To: russet who wrote (213 ) 8/19/1999 4:08:00 PM From: Arcane Lore Read Replies (2) | Respond to of 415
From today's SEC Digest: ADMINISTRATIVE PROCEEDINGS INVOLVING MINI-TENDER OFFERS SETTLED AGAINST IG HOLDINGS AND PEACHTREE PARTNERS The Commission announced today that it has instituted cease and desist proceedings against IG Holdings, Inc. and Peachtree Partners. In these two enforcement actions, the SEC alleges that IG Holdings and Peachtree Partners engaged in improper conduct in connection with certain so-called mini-tender offers made by these entities during 1998 and 1999. Mini-tender offers are tender offers for less than 5% of a class of securities. These offers are not subject to the filing, disclosure and procedural requirements of Section 14(d) of the Exchange Act and Regulation 14D. However, all tender offers, including mini-tender offers, are subject to the antifraud provisions of the federal securities laws, including Section 14(e) of the Exchange Act and Regulation 14E. In the action against IG Holdings, the SEC alleges that, since approximately June 1998, IG Holdings has made more than 200 mini-tender offers that have had offering prices that were less than the prevailing market prices. The SEC alleges that the means used to disseminate these offers resulted in some shareholders not receiving material information about IG Holdings' mini-tender offers, including the calculation of the final price to be paid by IG Holdings and the fact that the offering price might not reflect the market price. In addition, shareholders were not always informed that they could not withdraw their tenders, nor were shareholders told that IG Holdings could revoke its offer at any time before completion of the offering. This information was material because a reasonable investor would consider it to be important in determining whether to tender. With respect to Peachtree Partners, the SEC alleges that, on July 5, 1998, Peachtree Partners made a tender offer that, if consummated, would have resulted in the firm owning more that 5% of the class of securities that was the subject of the offer. As a result, it was required to comply with the filing, disclosure and procedural requirements of Section 14(d) of the Exchange Act and Regulation 14D. It did not do so. The Commission found that IG Holdings violated Section 14(e) of the Exchange Act and that Peachtree Partners violated Section 14(d) of the Exchange Act and Regulation 14D. Without admitting or denying the allegations in the Orders, IG Holdings and Peachtree Partners have each consented to cease and desist from committing or causing violations of the federal securities laws. For more information on mini-tender offers, please read "Mini-Tender Offers: Beware of Offers to Buy Your Securities at Below Market Prices," which is posted on the SEC's internet web site (www.sec.gov) under the heading Search Key Topics. (In the Matter of IG Holdings, Inc. - Rel. 34-41759, File No. 3-9980); (In the Matter of Peachtree Partners - Rel. 34-41760, File No. 3-9981); (Press Rel. 99-101)sec.gov