Russn:
Quit worrying. If my previous post wasn't enough, here are the other main statements about distribution:
Pages 70/71 of the PALM S-1/A:
The Distribution. 3Com intends to, following consummation of this offering,
distribute by December 1, 2000 the remaining shares of our common stock that
3Com holds to 3Com stockholders on a pro rata basis. We will prepare an
information statement with 3Com and send it to 3Com stockholders before the
distribution becomes effective. The information statement will inform the
stockholders of the distribution and its specifics. 3Com may, in its sole
discretion, change the distribution date. 3Com intends to consummate the
distribution only if the following conditions are met, any of which may be
waived by 3Com:
. the Internal Revenue Service must issue a ruling that the distribution
of Palm common stock will be tax-free to 3Com stockholders and that the
transaction will qualify as a reorganization for United States federal
income tax purposes;
. all required government approvals must be in effect;
. no legal restraints must exist preventing this distribution; and
. nothing must have happened in the intervening time between this offering
and the distribution that makes the distribution harmful to 3Com or its
stockholders.
Page 103 of the Agilent S-1/A:
The Distribution. By the middle of calendar year 2000, Hewlett-Packard
intends to distribute the remaining shares of our common stock Hewlett-Packard
holds to Hewlett-Packard stockholders on a pro rata basis. We will prepare an
information statement with Hewlett-Packard and send it to Hewlett-Packard
stockholders before the distribution becomes effective. The information
statement will inform the stockholders of the distribution and its specifics.
Hewlett-Packard may, in its sole discretion, change the distribution date.
Hewlett-Packard intends to consummate the distribution only if the following
conditions are met (any of which may be waived by Hewlett-Packard):
. the Internal Revenue Service must issue a favorable tax ruling on the
tax-free status of the transaction and the transaction qualifies as a
tax-free reorganization under Sections 368(a)(1)(D) and 355 of the
Internal Revenue Code of 1986;
. all required government approvals must be in effect;
. no legal restraints must exist preventing this distribution; and
. nothing must have happened in the intervening time between the initial
public offering and the distribution that makes the distribution harmful
to Hewlett-Packard or its stockholders.
Again, legal boiler plate. The IRS letter ruling is a formality. The only question about D-Day is whether it will be in about 6 months time (August), or by the 12/1/00 latest date in the S-1/A.
David T. |
