|
Summary
|
 When
it applies to a transaction,
Rule 13e-3
requires disclosure of Schedule 13E-3 items
- In addition to those required by other
applicable SEC rules
- Which, depending on the type of transaction, can include the SEC's proxy,
tender offer and security registration rules
- Schedule 13E-3 is filed with SEC
- Specified items must be also included in
a disclosure document sent to security holders
- Either a proxy statement, offer to
purchase or prospectus, depending on the type of transaction
These
additional disclosures go to the fairness of the
Rule 13e-3 transaction
to unaffiliated security holders
- Intended to address the lack of
arms-length negotiations in going private transactions
- By providing unaffiliated security
holders with detailed information so that they can determine whether their
rights have been adequately protected
 Following
Regulation M-A items
only apply to Schedule 13E-3,
but not to
Schedule TO
or
Schedule 14D-9
-
1002(d) Dividends
-
1002(e) Prior public offerings
-
1002(f) Prior stock purchases
-
1004(c) Different terms
-
1004(d) Appraisal rights
-
1004(e) Provisions for unaffiliated security holders
-
1004(f) Eligibility for listing or trading
-
1005(c) Negotiations
or contacts
-
1007(c) Expenses
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1009(b) Employees and corporate assets
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1012(d) Intent to tender or vote
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1012(e) Recommendations of others
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1013 Purposes,
alternatives, reasons and effects
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1014 Fairness of the
going-private transaction
-
1015 Reports,
opinions, appraisals and negotiations
-
1016(c) Exhibits - Report, opinion or appraisal
-
1016(f) Exhibits - Appraisal rights
Disclosure
requirements of Rules 14(d)(1), 13e-4 and 13e-3 to be met in one combined
finding
- Per changes adopted in 2000
-
SEC has said it may extend this integration to its other transactional forms
SEC
summaries
|
Preliminaries
Check
boxes
- Filings fees
- Preliminary communications
- Type
of transaction
- Proxy solicitation
- Registration statement
- Tender offer
- None of the above
- Preliminary copies
- Final amendment
|
General Instructions
Schedule TO Items
| Item 1 Summary Term Sheet |
| Item 2 Subject Company Information |
| Item 3 Identity and Background of Filing Person |
| Item 4 Terms of the Transaction |
| Item 5
Past Contacts, ... |
| Item 6 Purposes of the Transaction and Plans or Proposals |
| Item 7 Purposes,
Alternatives, Reasons and Effects |
| Item 8 Fairness
of the Transaction |
| Item 9 Reports,... |
| Item 10 Source
and Amounts of Funds |
| Item 11 Interest
in Securities of the Subject Company |
| Item 12 Exhibits |
| Item 13
Financial Statements |
| Item 14 Persons / Assets
... |
| Item 15
Additional Information |
| Item 16 Exhibits |
SEC Releases
Related Topics
|
