Mergers & Acquisitions -- SEC Filings
The SEC requires disclosure when a U.S. public company
is considering a merge with another company.
These filings are available for free on EdgarScan.
Tender Offers and
Acquisitions
Stock Offerings Resulting from a
Tender Offer or Other Transactions
Current Report of Significant
Events
Tender Offers and Acquisitions
SC 13D
The most common of the filings, it discloses beneficial ownership
of certain registered equity securities. Any person or group of
persons who acquire a beneficial ownership of 5% of a class of registered
equity securities must file.
SC 13E-3
This schedule must be filed by certain persons engaging in "going
private" transactions. The schedule must be filed by any company
or affiliate of a company who engages in a business combination,
tender offer, or stock purchse that has the effect of causing a
class of the company's equity securities to be held by fewer than
300 persons, or delisted from a securities exchange.
SC 13E-4
This schedule, called an Issuer Tender Offer Statement, must be
filed by certain reporting companies that make tender offers for
their own securities; a self-tender offer filed by a company buying
back its shares.
SC 13G
An abbreviated version of Schedule 13D that is only available for
use by a limited category of persons, such as banks, brokers/dealers,
and insurance companies.
SC 14D-1
Any person, other than the issuer itself, making a tender offer
for certain equity securities that would cause that person to own
over 5% of that class of the securities, must at the time of the
offer file this schedule; filed by a company when it seeks control
of another company.
SC 14D-9
Filed with the Commission when an intersted party, such as an issuer,
a beneficial owenr of securities, or representative of either, makes
a solicitation or recommendation to the shareholders with respect
to a tender offer which is subject to regulation 14D; target company's
response to a tender offer.
Stock Offerings Resulting from a Tender Offer or Other Transactions
S-3
This form is used to register securities offered pursuant to certain
types of transactions.
S-4
This form is used to register securities in connection with business
combinations and exchange offers.
Current Report of Significant Events
8K, Item 2
Public companies are required to file an 8K within 1-3 business
days of "significant events." One of those is the acquisition
or disposition of assets.
