From the 8-K that was filed regarding the share purchase by Wisconsin Investment Board. I find the below statement to be quite favorable to public shareholders.
The Agreement provides, among other matters, that:
2. The Company will not at any time without the approval of its stockholders, (i) reduce the exercise price of outstanding stock options granted to employees and others under its 1996 Incentive and Non-Qualified Stock Option Plan, or any similar plan, or (ii) grant any stock option with an exercise price that is less than 100% of the fair market value of the underlying stock on the date of grant (except pursuant to the Company's 1996 Employee Stock Purchase Plan or similar plan).
No Material Change
Since September 30, 2000:
(a) there has been no material adverse change in or affecting the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, excluding political events and changes in economic conditions generally applicable to business enterprises in the same business as
the Company in the United States;
By the way, several have wondered why purchaser purchased shares at above market. Although agreement does not say so, their purchase price is average of 10 day closing price ending Dec. 27. This is probably the day before the agreement was finalized. |
