Common use of PRICE RANGE OF THE SHARES; DIVIDENDS Clause in Contracts

PRICE RANGE OF THE SHARES; DIVIDENDS. According to the Company's 1996 Annual Report to Shareholders (the "1996 Annual Report"), as of March 3, 1997, there were 2,245,411 Shares issued and outstanding, owned by 1,131 shareholders of record. The Shares began trading on the National Association of Securities Dealers Automated Quotations (NASDAQ) System under the symbol "CEDR" on December 17, 1986. The following table sets forth, for the periods indicated, the reported over-the-counter prices for the Shares, all as reported in published financial sources. 1997 Quarter Ended High Low Close ------------- -------- -------- ------- March 31 .................. $4 3/4 $3 7/8 $4 5/8 June 30 ..................... 6 4 1/8 5 5/8 September 30 ............... 6 3/8 5 3/8 5 7/8 December 31 ............... 7 1/4 5 7/8 6 1/2 1996 Quarter Ended ------------- March 31 .................. $4 1/2 $4 $4 1/4 June 30 ..................... 4 1/2 3 7/8 3 7/8 September 30 ............... 4 1/2 3 3/4 4 December 31 ............... 4 1/2 3 5/8 4 1/4 According to the 1996 Annual Report, the Company is required to distribute at least 95% of its taxable income to continue to qualify as a "real estate investment trust" under the Code. In each of 1997 and 1996, the Company paid $0.40 per Share in cash dividends. While the Company expects to continue paying dividends to shareholders after the Offer is consummated, there is no assurance of future dividends, as such are dependent upon earnings, cash flow, the financial condition of the Company and other factors. On December 4, 1997 (the last full day of trading prior to the public announcement by the Company of the Purchaser's intention to make the Offer) and on January 9, 1998 (the last full day of trading prior to the commencement of the Offer) the reported closing prices on NASDAQ for the Shares were $6 1/8 and $6 11/16 per Share, respectively, according to published sources. Stockholders are urged to obtain a current market quotation for the Shares before deciding whether to tender any Shares.

Appears in 2 contracts

Samples: Cedar Bay Co, Cedar Bay Co

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PRICE RANGE OF THE SHARES; DIVIDENDS. According to the Company's 1996 Annual Report to Shareholders on Form 10-K for the fiscal year ended December 31, 1994 (the "1996 Annual ReportCompany Form 10-K"), as of March 3the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 19971995 (the "Company Form 10-Q") and information supplied to the Purchaser by the Company, there were 2,245,411 the Shares issued and outstanding, owned by 1,131 shareholders of recordare traded on NASDAQ/NMS under the trading symbol "AIHI". The Shares began trading Company has never paid or declared cash dividends on the National Association of Securities Dealers Automated Quotations (NASDAQ) System under the symbol "CEDR" on December 17, 1986Shares. The following table sets forth, for the periods indicated, the reported over-the-counter high and low closing bid prices for the Shares, all as reported in published financial sources. 1997 Quarter Ended High Low Close ------------- -------- -------- ------- March 31 .................. $4 3/4 $3 7/8 $4 5/8 June 30 ..................... 6 4 1/8 5 5/8 September 30 ............... 6 3/8 5 3/8 5 7/8 December 31 ............... 7 1/4 5 7/8 6 1/2 1996 Quarter Ended ------------- March 31 .................. $4 1/2 $4 $4 1/4 June 30 ..................... 4 1/2 3 7/8 3 7/8 September 30 ............... 4 1/2 3 3/4 4 December 31 ............... 4 1/2 3 5/8 4 1/4 According to the 1996 Annual Report, the Company is required to distribute at least 95% of its taxable income to continue to qualify as a "real estate investment trust" under the Code. In each of 1997 and 1996, the Company paid $0.40 per Share in cash dividendson the NASDAQ/NMS. While the Company expects to continue paying dividends to shareholders after the Offer is consummatedHIGH LOW 1993: First Quarter................................................ $20 5/8 $16 1/2 Second Quarter............................................... 27 3/4 20 3/8 Third Quarter................................................ 30 3/4 24 1/4 Fourth Quarter............................................... 30 1/2 23 3/4 1994: First Quarter................................................ $34 $28 Second Quarter............................................... 30 1/4 24 3/4 Third Quarter................................................ 29 22 1/2 Fourth Quarter............................................... 25 3/8 16 1/2 1995: First Quarter................................................ $22 $17 Second Quarter............................................... 27 1/8 19 1/2 Third Quarter (through July 19, there is no assurance of future dividends1995)........................ 33 1/8 26 3/4 On July 14, as such are dependent upon earnings1995, cash flow, the financial condition of the Company and other factors. On December 4, 1997 (the last full trading day of trading prior to before the public announcement by of the Company execution of the Merger Agreement and the Purchaser's intention to make acquire the Shares pursuant to the Offer) and , the closing bid per Share on January 9the NASDAQ/NMS was $32 1/4. On July 19, 1998 (1995, the last full trading day of trading prior to before the commencement of the Offer) , the reported closing prices bid per Share on NASDAQ for the Shares were NASDAQ/NMS was $6 33 1/8 and $6 11/16 per Share, respectively, according to published sources. Stockholders are urged to obtain a current market quotation for the Shares before deciding whether to tender any SharesSTOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.

Appears in 1 contract

Samples: Merger Agreement

PRICE RANGE OF THE SHARES; DIVIDENDS. According to the Company's 1996 Annual Report to Shareholders (the "1996 Annual Report"), as of March 3, 1997, there were 2,245,411 Shares issued and outstanding, owned by 1,131 shareholders of record. The Shares began trading on are traded through the Nasdaq National Association of Securities Dealers Automated Quotations (NASDAQ) System Market under the symbol "CEDR" on December 17, 1986TRON". The following table sets forth, for each of the periods fiscal quarters indicated, the high and low reported over-the-counter prices for the Shares, all as reported in published financial sources. 1997 Quarter Ended High Low Close ------------- -------- -------- ------- March 31 .................. $4 3/4 $3 7/8 $4 5/8 June 30 ..................... 6 4 1/8 5 5/8 September 30 ............... 6 3/8 5 3/8 5 7/8 December 31 ............... 7 1/4 5 7/8 6 1/2 1996 Quarter Ended ------------- March 31 .................. $4 1/2 $4 $4 1/4 June 30 ..................... 4 1/2 3 7/8 3 7/8 September 30 ............... 4 1/2 3 3/4 4 December 31 ............... 4 1/2 3 5/8 4 1/4 According to the 1996 Annual Report, the Company is required to distribute at least 95% of its taxable income to continue to qualify as a "real estate investment trust" under the Code. In each of 1997 and 1996, the Company paid $0.40 sales price per Share in cash dividendson the Nasdaq National Market. While the Company expects to continue paying dividends to shareholders after the Offer is consummated, there is no assurance of future dividends, as such are dependent upon earnings, cash flow, the financial condition of the Company and other factors. On HIGH LOW ----- ----- Fiscal Year Ended December 431, 1997 (First Quarter ended March 31, 1997........................ $6.25 $3.88 Second Quarter ended June 30, 1997........................ 5.38 3.50 Third Quarter ended September 30, 1997.................... 5.50 3.94 Fourth Quarter ended December 31, 1997.................... 5.88 4.13 Fiscal Year Ended December 31, 1998 First Quarter ended March 31, 1998........................ $6.88 $4.56 Second Quarter ended June 30, 1998........................ 6.88 5.00 Third Quarter ended September 30, 1998.................... 6.88 3.25 Fourth Quarter ended December 31, 1998.................... 4.88 2.50 Fiscal Year Ending December 31, 1999 First Quarter ended March 31, 1999........................ $4.63 $2.75 Second Quarter ended June 30, 1999........................ 4.94 3.38 Third Quarter through July 14, 1999....................... 5.38 4.50 On July 12, 1999, the last full trading day of trading prior to the public announcement by the Company of the Purchaser's intention to make execution of the Offer) and Merger Agreement, the last reported closing sales price of the Shares on January 9the Nasdaq National Market was $4.81 per Share. On July 14, 1998 (1999, the last full trading day of trading prior to the commencement of the Offer) , the last reported closing prices on NASDAQ for sales price of the Shares were on the Nasdaq National Market was $6 1/8 and $6 11/16 5.31 per Share, respectively, according to published sources. Stockholders Shareholders are urged to obtain a current market quotation for the Shares. The Company issued a $0.02 cash dividend each quarter from February 1997 through May 1998. In addition, under the terms of the Merger Agreement, the Company is not permitted to declare or pay dividends with respect to the Shares before deciding whether without the prior written consent of Parent; Parent does not intend to tender consent to any Sharessuch declaration or payment.

Appears in 1 contract

Samples: Fedders Corp /De

PRICE RANGE OF THE SHARES; DIVIDENDS. According to the Company's 1996 Annual Report to Shareholders (the "1996 Annual Report"), as of March 3, 1997, there were 2,245,411 Shares issued and outstanding, owned by 1,131 shareholders of record. The Shares began trading are listed and traded on the NASDAQ National Association of Securities Dealers Automated Quotations (NASDAQ) Market System under the symbol "CEDRKINN." on December 17, 1986. The Xhe following table sets forth, according to the Company's 1998 10-K, for the periods indicated, the reported over-the-counter high and low sales prices for the SharesShares on the NASDAQ. Information for 1999 was derived from published last reported sale prices. YEAR HIGH LOW 1997 First Quarter............................................. $6.00 $4.50 Second Quarter............................................ $6.25 $5.00 Third Quarter............................................. $7.75 $5.63 Fourth Quarter............................................ $8.25 $5.69 1998 First Quarter............................................. $7.00 $5.88 Second Quarter............................................ $7.00 $6.00 Third Quarter............................................. $6.50 $4.13 Fourth Quarter............................................ $4.75 $2.63 1999 First Quarter............................................. $5.75 $3.88 Second Quarter............................................ $5.03 $3.94 Third Quarter............................................. $4.50 $3.69 Fourth Quarter (through December 2, all as reported in published financial sources. 1997 Quarter Ended High Low Close ------------- -------- -------- ------- March 31 .................. 1999)................. $4 3/4 5.94 $3 7/8 $4 5/8 June 30 ..................... 6 4 1/8 5 5/8 September 30 ............... 6 3/8 5 3/8 5 7/8 December 31 ............... 7 1/4 5 7/8 6 1/2 1996 Quarter Ended ------------- March 31 .................. $4 1/2 $4 $4 1/4 June 30 ..................... 4 1/2 3 7/8 3 7/8 September 30 ............... 4 1/2 3 3/4 4 December 31 ............... 4 1/2 3 5/8 4 1/4 4.31 According to the 1996 Annual ReportCompany's 1998 10-K, the Company is required to distribute at least 95% of its taxable income to continue to qualify as does not currently pay a "real estate investment trust" under the Codedividend. In each of 1997 and 1996, the Company paid $0.40 per Share in cash dividends. While the Company expects to continue paying dividends to shareholders after the Offer is consummated, there is no assurance The payment of future dividends, as such are dependent upon earningsif any, cash flowrests within the discretion of the Company's Board of Directors. On November 1, 1999, the financial condition of the Company and other factors. On December 4, 1997 (the last full trading day of trading prior to the public announcement by date on which Stockwalk delivered its acquisition proposal to the Company Company's Board of the Purchaser's intention to make the Offer) and on January 9Directors, 1998 (the last full day of trading prior to reported sale price on the commencement of the Offer) the reported closing prices on NASDAQ NASDAQ/NMS for the Shares were was $6 1/8 5.00. The Offer represents a 50% premium over the closing price on November 1, 1999; a 73% premium over the closing price of $4.33 per share on October 13, 1999, which was the day on which Stockwalk first purchased the Company's Common Stock; and a 68% premium over the average daily closing price of $6 11/16 per Share, respectively, according to published sources. Stockholders are urged to obtain a current market quotation 4.46 for the Shares before deciding whether to tender any Sharesfirst three quarters of calendar year 1999. SHAREHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.

Appears in 1 contract

Samples: Sw Acquisition Inc

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PRICE RANGE OF THE SHARES; DIVIDENDS. According to the Company's 1996 Annual Report to Shareholders (the "1996 Annual Report"), as of March 3, 1997, there were 2,245,411 Shares issued and outstanding, owned by 1,131 shareholders of record. The Shares began trading are listed and traded principally on the Nasdaq National Association of Securities Dealers Automated Quotations (NASDAQ) Market System under the symbol "CEDRPJAM." on December 17As of June 30, 19862001, there were 4,323,648 Shares outstanding. The following table sets forth, for the periods indicated, the reported over-the-counter high and low sale prices for the SharesShares on Nasdaq, all as reported in published financial sources. 1997 Quarter Ended Fiscal Year Ending December 31, 1999 High Low Close ------------- ------------------------------------ ------ ------ First Quarter................................................. $23.50 $16.00 Second Quarter................................................ $25.00 $19.38 Third Quarter................................................. $25.63 $18.13 Fourth Quarter................................................ $21.63 $12.00 Fiscal Year Ending December 31, 2000 High Low ------------------------------------ ------ ------ First Quarter................................................. $16.50 $10.00 Second Quarter................................................ $11.88 $ 8.75 Third Quarter................................................. $13.63 $ 6.63 Fourth Quarter................................................ $ 8.31 $ 5.31 Fiscal Year Ending December 31, 2001 High Low ------------------------------------ ------ ------ First Quarter................................................. $ 8.00 $5.125 Second Quarter................................................ $ 8.50 $7.375 Third Quarter*................................................ $ 8.56 $ 8.50 -------- -------- ------- March 31 .................. $4 3/4 $3 7/8 $4 5/8 June 30 ..................... 6 4 1/8 5 5/8 September 30 ............... 6 3/8 5 3/8 5 7/8 December 31 ............... 7 1/4 5 7/8 6 1/2 1996 Quarter Ended ------------- March 31 .................. $4 1/2 $4 $4 1/4 June 30 ..................... 4 1/2 3 7/8 3 7/8 September 30 ............... 4 1/2 3 3/4 4 December 31 ............... 4 1/2 3 5/8 4 1/4 According to the 1996 Annual Report*Through July 19, the Company is required to distribute at least 95% of its taxable income to continue to qualify as a "real estate investment trust" under the Code. In each of 1997 and 1996, the Company paid $0.40 per Share in cash dividends. While the Company expects to continue paying dividends to shareholders after the Offer is consummated, there is no assurance of future dividends, as such are dependent upon earnings, cash flow, the financial condition of the Company and other factors2001. On December 4March 22, 1997 (2001, the last full day of trading prior to the public announcement by the Company of the Purchaser's intention to make initial proposal of the Offer) Purchaser and the public announcement of the execution of the Merger Agreement, the reported closing price on January 9Nasdaq for the Shares was $6.625 per Share. As of July 19, 1998 (2001, the last full day of trading prior to the commencement of the Offer) , the reported closing prices on NASDAQ for last sale price of the Shares were reported on Nasdaq had been $6 1/8 and $6 11/16 8.50 per ShareShare on July 11, respectively, according to published sources2001. Stockholders are urged to obtain a current market quotation for No trading activity in the Shares before deciding whether had been reported by Nasdaq since July 11, 2001. STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES. PJAM has not paid dividends on the Shares since its initial public offering in October 1996. Under the terms of the Merger Agreement, between the date of such agreement and the consummation of the Offer and the Merger, PJAM cannot (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, (ii) make any other actual, constructive or deemed distributions in respect of any shares of its capital stock or otherwise make any payments to tender stockholders in their capacity as such, or (iii) redeem, repurchase or otherwise acquire any SharesShares of capital stock of PJAM or any of its subsidiaries.

Appears in 1 contract

Samples: Pj Acquisition Corp

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