On commencement date of a tender offer, bidder must

• File Schedule TO with the SEC
• Hand deliver Schedule TO to the target company
  and any other bidders
• Notify relevant national securities exchanges

• By telephone and mail

Amendments to Schedule TO must be filed promptly

Offer to Purchase

• Contains substantive terms of the tender offer
• Incorporated by reference into Schedule TO
• Mailed to holders of target company securities
• Generally requires any person (including the target) who recommends that the target's shareholders accept or reject the offer to file a Schedule 14D-9
• Requires Target board to take one of four positions,
  and include its reasons therefor:

• recommend acceptance
• recommend rejection
• express no opinion / remain neutral

• Generally requires any person (including the target) who recommends that the target's shareholders accept or reject the offer to file a Schedule 14D-9

Final release 33-7760  1999

• Adopted Regulation M-A
• Comprehensive changes to rules and forms for tender offers
• Allows requirements of Schedules 14D-1, 13E-4 and 13E-3 to be met in one combined filing

SEC Forms