AMENDMENT AND SUPPLEMENT to the OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of 3PAR INC. at $24.30 Net Per Share by DELL TRINITY HOLDINGS CORP. an indirect, wholly-owned subsidiary of DELL INC.
Table of Contents
Exhibit (a)(1)(F)
AMENDMENT
AND SUPPLEMENT
to the
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
3PAR INC.
at
$24.30 Net Per Share
by
DELL TRINITY HOLDINGS CORP.
an indirect, wholly-owned subsidiary of
DELL INC.
to the
OFFER TO PURCHASE FOR CASH
All Outstanding Shares of Common Stock
of
3PAR INC.
at
$24.30 Net Per Share
by
DELL TRINITY HOLDINGS CORP.
an indirect, wholly-owned subsidiary of
DELL INC.
THE OFFER AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY,
SEPTEMBER 20, 2010, UNLESS THE OFFER IS EXTENDED.
Dell Trinity Holdings Corp., a Delaware corporation (the
“Purchaser”) and an indirect, wholly-owned subsidiary
of Dell Inc., a Delaware corporation (“Dell”), is
offering to purchase all of the outstanding shares of Common
Stock, par value $0.001 per share (the “Shares”), of
3PAR Inc., a Delaware corporation (“3PAR”), at a
purchase price of $24.30 per Share, net to the seller in cash
(the “Offer Price”), without interest thereon and
subject to reduction for any federal
back-up
withholding or other taxes, upon the terms and subject to the
conditions set forth in the (i) Offer to Purchase dated
August 23, 2010 (the “Offer to Purchase”) and
this amendment and supplement to the Offer to Purchase (this
“Supplement”) and (ii) related (blue) letter of
transmittal that accompanied the Offer to Purchase or related
(green) revised letter of transmittal that is accompanying this
Supplement (either, the “Letter of Transmittal”)
(which, together with the Offer to Purchase and this Supplement,
each as may be amended or supplemented from time to time,
collectively constitute the “Offer”).
The Offer is being made pursuant to an Agreement and Plan of
Merger, dated as of August 15, 2010, as amended by the
Amendment to the Agreement and Plan of Merger, dated as of
August 26, 2010 (as it may be further amended, supplemented
or otherwise modified from time to time, the “Merger
Agreement”), by and among Dell, the Purchaser and 3PAR. The
3PAR Board of Directors has (i) determined that the
Merger Agreement and the transactions contemplated thereby,
including the Offer and the Merger, are advisable and in the
best interests of and are fair to 3PAR and 3PAR’s
stockholders and (ii) approved and authorized the Merger
Agreement and the transactions contemplated thereby, including
the Offer and the Merger. The 3PAR Board of Directors
recommends that 3PAR’s stockholders accept the Offer,
tender their Shares pursuant to the Offer and (to the extent
necessary) adopt the Merger Agreement.
This Supplement, the Offer to Purchase and the related Letter of
Transmittal contain important information that should be read
carefully before deciding whether to tender your Shares in the
Offer.
August 26, 2010
Table of Contents
IMPORTANT
If you wish to tender all or a portion of your Shares in the
Offer, you must either (i) complete and sign either the
original (blue) or revised (green) Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in such
Letter of Transmittal and mail or deliver the Letter of
Transmittal and all other required documents to BNY Mellon
Shareowner Services, which is the depositary for the offer (the
“Depositary”), together with certificates representing
the Shares tendered or follow the procedure for book-entry
transfer set forth in Section 3 —
“Procedures for Accepting the Offer and Tendering
Shares” of the Offer to Purchase and as amended and
supplemented by this Supplement or (ii) request your
broker, dealer, commercial bank, trust company or other nominee
to effect the transaction for you. If you hold Shares in the
name of a broker, dealer, commercial bank, trust company or
other nominee, you must contact that institution in order to
tender your Shares.
If you wish to tender Shares and cannot deliver certificates
representing such Shares and all other required documents to the
Depositary on or prior to the Expiration Date or you cannot
comply with the procedures for book-entry transfer on a timely
basis, you may tender your Shares by following the guaranteed
delivery procedures described in Section 3 —
“Procedures for Accepting the Offer and Tendering
Shares” of the Offer to Purchase and as amended and
supplemented by this Supplement.
Although the original (blue) Letter of Transmittal and the
original Notice of Guaranteed Delivery previously circulated
with the Offer to Purchase refer only to the Offer to Purchase
and not this Supplement, stockholders using such documents to
tender their Shares will nevertheless be deemed to be tendering
pursuant to the Offer and will receive the increased Offer Price
described in this Supplement. Shares previously validly tendered
and not withdrawn constitute valid tenders for purposes of the
Offer and stockholders are not required to take any further
action with respect to such tendered Shares in order to receive
the increased Offer Price of $24.30 per Share.
Questions and requests for assistance should be directed to X.X.
Xxxx & Co., Inc., which is the information agent for
the Offer (the “Information Agent”) at the address and
telephone numbers set forth on the back cover of the Offer to
Purchase and this Supplement. Additional copies of this
Supplement and the Offer to Purchase, the related Letter of
Transmittal, the related Notice of Guaranteed Delivery and any
other materials related to the Offer may also be obtained at our
expense from the Information Agent. Additionally, copies of this
Supplement and the Offer to Purchase, the related Letter of
Transmittal, the related Notice of Guaranteed Delivery and any
other materials related to the Offer may be found at
xxxx://xxx.xxx.xxx.
This Supplement should be read in conjunction with the Offer to
Purchase. Except as otherwise set forth in this Supplement and
related revised (green) Letter of Transmittal, the terms and
conditions previously set forth in the Offer to Purchase and the
related (blue) Letter of Transmittal remain applicable in all
respects to the Offer. Unless the context requires otherwise,
all capitalized terms used but not defined in this Supplement
have the meanings ascribed to them in the Offer to Purchase.
TABLE OF
CONTENTS
Table of Contents
SUMMARY
TERM SHEET
Pursuant to the Agreement and Plan of Merger, dated as of
August 15, 2010, as amended by the Amendment to the
Agreement and Plan of Merger, dated as of August 26, 2010
(the “Merger Agreement Amendment”) (as it may be
further amended, supplemented or otherwise modified from time to
time, the “Merger Agreement”), by and among Dell Inc.,
a Delaware corporation, Dell Trinity Holdings Corp., a Delaware
corporation and an indirect, wholly-owned subsidiary of Dell,
and 3PAR Inc., a Delaware corporation, the Purchaser is
amending its offer to purchase all of the outstanding Shares of
3PAR’s Common Stock to increase the offer price to $24.30
per Share, net to the seller in cash, without interest thereon
and subject to reduction for any federal
back-up
withholding or other taxes. We refer to this amount as the
“Offer Price.”
Unless the context indicates otherwise, in this Supplement, we
use the terms “us,” “we” and “our”
to refer to Dell Trinity Holdings Corp. and, where appropriate,
Dell Inc. We use the term “Dell” to refer to Dell Inc.
alone, or where appropriate, to Dell and its subsidiaries other
than Dell Trinity Holdings Corp., the term “Purchaser”
to refer to Dell Trinity Holdings Corp. alone, and the terms
“3PAR” or the “Company” to refer to
3PAR Inc.
The following are some of the questions you, as a stockholder of
3PAR, may have about the amendments and answers to those
questions. We urge you to read carefully the remainder of this
Supplement, the Offer to Purchase dated August 23, 2010,
and the accompanying revised (green) Letter of Transmittal in
their entirety because the information in this Summary Term
Sheet is not complete and additional important information is
contained therein. The following Summary Term Sheet amends and
supplements the section entitled “Summary Term Sheet”
in the Offer to Purchase.
How have
you amended the Offer?
On August 26, 2010, Purchaser, Dell and 3PAR entered into
the Merger Agreement Amendment. Pursuant to the Merger Agreement
Amendment, we are amending our tender offer to increase the
Offer Price from $18.00 per Share to $24.30 per Share, net to
the seller in cash, without interest thereon and subject to
reduction for any federal
back-up
withholding or other taxes.
If I
already tendered my Shares in the original offer, do I have to
do anything new?
No. 3PAR stockholders do not have to take any action regarding
any Shares previously validly tendered and not withdrawn. If the
Offer is completed, these Shares will be accepted for payment
and such stockholder will receive the increased Offer Price of
$24.30 per Share, net to the seller in cash, without interest
thereon and subject to reduction for any federal
back-up
withholding or other taxes.
Does
3PAR’s Board of Directors recommend that I tender my Shares
in connection with the amended Offer?
Yes. The 3PAR Board of Directors has (i) determined
that the Merger Agreement and the transactions contemplated
thereby, including the Offer and the Merger, are advisable and
in the best interests of and are fair to 3PAR and 3PAR’s
stockholders and (ii) approved and authorized the Merger
Agreement and the transactions contemplated thereby, including
the Offer and the Merger. The 3PAR Board of Directors
recommends that 3PAR’s stockholders accept the Offer,
tender their Shares pursuant to the Offer and (to the extent
necessary) adopt the Merger Agreement.
Has the
expiration date of the Offer been changed?
No. The expiration date of the amended Offer remains at 12:00
midnight, New York City time, on Monday, September 20,
2010, unless the Offer is extended in accordance with the Merger
Agreement.
Whom
should I call if I have questions about the Offer?
You may call X.X. Xxxx & Co., Inc., which is the
information agent for the Offer (the “Information
Agent”) at the telephone numbers set forth on the back
cover of this Supplement or the Offer to Purchase for additional
information.
S-i
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To the Holders of Shares of
Common Stock of 3PAR Inc.:
INTRODUCTION
The following information (this “Supplement”) amends
and supplements the Offer to Purchase dated August 23, 2010
(as it may be further amended or supplemented from time to time,
the “Offer to Purchase”), of Dell Trinity Holdings
Corp., a Delaware corporation (the “Purchaser”) and an
indirect, wholly-owned subsidiary of Dell Inc., a Delaware
corporation (“Dell”) pursuant to which Purchaser is
offering to purchase for cash all outstanding shares of Common
Stock, par value $0.001 per share (the “Shares”), of
3PAR Inc., a Delaware corporation (“3PAR” or the
“Company”), at a price of $24.30 per Share, net to the
seller in cash (the “Offer Price”), without interest
thereon and subject to reduction for any federal
back-up
withholding or other taxes, upon the terms and subject to the
conditions set forth in this Supplement and the related revised
(green) Letter of Transmittal and the Offer to Purchase and the
related original (blue) Letter of Transmittal (which, together
with the Offer to Purchase and Supplement, as each may be
amended or supplemented from time to time, collectively
constitute the “Offer”). Capitalized terms used and
not otherwise defined herein shall have the same meanings
assigned to such terms in the Offer to Purchase.
This Supplement should be read in conjunction with the Offer to
Purchase. Except as otherwise set forth in this Supplement and
the related revised (green) Letter of Transmittal, the terms and
conditions previously set forth in the Offer to Purchase and
related (blue) Letter of Transmittal remain applicable in all
respects to the Offer.
Procedures for tendering Shares are set forth in Section 3
of the Offer to Purchase, as supplemented by Section 2 of
this Supplement. Tendering stockholders may continue to use the
original (blue) Letter of Transmittal and the original Notice of
Guaranteed Delivery previously circulated with the Offer to
Purchase, or they may use the revised (green) Letter of
Transmittal and the revised Notice of Guaranteed Delivery
circulated with this Supplement.
SHARES PREVIOUSLY VALIDLY TENDERED PURSUANT TO THE OFFER TO
PURCHASE AND THE RELATED LETTER OF TRANSMITTAL AND NOT WITHDRAWN
CONSTITUTE VALID TENDERS FOR PURPOSES OF THE OFFER. STOCKHOLDERS
WHO HAVE VALIDLY TENDERED AND NOT WITHDRAWN THEIR SHARES ARE NOT
REQUIRED TO TAKE ANY FURTHER ACTION WITH RESPECT TO SUCH SHARES
IN ORDER TO RECEIVE THE INCREASED OFFER PRICE OF $24.30 PER
SHARE IF SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY THE
PURCHASER PURSUANT TO THE OFFER, EXCEPT AS MAY BE REQUIRED BY
THE GUARANTEED DELIVERY PROCEDURE IF SUCH PROCEDURE WAS
UTILIZED.
This Supplement, the Offer to Purchase and the related Letter of
Transmittal contain important information that should be read
carefully before any decision is made with respect to the Offer.
THE
TENDER OFFER
| 1. | Terms of the Offer. |
Section 1
of the Offer to Purchase is hereby amended and supplemented as
follows:
The Purchaser has increased the price per Share to be paid in
the Offer to $24.30 per Share, net to the seller in cash,
without interest thereon and subject to reduction for any
federal
back-up
withholding or other taxes, from the original offer price of
$18.00 per Share.
Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of such extension or amendment), we will accept for
payment and pay for all Shares (including Shares validly
tendered and not withdrawn prior to the date of this Supplement)
validly tendered prior to the Expiration Date and not properly
withdrawn as set forth under Section 4 —
“Withdrawal Rights” of the Offer to Purchase.
1
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| 2. | Procedures for Accepting the Offer and Tendering Shares. |
Section 3
of the Offer to Purchase is hereby amended and supplemented as
follows:
Stockholders tendering their Shares may continue to use
(i) the original (blue) Letter of Transmittal previously
circulated with the Offer to Purchase or (ii) the revised
(green) Letter of Transmittal circulated with this Supplement.
Stockholders tendering their Shares according to the guaranteed
delivery procedures set forth in Section 3 of the Offer to
Purchase may do so using (i) the Notice of Guaranteed
Delivery previously circulated with the Offer to Purchase or
(ii) the revised Notice of Guaranteed Delivery circulated
with this Supplement.
Although the original (blue) Letter of Transmittal and original
Notice of Guaranteed Delivery previously circulated refer only
to the Offer to Purchase (and an offer price of $18.00 per
Share), stockholders using such Letter of Transmittal and Notice
of Guaranteed Delivery to tender their Shares will nevertheless
be deemed to be tendering pursuant to the Offer and will receive
the increased Offer Price of $24.30 per Share, net to the seller
in cash, without interest thereon and subject to reduction for
any federal
back-up
withholding or other taxes, for each Share validly tendered and
not properly withdrawn pursuant to the Offer, subject to the
terms and conditions of the Offer.
Shares previously validly tendered pursuant to the original
(blue) Letters of Transmittal previously circulated with the
Offer to Purchase and not withdrawn constitute valid tenders for
purposes of the Offer. Stockholders who have validly tendered
and not withdrawn their Shares are not required to take any
further action with respect to such Shares in order to receive
the increased Offer Price of $24.30 per Share if Shares are
accepted for payment and paid for by Purchaser pursuant to the
Offer, except as may be required by the guaranteed delivery
procedure if such procedure was utilized.
| 3. | Price Range of Shares; Dividends. |
Section 6
of the Offer to Purchase is hereby amended and supplemented as
follows:
The following table sets forth for the indicated periods the
high and low
intra-day
prices of the Shares as reported by the NYSE:
|
Common Stock |
||||||||
| Price | ||||||||
|
Fiscal Period
|
High | Low | ||||||
|
Fiscal Year ending March 31, 2011
|
||||||||
|
First Quarter:
|
$ | 11.00 | $ | 8.65 | ||||
|
Second Quarter (through August 25, 2010):
|
$ | 26.84 | $ | 9.02 | ||||
On August 25, 2010, the last full day of trading before the
public announcement of the terms of the Merger Agreement
Amendment, the reported closing price of the Shares on the NYSE
was $26.76 per Share. Stockholders are urged to obtain current
market quotations for the Shares.
| 4. | Source and Amount of Funds. |
Section 9
of the Offer to Purchase is hereby amended and supplemented as
follows:
The Purchaser estimates that it will need approximately
$1.54 billion to purchase all of the Shares pursuant to the
Offer and the Merger and pay all related fees and expenses.
| 5. | Background of the Offer. |
Section 10
of the Offer to Purchase is hereby amended and supplemented as
follows:
On August 23, 2010, Hewlett-Packard Company
(“HP”) announced an unsolicited proposal to acquire
3PAR for $24.00 per share in cash pursuant to a tender offer
followed by a merger. Xxxxx X. Xxxxxxx, the Executive Vice
President and Chief Strategy and Technology Officer of HP, sent
a letter to Xxxxx Xxxxx, the President and Chief Executive
Officer of 3PAR that same day regarding the proposed acquisition
(the “HP Proposal”). Xx. Xxxxxxx’x letter
indicated that HP’s
2
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Proposal had been approved by the board of directors of HP, that
it was not subject to any financing contingencies and that HP
believed it could complete the transaction before the end of the
calendar year. Xx. Xxxxxxx’x letter also enclosed a
proposed merger agreement between HP and 3PAR, which was
substantially the same as the merger agreement between 3PAR and
Dell except that it did not contain any termination or other
break-up fee
provisions.
Later the same day, Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx,
P.C., legal adviser to 3PAR (“Xxxxxx Xxxxxxx”), sent a
letter to Xxxxx Xxxxxx, assistant secretary of Dell, notifying
Dell of the HP Proposal. Among other things, the letter stated
that 3PAR’s Board of Directors had determined in good
faith, after consultation with Xxxxxx Xxxxxxx and Qatalyst
Partners LP, financial adviser to 3PAR (“Qatalyst”),
that the HP Proposal was reasonably likely to lead to a Superior
Proposal (as defined in the Merger Agreement) and failure to
engage in discussions with HP and to furnish HP with non-public
information relating to 3PAR would be a breach of its fiduciary
duties to the 3PAR stockholders.
On August 24, 2010, Xxxxxxx X. Xxxx, the Chairman of the
Board and Chief Executive Officer of Dell, and Xx. Xxxxx
had two telephone conferences on which they discussed
integration planning and also the terms of the HP Proposal.
On August 25, 2010, representatives of Qatalyst contacted
representatives of Credit Suisse Securities (USA) LLC, financial
adviser to Dell (“Credit Suisse”), to notify Dell of
the determinations made by the 3PAR Board of Directors at a
special meeting of the 3PAR Board of Directors held on
August 25, 2010 that the HP Proposal was a Superior
Proposal under the Merger Agreement.
In response to this notification, representatives of Credit
Suisse informed Qatalyst that Dell would be submitting
momentarily a proposal to (i) increase the Offer Price (as
that term is defined in the Merger Agreement) being offered by
Dell in its Offer to acquire 3PAR Shares from $18.00 per
Share to $24.30 per Share, and (ii) increase the
Termination Fee (as that term is defined in the Merger
Agreement) payable by 3PAR from $53.5 million to
$72.0 million (which amount would represent 4.17% of the
fully diluted equity value of the transaction). Following this
conversation, Mr. Dell and Xxxx Xxxxxxx, the Senior Vice
President of Corporate Strategy of Dell, separately contacted
Xx. Xxxxx to formally deliver Dell’s proposal. Dell
subsequently delivered its proposal in writing, and
representatives of Debevoise & Xxxxxxxx LLP, legal
adviser to Dell, subsequently transmitted to representatives of
Xxxxxx Xxxxxxx a draft amendment to the Merger Agreement
reflecting Dell’s proposal (the “Merger Agreement
Amendment”).
On August 26, 2010, Xx. Xxxxx contacted Mr. Dell
to convey that the 3PAR Board of Directors
(i) determined that, at a second special meeting of the
3PAR Board of Directors, Dell’s Offer (as amended by the
Merger Agreement Amendment) was in the best interests of 3PAR
and its stockholders, and declared it advisable, to enter into
the Merger Agreement Amendment, (ii) approved the execution
and delivery of the Merger Agreement Amendment, and
(iii) resolved to recommend that the holders of Shares
accept the Offer (as amended by the Merger Agreement Amendment),
tender their Shares to Purchaser pursuant to the Offer (as
amended by the Merger Agreement Amendment) and, if required by
the applicable provisions of Delaware law, adopt the Merger
Agreement (as amended by the Merger Agreement Amendment).
Dell and 3PAR subsequently executed and delivered the Merger
Agreement Amendment on August 26, 2010. On August 26,
2010, before the U.S. stock markets opened, Dell announced
the entry into the Merger Agreement Amendment, a copy of which
is filed herewith as Exhibit (a)(5)(C) and incorporated herein
by reference, and 3PAR separately announced the entry into the
Merger Agreement Amendment.
| 6. | The Transaction Agreements — The Merger Agreement. |
Section 11
of the Offer to Purchase is hereby amended and supplemented as
follows:
In connection with an amendment to the Merger Agreement on
August 26, 2010 (the “Merger Agreement
Amendment”):
(1) The offer price to be paid in the Offer, upon the terms
and subject to the conditions set forth in the Merger Agreement,
Merger Agreement Amendment, Offer to Purchase and related Letter
of Transmittal, is increased from
3
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$18.00 per Share to $24.30 per Share, net to the seller in cash,
without interest thereon and subject to reduction for any
federal
back-up
withholding or other taxes; and
(2) The amount of the Termination Fee is increased from
$53,500,000 to $72,000,000.
| 7. | The Transaction Agreements — Employment Arrangements. |
The
chart set forth in Section 11 of the Offer to Purchase
under the heading “Employment Arrangements” and the
subheading “Converted 3PAR Restricted Stock Units and
3PAR Stock Options” is hereby amended and supplemented
to reflect the increase in the Offer Price to be paid in the
Offer from $18.00 per Share to $24.30 per Share:
|
Intrinsic Value |
||||
|
Name
|
($) | |||
|
Xxxxx Xxxxx
|
2,557,500 | |||
|
Xxxxx Xxxx
|
2,363,950 | |||
|
Xxxxxx Xxxxx
|
3,596,819 | |||
|
Xxxxx Xxxxx
|
2,741,681 | |||
|
Xxxx Xxxxx
|
3,055,106 | |||
|
Xxxxxxxx Xxxxxxxx
|
2,563,875 | |||
|
Xxxxx Xxxxx
|
8,281,980 | |||
|
Xxxxxxxx Xxxxx
|
2,875,725 | |||
|
Xxxxx Xxxxxxx
|
3,092,333 | |||
|
Xxxxx Xxxxxx
|
3,535,800 | |||
|
Xxxxx Xxxxxxx
|
3,516,300 | |||
|
Xxxxxxx Xxxxxx
|
3,804,325 | |||
| 8. | Miscellaneous. |
The
discussion set forth in Section 19 of the Offer to Purchase
is hereby amended and supplemented as follows:
Dell and the Purchaser have filed with the SEC an amended Tender
Offer Statement on Schedule TO pursuant to
rule 14d-3
under the Exchange Act, together with exhibits, furnishing
certain additional information with respect to the Offer, and
may file amendments thereto. In addition, 3PAR will file with
the SEC an amended
Schedule 14D-9,
together with exhibits, pursuant to
Rule 14d-9
under the Exchange Act, furnishing certain additional
information relating to the recommendation of the 3PAR Board of
Directors.
Except as modified by this Supplement and any amendments to the
Schedule TO, the terms and conditions set forth in the
Offer to Purchase remain applicable in all respects to the
Offer, and this Supplement should be read in conjunction with
the Offer to Purchase and the revised (green) Letter of
Transmittal.
Dell Trinity Holdings Corp.
August 26, 2010
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| The Depositary for the Offer is | ||||
|
BNY MELLON SHAREOWNER SERVICES
|
||||
|
If delivering by mail:
BNY Mellon Shareowner Services Corporate Action Division P.O. Box 3301 South Hackensack, NJ 07606 |
By Overnight Courier:
BNY Mellon Shareowner Services Corporate Action Division 27th Floor 480 Xxxxxxxxxx Xxxx. Xersey City, NJ 07310 |
If delivering by hand or courier:
BNY Mellon Shareowner Services Corporate Action Division 27th Floor 480 Xxxxxxxxxx Xxxx. Xersey City, NJ 07310 |
||
|
By Facsimile Transmission:
(For Eligible Institutions Only) (000) 000-0000 |
||||
|
To Confirm Facsimile Transmissions:
(000) 000-0000 (For Confirmation Only) |
||||
Questions or requests for assistance may be directed to the
Information Agent at the address and telephone numbers listed
below. Additional copies of this Offer to Purchase, the Letter
of Transmittal and the Notice of Guaranteed Delivery may also be
obtained from the Information Agent. Stockholders may also
contact their broker, dealer, commercial bank or trust company
for assistance concerning the Offer.
The
Information Agent for the Offer is:
X.X.
Xxxx & Co., Inc.
48 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xanks and Brokers call collect: (000) 000-0000
All others call toll-free: (000) 000-0000
Email: 0Xxx@xxxxxx.xxx
48 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xanks and Brokers call collect: (000) 000-0000
All others call toll-free: (000) 000-0000
Email: 0Xxx@xxxxxx.xxx
