Berg Electronics Group, Inc. announces commencement of debt tender offer and solicitation of consents and Berg Electronics Corp. announces commencement of equity tender offer.ST. LOUIS--(BUSINESS WIRE)--Oct. 31, 1995--Berg Electronics Group, Inc. (the "Company") announced today that it has commenced a tender offer for all of its outstanding 11-3/8% Guaranteed Senior Subordinated Debentures subordinated debenture An unsecured bond with a claim to assets that is subordinate to all existing and future debt. Thus, in the event that the issuer encounters financial difficulties and must be liquidated, all other claims must be satisfied before Due 2003 (the "Debentures") and related solicitation of consents from holders of Debentures to proposed amendments to the indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing the Debentures. The Company is offering to purchase Debentures for a cash purchase price of $1,110 per $1,000 principal amount of Debentures plus accrued and unpaid interest up to but not including the expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. and will make consent payments in cash of $20 per $1,000 principal amount of Debentures as to which consents are delivered on or prior to the expiration of the consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with (for aggregate consideration of $1,130 per $1,000 principal amount of Debentures). The initial expiration date for the tender offer and consent solicitation is 12:00 midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on November 28, 1995. The Dealer Manager for the tender offer and consent solicitation is Donaldson, Lufkin & Jenrette Securities Corporation. Berg Electronics Corp., the Company's parent ("Berg"), announced today that it has commenced a tender offer for all of the outstanding shares of its Series E Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , par value $0.01 per share (the "Series E Preferred"). Berg is offering to purchase the Series E Preferred for a cash purchase price of $29.75 per share, net to the seller in cash, plus accrued and unpaid dividends Unpaid dividend A dividend declared by the directors of a corporation that has not yet been paid. unpaid dividend 1. A declared dividend that has not yet been paid. 2. See passed dividend. to but not including the expiration date. The initial expiration date for the tender offer is 12:00 midnight, New York City time, on November 28, 1995. The Dealer Manager for the tender offer is Donaldson, Lufkin & Jenrette Securities Corporation. The tender offers and consent solicitation are being made in connection with the Company's previously announced initial public offering of its common stock. The common stock offering and tender offers are part of a plan being pursued by the Company and its parent, Berg, to reduce the aggregate amount of interest expense and preferred stock dividend requirements. Berg Electronics Group, Inc. is a leading global designer, manufacturer and marketer of electronic connectors and cable assembly products for applications primarily in the computer, telecommunications and industrial markets. The Company has 15 manufacturing and assembly facilities located in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Mexico, Europe and Asia. Berg is a holding company that owns all of the outstanding capital stock of the Company. CONTACTS: MacKenzie Partners, Inc. Stan Kay, 212/929-5940 or Berg Electronics Group, Inc. Berg Electronics Corp. David M. Sindelar, 314/746-2245 or Kekst and Company Roy Winnick, 212/593-2655 |
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