Consumers Financial Corporation Commences $4.40 Per Share Tender Offer to Acquire Its 8 1/2 % Preferred Stock, Series A.Business Editors CAMP HILL, Pa.--(BUSINESS WIRE)--July 19, 2002 Consumers Financial Corporation (the "Company") announced today that it has commenced a tender offer to purchase all of the outstanding shares of its 8 1/2 % 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. , Series A at a price of $4.40 per share, net in cash to the seller, plus accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. dividends on such shares. The offer document was mailed to all shareholders today. The tender offer will expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at 12:00 midnight, Eastern Daylight Time, on August 16, 2002, unless it is extended by the Company. There are 452,614 shares of preferred stock outstanding. The Company has been completing a plan of liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy approved by its common and preferred shareholders in 1998, but recently signed an option agreement with CFC CFC See: Controlled foreign corporation Partners, Ltd., a New York-based investor group, which permits the investor group to acquire a 51% interest in the Company's common stock through the issuance of new shares. The Company's Board of Directors determined that a transaction of this type would be preferable to liquidating the Company because it has the potential to produce future value for the common shareholders, who are projected to receive nothing in the liquidation. The Board also concluded that, in proceeding with this approach, the Company's preferred shareholders should have the option, prior to the change in control, of tendering their shares in exchange for cash or continuing to hold the shares. The Company believes the $4.40 tender offer price is approximately the same as the amount which would be distributed to the preferred shareholders if the Company was liquidated DAMAGES, LIQUIDATED, contracts. When the parties to a contract stipulate for the payment of a certain sum, as a satisfaction fixed and agreed upon by them, for the not doing of certain things particularly mentioned in the agreement, the sum so fixed upon is called liquidated damages. (q.v. . On June 19, 2002, the Company completed the sale of its life insurance company subsidiary, which provided it with the liquid funds to proceed with the tender offer. StockTrans, Inc., located in Ardmore, Pennsylvania Ardmore is an unincorporated community in the U.S. state of Pennsylvania. The United States Census Bureau has also defined a census-designated place (CDP) around the community for statistical purposes. The community has no legal existence as a municipality. , is serving as the depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. and the information agent for the tender offer. Preferred shareholders can call StockTrans at (610) 649-7300 if they have questions about the tender offer process. The Company's preferred shareholders should read the tender offer statement on Schedule TO, as filed with the Securities and Exchange Commission, when it becomes available, because it contains information about the tender offer. Shareholders can obtain the tender offer statement on Schedule TO and other filed documents at no charge at the Securities and Exchange Commission's website at http://www.sec.gov. |
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