Message #11 From:
NewsBot Date: December 28, 2006 10:58:00 AM
DOLL News The Middleton Doll Company Announces Final Results of Self-Tender Offer
HARTLAND, Wis.--(BUSINESS WIRE)--The Middleton Doll Company (OTCBB:DOLL.OB) announced today the final
results of its tender offer to repurchase shares of its Adjustable Rate
Cumulative Preferred Stock, Series A, par value $0.01 per share
(preferred stock). The tender offer expired at 5:00 p.m., Eastern time,
on Tuesday, December 19, 2006 (expiration date).
Based on the final count by LaSalle Bank National Association, the
depositary for the tender offer, 348,538 shares of preferred stock were
properly tendered and not withdrawn. This number is in excess of the
246,154 shares the company had offered to purchase. The company has
elected to exercise its right to purchase up to an additional 13,483 of
the shares tendered in the offer. In the aggregate, the company will
purchase 259,574 shares of preferred stock (as adjusted to avoid
purchases of fractional shares) pursuant to the tender offer.
Pursuant to the tender offer, the company will first purchase shares of
preferred stock from all holders of “odd lots”
of less than 100 shares who properly tendered all of their shares before
the expiration date. The number of shares that will be purchased
pursuant to this odd lot priority is 14,781. The company will then
purchase shares of preferred stock from all other shareholders who
properly tendered their shares before the expiration date, on a pro rata
basis. Proration for each shareholder tendering shares, other than odd
lot holders, is based on the ratio of the aggregate number of shares of
preferred stock to be purchased pursuant to the tender offer other than
odd lot shares and prior to any adjustments to avoid purchases of
fractional shares (244,856 shares) to the aggregate number of shares of
preferred stock properly tendered by all shareholders other than odd lot
holders (333,757 shares). Based on the final count by the depositary,
the proration factor for the tender offer is 0.7336. All shares
purchased pursuant to the tender offer will be purchased at $16.25 per
share. The company expects that payment of all shares purchased will be
made on December 28, 2006.
The tender offer, which began on November 20, 2006, was conducted by the
company to redeem shares of preferred stock in advance of July 1, 2008,
when the company will be obligated to redeem all of its then outstanding
preferred stock. Under the terms of the tender offer, the company
offered to purchase up to 246,154 shares of its preferred stock at a
price of $16.25 per share (with the ability to purchase up to an
additional 2% of the outstanding shares, as desired). Based on the final
results, the value of the 259,574 shares to be purchased will be
$4,218,077.50. The final number of shares to be purchased represents
38.5 percent of the company’s 674,191 shares
of preferred stock outstanding on December 19, 2006.
Any questions with regard to the tender offer may be directed to
Georgeson Inc., the information agent, at 866-233-7772.
The company may, in the future, purchase additional shares of its
preferred stock, although the company and its affiliates are prohibited
from purchasing shares until at least ten business days after December
19, 2006.
The Middleton Doll Company currently operates in two segments, consumer
products and financial services. The company's consumer products segment
is comprised of Lee Middleton Original Dolls, Inc., a designer and
marketer of lifelike collectible and play dolls, and License Products,
Inc., a designer and marketer of clocks and home decor products that are
sold to major national retailers. The company's financial services
segment is comprised primarily of the lending and real estate leasing
business of its former subsidiary, Bando McGlocklin Small Business
Lending Corporation, now owned by Lee Middleton Original Dolls.
Beginning on January 4, 2006, the financial services segment began
selling substantially all of its loans, loan participations and leased
real estate properties. The company does not intend to continue in the
financial services segment after the financial services segment’s
assets are sold.
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.Forward-looking
statements, which may be based upon beliefs, expectations and
assumptions of the company’s management and
on information currently available to management, are generally
identifiable by the use of words such as “believe,”“expect,”“anticipate,”“plan,”“intend,”“estimate,”“may,”“will,”“would,”“could,”“should,”
or other similar expressions.Additionally, all statements in
this document, including forward-looking statements, speak only as of
the date they are made, and the company undertakes no obligation to
update any statement in light of new information or future events.A
number of factors, many of which are beyond the ability of the company
to control or predict, could cause actual results to differ materially
from those in its forward-looking statements.These factors
include: the proceeds to be generated upon the sale of real properties
of the financial services segment, which depends upon a variety of
factors, such as competition, real estate conditions, interest rates and
availability of tenants.
