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Tuesday, February 22, 2000 |
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Williams Act Reports
Unit of AT&T to Expand Media Empire
Liberty Media, a wholly-owned subsidiary of AT&T Corp., has entered into a merger agreement providing for the merger of a wholly-owned subsidiary of AT&T into Todd-AO. Todd-AO will survive the merger, with AT&T acquiring approximately 60% of the equity of the issuer and approximately 94% of the outstanding voting power, and such equity will subsequently be contributed by AT&T to Liberty. The consideration for the merger, approximately $124,648,057, is in the form of AT&T's Class A Liberty Media Group common shares. The purpose of the merger is for Liberty to obtain a controlling interest in the issuer. Liberty Media is also a party to separate merger agreements whereby Liberty will acquire 100% of Four Media Co. common shares and a controlling interest in SounDelux Entertainment Group, Inc. Following these acquisitions, the assets and operations now owned and operated by Four Media, SounDelux and Todd-AO will be consolidated within Todd-AO, which will change its name to Liberty Livewire, Inc. Ridgewood Hotels to Manage Resort for Fountainhead Development
Ridgewood Hotels entered into a management agreement with Fountainhead Development, pursuant to which Fountainhead retained Ridgewood to perform management services at Chateau Elan Winery and Resort, one of Fountainhead's properties, for a period of five years. Fountainhead has agreed to pay Ridgewood a base management fee equal to 2% of the property's gross revenues, plus an annual incentive management fee that will be determined based upon a calculation of the property's profitability during the previous fiscal year. In consideration of Fountainhead's entering into the management agreement and a payment of $10,000 by Fountainhead to Ridgewood, Ridgewood issued to Fountainhead one million common shares. Pursuant to the management agreement, Ridgewood agreed to expand the size of its board of directors from three to seven directors and to appoint four individuals designated by Fountainhead. El Paso Energy and Coastal to Merge in $16 Billion Deal
El Paso, the owner of North America's largest natural gas pipeline system, has agreed to acquire Coastal Corp. in a reverse triangular merger whereby Coastal will survive as a wholly-owned subsidiary of El Paso. Pursuant to the agreement and plan of merger dated January 17, each Coastal common share and Class A common share will be converted into 1.23 common shares of El Paso Energy. The outstanding convertible preferred shares of Coastal will be exchanged for El Paso common shares on the same basis as if the preferred shares had been converted into Coastal common shares immediately prior to the merger. Coastal and El Paso have each agreed to pay the other a $300 million termination fee if the merger agreement is terminated under certain circumstances. New SEC Schedule TO Used in Connection With $840 Million Tender Offer
Grupo Sanborns, a holding company with one of the leading retail brand portfolios in Mexico, offers to purchase all of the outstanding common shares and associated rights to purchase common shares of CompUSA at $10.10 per share. The offer is being made in connection with a merger agreement dated January 23 and is conditioned upon, among other things, enough shares being tendered to enable Grupo Sanborns to beneficially own at least two-thirds of the outstanding issuer shares. The offer, as the first step in the acquisition of issuer, is intended to facilitate the acquisition of the entire equity interest in CompUSA. The CompUSA board of directors has unanimously approved the merger agreement and recommends that shareholders tender their shares into the offer. Telefonos de Mexico, S.A. de C.V. has confirmed its commitment to make, at Grupo Sanborns' request, a capital contribution of up to $520 million to acquire CompUSA shares pursuant to the merger agreement. Grupo Sanborns expects to ally itself with strategic business partners to enhance the value of its investment in CompUSA, possibly including Microsoft Corp., SBC Communications and Prodigy Communications Corp. Management Proposes Leveraged Buy-Out of Transportation Technologies
Transportation Technologies Industries, Inc. ("TTII") and Transportation Acquisition I Corp. ("TAIC"), a privately-held company formed by an investor group led by certain executives of TTII, jointly offer to purchase all outstanding TTII common shares and associated preferred share purchase rights at $21.50 per share. Concurrently, TTII is also making tender offers and consent solicitations with respect to its senior subordinated notes. The offer is being made pursuant to a merger agreement between TTII and TAIC and is conditioned upon, among other things, sufficient funds being obtained by TAIC to purchase the shares and consummate the merger at a total amount estimated to be $465.2 million. If the merger takes place, TTII will no longer be publicly owned. Pursuant to the merger agreement, certain officers and directors of TTII will have the right to retain an equity interest in the company and will own 50% of the surviving corporation. TTII and TAIC have entered into commitment letters with investors pursuant to which, at the effective time of the merger, such investors will receive common shares of the surviving corporation representing 50% of the equity. TTII is a manufacturer of components for heavy-duty and medium-duty trucks and buses. |
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