SPECIAL FACTORS. BACKGROUND OF THE MERGERS The partnerships were formed from 1982 through 1991 under the sponsorship of various affiliated companies collectively known as Parkxx & Xarsxxx. Xx February 19, 1991, Parkxx & Xarsley's principal company converted from limited partnership form to corporate form and acquired most of the assets of five publicly-held oil and gas limited partnerships. The new corporation was called Parkxx & Xarsxxx Xxxroleum Company, and it owned the general partners of the partnerships. In early 1992, Parkxx & Xarsley Petroleum Company decided that it could not fully realize the benefits of the properties it had acquired while continuing to devote substantial resources to the sponsorship of and drilling for the partnerships. It stopped sponsoring public and private oil and gas development drilling and income partnerships and focused on its corporate development. In 1997, Parkxx & Xarsxxx Xxxroleum Company and MESA Inc. combined their businesses in a merger that created Pioneer Natural Resources Company. That same year, Pioneer combined many of its U.S. subsidiaries, including the general partners of the partnerships, into its main subsidiary, Pioneer USA. every time Pioneer or its predecessors considered such a transaction, it decided not to propose any transaction to the limited partners. The reasons Pioneer and its predecessors did not previously propose a transaction to the limited partners varied. In some early cases, they wanted to collect and fully distribute proceeds to the limited partners from litigation against an oilfield services company before trying to value the partnerships. In other cases, they wanted to avoid periods of volatility in oil and gas prices or in Pioneer's stock price. On several occasions, Pioneer was involved in other corporate transactions that could not be completed timely if a transaction with the partnerships was also pending. In early 1998, Pioneer was formulating a strategic plan to focus on its 25 core area oil and gas fields and to eliminate ancillary operations. Pioneer began discussions internally to consider a transaction involving the partnerships, including the basis for valuing the partnerships and whether the consideration should be Pioneer common stock, cash, or some combination of both. During the second quarter of 1998, Pioneer and Pioneer USA began to discuss the methods for valuing the partnerships. At that time, Pioneer USA engaged Saylxx & Xidji, A Professional Corporation based in Dallas, Texas, ...
SPECIAL FACTORS. BACKGROUND TO THE OFFER AND THE MERGER THE THERMO ELECTRON REORGANIZATION. On January 31, 2000, Thermo Electron announced that its Board of Directors had authorized its management to proceed with a major reorganization of the operations of Thermo Electron and its subsidiaries. As part of this reorganization, Thermo Electron has acquired the public minority interest in all of its subsidiaries that have minority investors, except for the Company, has spun off its separation technologies and fiber-based products business and its medical products business, and has divested a variety of non-core businesses. The purpose of the Offer and the Merger is to acquire the minority public interest in the Company as the last step in Thermo Electron's overall corporate reorganization and to permit the shareholders of the Company to receive cash for their shares without the risks of ongoing stock ownership in the Company. Following the Offer and the Merger, Thermo Electron plans to retain the Company as part of Thermo Electron's core Optical Technologies business. ACQUISITION OF THE COMPANY. On January 7, 1999, Thermo Instrument Systems Inc., then a majority-owned subsidiary of Thermo Electron ("Thermo Instrument"), announced that it would commence a tender offer for all of the outstanding shares of Spectra-Physics AB ("SPAB"), then a publicly traded company with its shares listed on the Stockholm Stock Exchange, and the parent company of the Company. On February 22, 1999, Thermo Instrument announced that all of the conditions of its offer had been satisfied and that the offer was then unconditional in all respects. As of February 22, 1999, Thermo Instrument had purchased and received acceptances for approximately 17.3 million, or approximately 98 percent, of all outstanding SPAB shares, at a price of 160 Swedish krona per share (approximately $20 per share). In March 2000, Thermo Instrument acquired the remaining outstanding shares of SPAB under the compulsory acquisition rules applicable to Swedish companies. At the time of its acquisition by Thermo Instrument, SPAB owned approximately 80% of the outstanding shares of the Company. By virtue of Thermo Instrument's acquisition of SPAB, Thermo Electron thereby became the ultimate beneficial owner of 80% of the Company. In June 2000, Thermo Instrument was merged directly into Thermo Electron. Section 203 of the Delaware General Corporation Law prohibits business combination transactions involving a Delaware corporation (such...
SPECIAL FACTORS. BACKGROUND OF THE MERGER During the first quarter of calendar 1998, management and the Instron Board began to actively consider the various alternatives by which Instron might enhance long-term shareholder value. In connection with its review, management and the Instron Board noted the limited public trading volume of the Instron Common Stock on AMEX, as evidenced by the fact that the average monthly trading volume on AMEX between July 1, 1997 and March 31, 1998 was approximately 138,500 shares. Moreover, they noted that the public float of the Instron Common Stock had never exceeded $100 million due in part to the significant ownership of shares held by the executive officers and directors of Instron (approximately 20%). Based on the foregoing, the Instron Board and management believed that the Instron Common Stock was an illiquid security and that this illiquidity had an adverse effect on the trading price of the Instron Common Stock. Accordingly, in the second calendar quarter of 1998, the Instron Board sought to engage a financial advisor to render advice to the Instron Board concerning options for all Instron stockholders to achieve greater liquidity and other alternatives which might enhance shareholder value. The Instron Board did not base any part of this decision on the liquidity concerns of any particular Instron stockholders, including without limitation, Georxx X. Xxxx xxx Haroxx Xxxxxxx xx any of the other executive officers or directors of Instron. On June 8, 1998, representatives of The Beacon Group met with Jamex X. XxXxxxxxx, xxe Chief Executive Officer and President of Instron, and Lintxx X. Xxxlding, the Chief Financial Officer of Instron, and discussed in general terms various alternatives pursuant to which Instron might enhance shareholder value and create options for increasing stockholder liquidity. The alternatives outlined by The Beacon Group included (i) acquiring strategic businesses or assets that would add to or strengthen Instron's core businesses, (ii) divesting or spinning off certain of Instron's non-core businesses, (iii) entering into joint ventures and strategic alliances and (iv) a potential sale of Instron. The Beacon Group also reviewed with Messrs. McCoxxxxx xxx Moulding the processes involved if the company were to pursue the various alternatives and the advisability and feasibility of pursuing a particular alternative. In addition to meeting with The Beacon Group, Messrs. McCoxxxxx xxx Moulding met with other inves...
SPECIAL FACTORS. Employees with seven (7) or more attendance points at the date of application for a job posting will be disqualified for their attendance record. APPENDIX II - Hershey Entertainment & Resorts Drug & Alcohol Policy Summary Hershey Entertainment & Resorts and Local 464 have agreed that substance abuse (drug, alcohol, and chemical abuse), when it occurs, presents a high level of danger to employee health, employee and guest safety, the well being of the Company, and can tragically destroy families, careers, and lives. However, the parties agree that substance abuse is a treatable illness and as such, early diagnosis and appropriate treatment will be encouraged. Hershey Entertainment & Resorts and Local 464 have jointly pledged to combat substance abuse and to adopt this policy, which provides for a drug-testing program to ensure a drug-free workplace. This policy also provides protection of an employee's right to privacy, assistance with substance abuse at the earliest possible opportunity and, if necessary, removal from the workforce if substance abuse is not corrected.
SPECIAL FACTORS. BACKGROUND OF THE MERGER; PURPOSE OF THE TRANSACTION The Partnership was formed in 1983. In that year 35,200 Units were offered to the public at a price of $1,000 per Unit. The Partnership initially owned four multi-family apartment complexes and a joint venture interest in a fifth project. In 1992, the Partnership sold one apartment complex as well as the joint venture. The proceeds from the sales were approximately $3.9 million and $16.0 million, respectively. In 1995, the Partnership sold another apartment complex for $6,436,505. The proceeds from these sales were used to retire the mortgage indebtedness on the properties sold, to purchase additional fixed assets and to pay accumulated operating expenses, and were not distributed to Unitholders. The General Partners believe that most Unitholders have held their investment in the Partnership for longer than their anticipated holding period. The term of the Partnership is currently scheduled to terminate on December 31, 2020, unless it is sooner dissolved or terminated as provided in the partnership agreement. While the Partnership currently provides investors with a $40 annual distribution, other investment opportunities may offer a rate of return that is as good or better than that offered by the Partnership. The Units are not listed or traded on an exchange or quoted on the National Association of Securities Dealers Automated Quotation System, and no active trading market in the Units has developed. At the time of the Unit offering, Unitholders may have anticipated holding their Units for approximately five years based upon the statement made in the prospectus for the offering that the General Partners anticipated that the Partnership would preserve and return the capital investment made by Unitholders, and increase Unitholders' equity in the Properties, upon the sale or refinancing of the Properties after an average holding period of five years. Because of the limited trading market for the Units, Unitholders who wish to sell Units may have difficulty doing so, and from time to time, the General Partners have been asked by Unitholders to provide a means of disposing of their Units at a fair price. In the spring of 1999, Xx. Xxxxxxx Xxxxx and individuals employed by the General Partners considered the possibility of acquiring the outstanding Units, thereby providing Unitholders with the opportunity to liquidate their investment in the Partnership for cash. Xx. Xxxxx contacted Xx. Xxxxx Xxxxx of The Ber...
SPECIAL FACTORS. ......................................... 9 THE TENDER OFFER............................................ 25 MATERIAL FEDERAL INCOME TAX CONSEQUENCES.................... 36 PRICE RANGE OF THE SHARES; DIVIDENDS........................ 37
SPECIAL FACTORS. 5 Section 1. Background of the Offer......................................5 Section 2. Determination of Offer Price and Fairness of the Offer.......6
SPECIAL FACTORS. 1 1. Background of the Transaction -- Memorandum of Understanding and Tender Agreement ..................................................................... 1 2. Purpose and Effects of the Offer -- Operations Following Consummation of the Offer and Interests of SKR and Others in the Transaction ..................... 3 3. Certain Information Concerning the Purchaser and its Affiliates ............... 4 4. Certain Information Concerning the Company .................................... 5 5. Effect of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration; Status as Real Estate Investment Trust ..................... 6 6. Certain Federal Income Tax Consequences to Stockholders ........................ 7 7.
SPECIAL FACTORS. 18 Purpose and Effects of the Merger......................... 18 Reasons for the Merger; Fairness of the Merger............ 19
SPECIAL FACTORS. ................................................ 12 1. Fairness of the Offer and the Merger........................ 12 2. Purpose, Structure, Alternatives and Effects; Plans for OpticNet.................................................... 13 3. Certain United States Federal Income Tax Consequences....... 14 THE TENDER OFFER................................................... 15 4. Terms of the Offer.......................................... 15 5. Procedures for Tendering Shares of OpticNet Common Stock in the Offer................................................... 17 6. Withdrawal Rights........................................... 21 7. Acceptance for Payment and Payment for Shares of OpticNet Common Stock................................................ 21 8. Trading Market and Price of Shares of OpticNet Common Stock....................................................... 23 9. Effect of the Offer on the Market for OpticNet Common Stock; Exchange Act Registration of OpticNet Common Stock.......... 23 10. Certain Information Concerning OpticNet..................... 24 11. Certain Information Concerning the Purchaser and BEI........ 25 12. Source and Amount of Funds.................................. 26 13. Background of the Offer..................................... 27 14. The Merger Agreement........................................ 30 15. Certain Conditions to the Offer............................. 39 16.
