting from the AMEX, the increased costs of operating as a public company since the adoption of the Sarbanes-Oxley Act of 2002, and the limited transferability of the Company's net operating losses. The Board authorized Lazard to speak to some...
price = USD 13.75-15.44...the date preceding the Company's announcement of the Board's adoption of the Plan and authorization of the Stock Split, the intraday trading range of our Regular Common Shares was between $13.75 and $15.44 per share. After the announcement of the Board's adoption of the Plan and authorization of the Stock Split on May 19, 2005, and through June 10, 2005, the intraday trading range of our Regular Common Shares was between $16.79 and...
txn_type = CONSOLIDATION...ES OF SOLICITATION......................................................79 OTHER MATTERS.................................................................79 PLAN OF LIQUIDATION...................................................Appendix A ARTICLES OF AMENDMENT (REVERSE STOCK SPLIT).........................Appendix B-1 ARTICLES OF AMENDMENT (FORWARD STOCK SPLIT).........................Appendix B-2 WELLSFORD REAL PROPERTIES, INC. 535 Madison Avenue, 26th Floor New York, NY 10022 (212) 838-3400 _____ __, 2005 Dear Stockholder: You are cordially invited to attend the 2005 Annual Meeting of Stockholders which will be...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2005-06-24 | SC 13E3 | original (governing) | View |