4//SEC Filing
DAKOTA GROWERS PASTA CO INC 4
Accession 0001104659-10-025205
CIK 0001166347operating
Filed
May 3, 8:00 PM ET
Accepted
May 4, 4:05 PM ET
Size
11.8 KB
Accession
0001104659-10-025205
Insider Transaction Report
Form 4
TOKARZ MICHAEL T
Director
Transactions
- Disposition from Tender
Common Stock
2010-05-04$18.28/sh−2,081,195$38,044,245→ 0 total(indirect: See Footnote) - Conversion
Series F Convertible Preferred Stock
2010-05-03−1,065,000→ 0 total(indirect: See Footnote)→ Common Stock (1,065,000 underlying) - Conversion
Common Stock
2010-05-03+1,065,000→ 2,081,195 total(indirect: See Footnote)
Holdings
- 1,016,195(indirect: See Footnote)
Common Stock
Footnotes (3)
- [F1]Pursuant to the tender offer commenced under the Agreement and Plan of Merger, dated March 10, 2010, by and among, Agricore United Holdings, Inc., Bluebird Acquisition Corporation and the issuer (the "Merger Agreement"), all of the outstanding shares of the issuer's Common Stock (the "Common Shares") were exchanged into the right to receive $18.28 per Common Share and all of the outstanding shares of issuer's Series D Delivery Preferred Stock (the "Series D Shares") were exchanged into the right to receive $0.10 per Series D Share, in each case without interest and less any required withholding taxes.
- [F2]Pursuant to a Tender and Support Agreement, dated as of March 10, 2010, by and among MVC Capital, Inc. ("MVC Captial"), Agricore United Holdings Inc. and Bluebird Acquisition Corporation (the "Tender and Support Agreement"), MVC Capital agreed to, subject to the consummation of the tender offer contemplated by the Merger Agreement, convert all of the Series F Convertible Preferred Stock held by it into an equal number of Common Shares, which shares were tendered together with all other shares of Common Shares held by MVC Capital pursuant to the tender offer commenced under the Merger Agreement.
- [F3]The reported shares are directly owned by MVC Capital of which the reporting person is a stockholder, director and Chairman. The reporting person disclaims any beneficial ownership of the issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except to the extent of the reporting person's pecuniary interest therein.
Documents
Issuer
DAKOTA GROWERS PASTA CO INC
CIK 0001166347
Entity typeoperating
IncorporatedND
Related Parties
1- filerCIK 0001166347
Filing Metadata
- Form type
- 4
- Filed
- May 3, 8:00 PM ET
- Accepted
- May 4, 4:05 PM ET
- Size
- 11.8 KB