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To: chirodoc who wrote (1043)12/21/1997 1:29:00 PM
From: pat mudge  Read Replies (2) | Respond to of 8545
 
[SEC filing]

Chiro ---

The following indicates the company has or is planning to alter the number of voting shares outstanding, an act that will alter the voting status of certain shareholders:

<<<such Person would not otherwise be a 15% Stockholder but for a reduction in the number of outstanding Voting Shares resulting from a stock repurchase program or other similar plan of the Company or from a self-tender offer of the Company, which plan or tender offer commenced on or after the date hereof, provided, however, that the term "15% Stockholder" shall include such Person from and after the first date upon which (A) . . . .>>>

I read it to mean they'll be reducing the number of shares on which the 15% Stockholder category is based and since it will change the status of some who may not want to be 15% owners, they have to file with the SEC.

I'm just wondering which scenario might be involved. I can't imagine the company buying back shares at this stage of the game, so have to think it might be a self-tender offer.

Who can explain what this might entail? Would this be the same as a private placement? Someone taking an equity position? And if so this indicates the company isn't adding new shares to the float, but using those already available.

How does this work? These shares --- either repurchased or self-tendered --- are taken out of the number of "shares outstanding" for purposes of determing who's a 15% owner. What category do these shares fall in now? There are subtleties here I clearly don't understand.

I welcome any help anyone can give.

Thanks in advance.

Pat