![]() |
|
For questions
regarding this memo call 1-888-OPTIONS or e-mail options@theocc.com.
|
| Memo #17310 | |
| JULY 31, 2001 | |
| CHRIS-CRAFT INDUSTRIES INC (ELECTION MERGER) CONTRACT ADJUSTMENT | |
| NEW SYMBOL: | CZJ |
| DATE: | 08/01/01 ELECTION DEADLINE 7/31/01 |
|
ON JULY 31, 2001, THE ADJUSTED OPTION SYMBOL CZJ TRADED WITH THE DELIVERABLE OF 100 CHRIS-CRAFT INDUSTRIES INC ("CCN") COMMON SHARES. ON AUGUST 1, 2001, THE CZJ DELIVERABLE WILL BE ADJUSTED PURSUANT TO THE TERMS OF THE ELECTION MERGER. Pursuant to Article VI, Section 11, of OCC's By-Laws, a panel of OCC's Securities Committee (the panel consists of two representatives from the Exchanges on which the affected option is traded (in this case The American Stock Exchange ("AMEX")), and the Chairman of OCC or his delegee, who only votes in case of a tie)) has determined to adjust all CCN options as follows: |
| SYMBOL: | 07/31/01 - CCN CHANGED TO CZJ |
| NUMBER OF CONTRACTS: | No Change |
| MULTIPLIER: | 100 (E.g., for premium or strike price extensions, 1.00 equals $100). |
| NEW DELIVERABLE PER CONTRACT: |
On August 1, 2001, the deliverable for adjusted CZJ options will be BASED ON THE MERGER CONSIDERATION WHICH ACCRUES TO NON-ELECTING CCN SHAREHOLDERS (stated in terms of a current 100-Share CCN deliverable) |
|
The result of the elections, prorations and potential adjustments, if any, shall determine the merger consideration ultimately received by Non-electing CCN Shareholders, and THIS NON-ELECTING MERGER CONSIDERATION SHALL BE THE BASIS FOR THE ADJUSTED CZJ OPTION DELIVERABLE. Non-electing CCN Shareholders may receive NWS.A Preferred ADS's, Cash, or a combination of cash and ADS's. |
|
On April 24, 2001, the Shareholders of Chris-Craft Industries Inc. ("CCN") approved the proposed merger with a subsidiary of The News Corporation Limited ("NWS"). The merger was consummated on July 31, 2001. As a result, Chris-Craft Industries Inc. Common Shares will, at the election of the Shareholder, be converted into the right to receive Cash, The News Corporation Limited ("NWS.A") Preferred American Depositary Shares ("ADS's"), each representing four Preferred Limited Voting Ordinary Shares, or a combination of cash and preferred shares. Cash will be paid in lieu of issuing fractional NWS.A Preferred ADS's. The merger agreement is structured in order to achieve, in aggregate, the payment of no more than $34.00 of the merger consideration in cash ($35.00 if the merger is completed after August 13, 2001) and 1.1591 NWS.A Preferred ADS's per CCN Common Share in respect of all outstanding CCN Common Shares as the final result. How the aggregate merger consideration of cash and NWS.A ADS's will actually be distributed to CCN Shareholders will depend on an election available to CCN Shareholders: Individual CCN Shareholders will have until 10:00 AM New York City time on the effective date of the merger to submit an election. Within the terms of the aggregate merger, individual CCN Shareholders may:
UNDER THE TERMS OF THE ELECTION, SHARES WHICH ARE NOT SUBJECT TO AN EFFECTIVE ELECTION WILL AUTOMATICALLY BE CONSIDERED "NON-ELECTING" SHARES. CCN CALL OPTION HOLDERS EXERCISING IN ORDER TO OBTAIN CCN STOCK FOR AN ELECTION MUST EXERCISE NO LATER THAN TUESDAY, JULY 31, 2001. Elections must be submitted to the designated Exchange Agent, Citibank N.A. Elections must be received by 10:00 AM New York City Time, on July 31, 2001. CCN Shareholders must observe all terms and conditions for the election as specified in the CCN/NWS Joint Proxy Statement/Prospectus. Among such items, it should be noted CCN Shares may be delivered pursuant to an election under "Notices of Guaranteed Delivery", which allows delivery of CCN shares within five New York Stock Exchange ("NYSE") trading days of submission of the notices. CCN options must be exercised and elections made under Notices of Guaranteed Delivery, in advance of the election deadline. In all cases Call option holders exercising in order to obtain stock for an election must exercise in sufficient time to be able to make valid delivery pursuant of the election procedures. THE MERGER CONSIDERATION: PRORATIONS/ADJUSTMENTS Prorations of Cash-electing and Stock-electing CCN Shares may be necessary. Adjustments to Cash-electing and Mixed-electing cash amounts may also be required. The CCN/NWS Joint Proxy Statement/Prospectus should be read for description of the actual formulae to be used for proration and factors that may necessitate cash adjustments. THE FOREGOING IS AN UNOFFICIAL SUMMARY OF THE TERMS OF THE MERGER, PREPARED BY OCC FOR THE CONVENIENCE OF CLEARING MEMBERS. OCC ACCEPTS NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE SUMMARY. CLEARING MEMBERS SHOULD REFER TO THE CCN/NWS JOINT PROXY STATEMENT/ PROSPECTUS DATED MARCH 21, 2001 FOR THE AUTHORITATIVE DESCRIPTION OF THE MERGER AND ALL ITS TERMS AND CONDITIONS. Delayed Settlement OCC will delay settlement of CZJ option exercise/assignment activity until the Exchange Agent determines the Non-electing merger consideration; until the end of when-issued trading in NWS ADS's, if applicable; and until the determination of the cash in lieu of fractional NWS ADS's, if applicable. The length of time adjusted CZJ option E/A activity will be subject to delayed settlement (with the deliverable not precisely determined) will depend in part on how long it takes the Exchange Agent to determine the Non-electing merger consideration. Important Exercise Considerations After the merger is consummated and the contract adjustment described above is effected, outstanding adjusted CZJ Call option holders will receive upon exercise (and Put holders deliver upon exercise) the aggregate Non-electing merger consideration (on a per contract basis). IF CCN/CZJ CALL OPTION HOLDERS DO NOT WISH TO RECEIVE THE NON-ELECTING CONSIDERATION UPON EXERCISE AFTER THE CONTRACT ADJUSTMENT, THEY MUST EXERCISE IN ADVANCE OF THE ELECTION DEADLINE AND SUBMIT ELECTIONS PURSUANT TO THE ELECTION PROCEDURES DESCRIBED IN THE PROXY STATEMENT/ PROSPECTUS. Exercisers must exercise in sufficient time, and observe all terms and conditions for making a valid election (See "The Election"). CATEGORY: CONTRACT ADJUSTMENT SUB-CATEGORY: ELECTION MERGER |
|
For questions
regarding this memo call 1-888-OPTIONS or e-mail options@theocc.com.
|