Books-A-Million, Inc. Announces Intention to Commence a Dutch Auction Tender Offer.BIRMINGHAM, Ala. -- Books-A-Million, Inc. (Nasdaq/NM:BAMM BAMM British Association of Medical Managers BAMM Bay Area Model Mugging (now Impact Bay Area) BAMM Beta and Advection Model - Medium BAMM Bay Area Math Meet (San Francisco, CA) ) announced today that its Board of Directors has approved a modified "Dutch Auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. " tender offer to purchase up to 4,000,000 shares of its common stock at a price per share not less than $8.75 and not greater than $10.00. The number of shares proposed to be purchased in the tender offer represents approximately 24.6% of the Company's currently outstanding shares. The tender offer is expected to commence within five days. The purchase will be financed primarily from borrowings from the Company's existing revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility. The closing price per share of the Company's common stock on the Nasdaq National Market on June 20, 2005 was $8.38 per share. The Company's directors and executive officers have advised the Company that they do not intend to tender any of their shares in the Offer. In addition, certain of the Company's other significant stockholders, Charles C. Anderson, Joel R. Anderson, Harold M. Anderson and Charles C. Anderson, Jr., have advised the Company that they do not intend to tender any of their shares in the offer. On the terms and subject to the conditions of the tender offer, the Company's stockholders will have the opportunity to tender some or all of their shares at a price within the $8.75 to $10.00 per share range. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per share price within the range that will enable it to buy 4,000,000 shares, or such lesser number of shares that are properly tendered and not properly withdrawn. All shares accepted in the tender offer will be purchased at the same determined price per share regardless of whether the stockholder tendered at a lower price. If stockholders properly tender and do not properly withdraw more than 4,000,000 shares at or below the determined price per share, the Company will purchase shares tendered at or below the determined purchase price by those stockholders owning fewer than 100 shares, without pro ration ration a fixed allowance of total feed for an animal for one day. Usually specifies the individual ingredients and their amounts and the amounts of the specific nutriments such as carbohydrate, fiber, individual minerals and vitamins. , and all other shares tendered at or below the determined purchase price will be purchased on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis, subject to the conditional tender offer provisions described in the offer to purchase that will be distributed to stockholders. Stockholders whose shares are purchased in the offer will be paid the determined purchase price, net in cash, without interest, promptly after the expiration of the offer period. The offer will not be contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent the receipt of financing or upon any minimum number of shares being tendered. The offer will, however, be subject to a number of other terms and conditions to be specified in the offer to purchase that will be distributed to stockholders. None of the Company, its Board of Directors, the dealer manager, or the information agent makes any recommendations to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by the Company. The dealer manager for the tender offer will be Goldman, Sachs & Co. and the information agent will be D. F. King & Co., Inc. The Company has also retained Latham & Watkins LLP LLP - Lower Layer Protocol to act as its legal counsel in the tender offer. The offer to purchase, letter of transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and related documents will be mailed to stockholders of record and also will be made available for distribution to beneficial owners Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of the Company's common stock. For questions and information, please call the information agent toll free at (888) 644-5854. THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual OF AN OFFER TO SELL SHARES OF BOOKS-A-MILLION COMMON STOCK. THE COMPANY HAS NOT YET COMMENCED THE TENDER OFFER DESCRIBED HEREIN. THE TENDER OFFER WILL BE MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE COMPANY WILL BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. FOLLOWING THE COMMENCEMENT OF THE OFFER, STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE AND OTHER DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE AT WWW WWW or W3: see World Wide Web. (World Wide Web) The common host name for a Web server. The "www-dot" prefix on Web addresses is widely used to provide a recognizable way of identifying a Web site. .SEC.GOV OR BY CALLING D. F. KING & CO., INC. THE INFORMATION AGENT FOR THE OFFER, TOLL-FREE AT (888) 644-5854. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE OFFER. Books-A-Million is one of the nation's leading book retailers and sells on the Internet at www.booksamillion.com. The Company presently operates 207 stores in 19 states and the District of Columbia District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). . The Company operates three distinct store formats, including large superstores This is a list of superstores by country. Multi-national
n. 1. (O. Eng. Law) Charter land held by deed under certain rents and free services, which differed in nothing from free socage lands. This species of tenure has given rise to the modern freeholds. , and Joe Muggs Newsstands. |
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