4//SEC Filing
CHURCHILL ACQUISITION CORP 4
Accession 0001181431-03-025169
CIK 0000225261other
Filed
Sep 30, 8:00 PM ET
Accepted
Oct 1, 9:49 PM ET
Size
10.5 KB
Accession
0001181431-03-025169
Insider Transaction Report
Form 4
FLEXSTEEL INDUSTRIES INC
10% Owner
Transactions
- Other
Common Stock
2003-09-29$3.30/sh+12,916$42,623→ 4,012,338 total(indirect: By Churchill Acquisition Corp.) - Other
Common Stock
2003-09-30$3.30/sh+100$330→ 4,012,438 total(indirect: By Churchill Acquisition Corp.) - Other
Common Stock
2003-10-01$3.30/sh+321,515$1,061,000→ 0 total - Other
Common Stock
2003-10-01$3.30/sh+724,934$2,392,282→ 4,737,372 total(indirect: By Churchill Acquisition Corp.)
Footnotes (3)
- [F1]Pursuant to the Agreement and Plan of Merger, dated August 12, 2003 (the "Merger Agreement"), by and among Flexsteel Industries, Inc. ("Flexsteel"), Churchill Acquisition Corp. (the "Purchaser") and DMI Furniture, Inc. (the "Company"), the Purchaser, a wholly owned subsidiary of Flexsteel, commenced a tender offer on August 20, 2003 for all of the outstanding shares of common stock of the Company (the "Shares") at a price of $3.30 per Share in cash (the "Offer"). The initial offering period for the Offer expired at 12:00 midnight New York City time, Wednesday, September 17, 2003. Purchaser is providing a subsequent offering period, which commenced Thursday, September 18, 2003 and which expires at 5:00 p.m., New York City Time, on Wednesday, October 1, 2003. The reported acquisitions were made by acceptance by Purchaser of Shares tendered Pursuant to the Offer during the subsequent offering period.
- [F2]The acquired securities are owned directly by Purchaser and indirectly by Flexsteel as the sole shareholder of Purchaser.
- [F3]On October 1, 2003 at 7:00 p.m. EDT (the "Effective Time"), pursuant to the Merger Agreement, the merger of Purchaser with and into the Company was consummated. As a result of the Merger, as of the Effective Time, (a) all issued and outstanding Shares (other than Shares held by Flexsteel, the Purchaser or any other wholly owned subsidiary of Flexsteel or by the Company as treasury stock, which were canceled, and Shares held by stockholders of the Company, if any, who exercise their dissenters rights) were automatically converted into the right to receive $3.30 per share in cash, and (b) each issued and outstanding share of Purchaser was converted into one share of common stock of the Company. Flexsteel, the holder of all one hundred (100) issued and outstanding shares of common stock of Purchaser, thus became the owner of one hundred (100) shares of common stock of the Company, representing 100% of the issued and outstanding shares of common stock of the Company.
Documents
Issuer
DMI FURNITURE INC
CIK 0000225261
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001259043
Filing Metadata
- Form type
- 4
- Filed
- Sep 30, 8:00 PM ET
- Accepted
- Oct 1, 9:49 PM ET
- Size
- 10.5 KB