To: Greg Hull who wrote (27232 ) 6/4/2000 1:53:00 AM From: Greg Hull Read Replies (1) | Respond to of 29386
KJ, I saw the Dissenters' appraisal rights on my cursory skim of the S-4. After you posted your quote I went back and read the section again. Here is some parts of interest: "Under Minnesota law, shareholders of Ancor have the right, by fully complying with the applicable provisions of sections 302A.471 and 302A.473, to dissent with respect to the merger and to receive from Ancor payment in cash of the "fair value" of their shares after the merger is completed. The term "fair value" means the value of the shares immediately before the effective date of the merger without any appreciation or depreciation in anticipation of the merger." snip "Voting against, abstaining from voting or failing to vote to approve the merger agreement does not constitute a demand for appraisal within the meaning of Minnesota law. Shareholders electing to exercise their dissenters' appraisal rights under Minnesota law must not vote for approval of the merger agreement." snip "After approval of the merger agreement by the shareholders at the special meeting, Ancor will send a written notice to each shareholder who delivered a written demand for dissenters' appraisal rights. The notice will contain the address to which the shareholder must send a demand for payment and the stock certificates in order to obtain payment and the date by which they must be received and other related information." snip "If the dissenting shareholder believes that the amount remitted by Ancor is less than the fair value of such holder's shares plus interest, the shareholder may mail or deliver written notice to Ancor of such holder's own estimate of the fair value of the shares, plus interest, within 30 days after the mailing date of the remittance and demand payment of the difference." KJ, I now feel much different about the issue thanks to your motivation to check into the definition of dissent . I am now of the opinion that dissenting and voting against are not synonomous. To answer my own question in the first post: "Am I misreading the filing, am I being paranoid, or both?", the answer is BOTH Thanks for the help, Greg