Thus, the special valuation rules do not apply to a transfer of
common stock when the transferor retains
common stock.
The stock held by Amax's subsidiaries was changed into class A stock, as were 70 of the shares held by Amax; the remaining 250 shares previously held by Amax were converted into class B
common stock and sold by Amax to Mitsui Japan for $125 million in cash.
In addition, the two-thirds yield test seems to be biased against
common stock equivalence, since it compares the return of a relatively low-risk Aa-rated corporate bond with that of a given company's convertible security that may be riskier because of the company's credit standing.
Prior to a 20% acquisition of the
common stock, the Rights can be redeemed for $.
Pursuant to the transaction, stockholders of record holding fewer than 200 shares of the Company's
common stock immediately before the transaction will have such shares aggregated, converted into the right to receive a cash payment of $2.
The premium (5% in Wallace) multiplied by the company's value would be divided by the shares of voting
common stock and then added to the voting
common stock's share price otherwise determined.
IHI
common stock will be issued in exchange for such shares and mailed out on or about Sept.
A
common stock equivalent is a security that, because of the terms under which it was issued, is in substance the same as
common stock.
The Certificate of Designation for the Class B
Common Stock also provides that the Class B
Common Stock is entitled to 1/10 vote per share.
Under the provisions of the agreement and plan of merger providing for this acquisition, the number of shares of Mohawk
common stock to be issued is based on the weighted average of the sales price of all reported transactions in Mohawk
common stock on NASDAQ-NMS, excluding cancelled trades, during the 20-consecutive-trading-day period preceding the fifth full trading day prior to the closing date.
The Certificate of Designation for the Class B
Common Stock, Series 1, provides that the Class B
Common Stock, Series 1, was entitled, through September 4, 2006, to receive regular quarterly cash dividends that are at least 110% of any regular quarterly cash dividends that were paid on the Class A
Common Stock.
Prior to a 15 percent acquisition of the
common stock, the rights can be redeemed for $.
