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- Alternative Formats (Word, et al.)
- Accounting Treatment of the Merger
- Amendment
- Amendments to By-Laws
- Amendments to Certificates of Incorporation
- Appraisal Rights
- Appraisal Rights of Camelot Stockholders
- Authorized Capital Stock
- Board Representation
- Business Combinations
- Camelot Music Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Financial Data
- Camelot's Business
- Camelot Special Meeting, The
- Camelot Voting Agreement, The
- Cash and cash equivalents
- Cautionary Statement Regarding Forward-Looking Statements
- Classified Board Amendment
- Closing
- Common Stock
- Company
- Comparative Per Share Data
- Comparison of Stockholder Rights
- Competition
- Conditions
- Conduct of Business of Camelot
- Conduct of Business of Trans World
- Conflicts of Interest
- Consolidated Statements of Cash Flows
- Conversion of Camelot Shares
- Cumulative Voting
- Deferred
- Description of Trans World Capital Stock
- Dissenters' Rights of Appraisal
- Dissenting Shares
- Dividend Sources
- Duration of Proxies
- Election of Directors
- Employee Benefits
- Employee Retention Program
- Exchange of Shares
- Executive Compensation and Other Matters
- Expenses of Solicitation
- Experts
- February 1998
- Federal Income Tax Consequences of the Merger
- Fees and Expenses
- Fiscal 1996
- Fiscal 1997
- Future Stockholder Proposals
- General
- General; Effective Time and Effects of the Merger
- Gross profit
- Higgins Voting Agreement, The
- Income (loss) before interest expense, other expenses (income), net, reorganization expenses (income), income taxes and extraordinary item
- Income tax expense
- Indemnification; Insurance
- Indemnification of Directors and Officers
- Independent Accountants
- Independent Auditors' Report
- Index to Financial Statements
- Interest expense
- Legal Matters
- Limitation of Personal Liability of Directors
- Management of the Combined Companies
- Management's Discussion and Analysis of Financial Condition and Results of Operations of Camelot
- Management's Discussion and Analysis of Financial Condition and Results of Operations of Trans World
- Market Price, Dividend and Stockholder Information
- Merger Agreement, The
- Merger, The
- Miscellaneous
- New York Anti-Takeover Law and Certain Charter and By-Law Provisions
- No Dissenters' Rights of Appraisal
- No Fractional Trans World Shares
- No Solicitation by Camelot
- No Solicitation by Trans World
- Notes to Condensed Consolidated Financial Statements
- Notes to Consolidated Financial Statements
- Notes to Financial Statements
- Number and Election of Directors
- Opinion of Financial Advisor to Camelot
- Opinion of Financial Advisor to Trans World
- Other Agreements
- Other expenses (income), net
- Other Regulatory Approvals
- Parent
- Predecessor Company
- Preemptive Rights
- Preferred Stock
- Pro Forma
- Public Trading Markets; Delisting of Camelot Common Stock
- Purpose of the Camelot Special Meeting
- Purpose of the Trans World Special Meeting
- Put agreements
- Recent Acquisitions
- Recommendation of the Camelot Board
- Recommendation of the Trans World Board
- Recommendations of the Camelot Board; Reasons for the Merger
- Recommendations of the Trans World Board; Reasons for the Merger and the Classified Board Amendment
- Record Date; Quorum; Voting
- Redemption of Capital Stock
- Registration Rights Agreement, The
- Regulatory Matters
- Removal of Directors
- Reorganization
- Reorganization Expenses (Income)
- Report of Independent Accountants
- Representations and Warranties
- Resale of Trans World Common Stock
- Restricted Stock Plan
- Restructuring charges
- Results of Operations
- Revocation of Proxies
- Rights Plans
- Risk Factors
- Sales
- Seasonality
- Section 10.01. Termination
- Section 10.02. Termination by Parent
- Section 10.03. Termination by the Company
- Section 10.04. Procedure for Termination
- Section 10.05. Effect of Termination and Abandonment
- Section 1.01. The Merger
- Section 1.02. Effective Time
- Section 1.03. Certificate of Incorporation and By-Laws of Surviving Corporation
- Section 1.04. Directors and Officers of Surviving Corporation
- Section 1.06. Filing of Certificate of Merger
- Section 1.07. Further Assurances
- Section 11.01. Terms Defined in This Agreement
- Section 12.01. Amendment and Modification
- Section 12.02. Waiver of Compliance; Consents
- Section 12.03. Survivability; Investigations
- Section 12.04. Notices
- Section 12.05. Assignment; Third Party Beneficiaries
- Section 12.06. Governing Law
- Section 12.07. Counterparts
- Section 12.08. Severability
- Section 12.09. Interpretation
- Section 12.10. Entire Agreement
- Section 2.01. Shares
- Section 2.02. Subco Common Stock
- Section 2.03. Exchange of Shares
- Section 2.04. Effect on Company Options and Warrants
- Section 2.05. Fractional Shares
- Section 3.01. Organization, Etc
- Section 3.02. Board Recommendation
- Section 3.03. Authority Relative to This Agreement
- Section 3.04. No Violations, Etc
- Section 3.05. Fairness Opinion
- Section 3.06. Finders or Brokers
- Section 3.07. Registration Statement; Joint Proxy Statement
- Section 3.08. SEC Filings
- Section 3.09. Financial Statements
- Section 3.10. Absence of Undisclosed Liabilities
- Section 3.11. Absence of Changes or Events
- Section 3.12. Capitalization
- Section 3.13. Litigation
- Section 3.14. Tax Treatment; Officer's Certificate as to Tax Matters
- Section 3.15. Taxes
- Section 3.16. Accounting Matters
- Section 3.17. State Antitakeover Statutes
- Section 4.01. Organization, Etc
- Section 4.02. Authority Relative to This Agreement
- Section 4.03. No Violations, Etc
- Section 4.04. Fairness Opinion
- Section 4.05. Board Recommendation
- Section 4.06. State Antitakeover Statutes
- Section 4.07. Affiliates
- Section 4.08. Finders or Brokers
- Section 4.09. Joint Proxy Statement
- Section 4.10. Capitalization
- Section 4.11. Company Reports
- Section 4.12. Financial Statements
- Section 4.13. Absence of Undisclosed Liabilities
- Section 4.14. Absence of Changes or Events
- Section 4.15. Capital Stock of the Company Subsidiaries
- Section 4.16. Litigation
- Section 4.17. Insurance
- Section 4.18. Contracts and Commitments
- Section 4.19. Labor Matters; Employment and Labor Contracts
- Section 4.20. Compliance with Laws
- Section 4.21. Intellectual Property Rights
- Section 4.22. Taxes
- Section 4.23. Employee Benefit Plans; ERISA
- Section 4.24. Environmental Matters
- Section 4.25. Tax Treatment; Officer's Certificate as to Tax Matters
- Section 4.26. Accounting Matters
- Section 5.01. Conduct of Business of the Company and Parent
- Section 5.02. No Solicitation
- Section 5.03. Access to Information
- Section 5.04. Registration Statement and Joint Proxy Statement
- Section 5.05. Commercially Reasonable Efforts; Other Actions
- Section 5.06. Public Announcements
- Section 5.07. Notification of Certain Matters
- Section 5.08. Indemnification
- Section 5.09. Expenses
- Section 5.10. Affiliates
- Section 5.11. Stock Exchange Listings
- Section 5.12. Letter of the Company's Accountants
- Section 5.13. Letter of Parent's Accountants
- Section 5.14. Pooling of Interests
- Section 5.15. Employee Benefits and Employment Contracts
- Section 5.16. Registration Rights Agreement
- Section 5.17. Board Representation
- Section 6.01. Registration Statement
- Section 6.02. Stockholder Approval
- Section 6.03. Listing
- Section 6.04. Certain Proceedings
- Section 6.05. Tax Matters
- Section 6.06. Pooling Letter
- Section 7.01. Representations and Warranties True
- Section 7.02. Performance
- Section 7.03. Certificates
- Section 7.04. Material Adverse Change
- Section 7.05. Consents, Approvals and Notifications
- Section 8.01. Representations and Warranties True
- Section 8.02. Performance
- Section 8.03. Certificates
- Section 8.04. Material Adverse Change
- Section 8.05. Consents, Approvals and Notifications
- Section 9.01. Time and Place
- Section 9.02. Filings at the Closing
- Security Ownership of Certain Beneficial Owners and Management of Camelot
- Security Ownership of Certain Beneficial Owners and Management of Trans World
- Selected Historical Financial Information for Camelot
- Selected Historical Financial Information for Trans World
- Selling, general and administrative expenses
- Shares
- Special items
- Special Stockholder Meetings
- State Anti-Takeover Legislation
- Stockholder
- Stockholder Action
- Stock Option Plans
- Successor Company
- Summary
- Summary Compensation Table
- Suppliers and Purchasing
- Table of Contents
- Termination
- The Camelot Special Meeting
- The Camelot Voting Agreement
- The Higgins Voting Agreement
- The Merger
- The Merger Agreement
- The Registration Rights Agreement
- The Trans World Special Meeting
- Transactions With Related Parties
- Transfer Agent and Registrar
- Trans World
- Trans World's Business
- Trans World Special Meeting, The
- Treatment of Camelot Stock Options
- Unaudited Pro Forma Condensed Combined Financial Statements
- Vacancies
- Waivers; Consents
- Where You Can Find More Information
- Write-down of long-lived assets
- Year 2000 Compliance
- 1995
- 1996
- 1997
- 1998
- 1999
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1 | 1st Page - Filing Submission
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6 | Table of Contents
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9 | Summary
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10 | Trans World
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13 | Other Agreements
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19 | Risk Factors
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23 | Classified Board Amendment
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25 | Cautionary Statement Regarding Forward-Looking Statements
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26 | Comparative Per Share Data
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27 | Market Price, Dividend and Stockholder Information
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" | 1995
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" | 1996
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" | 1997
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" | 1998
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" | 1999
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29 | The Trans World Special Meeting
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" | General
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" | Purpose of the Trans World Special Meeting
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30 | Election of Directors
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" | Independent Accountants
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" | Record Date; Quorum; Voting
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31 | Revocation of Proxies
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" | No Dissenters' Rights of Appraisal
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" | Expenses of Solicitation
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32 | Recommendation of the Trans World Board
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" | Miscellaneous
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33 | The Camelot Special Meeting
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" | Purpose of the Camelot Special Meeting
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34 | Dissenters' Rights of Appraisal
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" | Recommendation of the Camelot Board
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36 | The Merger
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39 | Recommendations of the Trans World Board; Reasons for the Merger and the Classified Board Amendment
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41 | Recommendations of the Camelot Board; Reasons for the Merger
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43 | Opinion of Financial Advisor to Trans World
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49 | Opinion of Financial Advisor to Camelot
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58 | Conflicts of Interest
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" | Employee Retention Program
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59 | Stock Option Plans
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" | Employee Benefits
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60 | Accounting Treatment of the Merger
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" | Regulatory Matters
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61 | Other Regulatory Approvals
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" | Resale of Trans World Common Stock
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62 | Appraisal Rights of Camelot Stockholders
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64 | Federal Income Tax Consequences of the Merger
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66 | Public Trading Markets; Delisting of Camelot Common Stock
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67 | The Merger Agreement
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" | General; Effective Time and Effects of the Merger
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" | Conversion of Camelot Shares
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" | Dissenting Shares
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" | No Fractional Trans World Shares
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" | Exchange of Shares
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68 | Treatment of Camelot Stock Options
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69 | Representations and Warranties
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71 | Conduct of Business of Camelot
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73 | Conduct of Business of Trans World
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75 | No Solicitation by Camelot
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" | No Solicitation by Trans World
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76 | Board Representation
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" | Conditions
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77 | Termination
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78 | Fees and Expenses
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79 | Indemnification; Insurance
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" | Amendment
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" | Waivers; Consents
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80 | The Camelot Voting Agreement
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81 | The Higgins Voting Agreement
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" | The Registration Rights Agreement
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83 | Unaudited Pro Forma Condensed Combined Financial Statements
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92 | Camelot Music Holdings, Inc. Unaudited Pro Forma Condensed Consolidated Financial Data
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97 | Selected Historical Financial Information for Trans World
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98 | Management's Discussion and Analysis of Financial Condition and Results of Operations of Trans World
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" | Results of Operations
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" | Sales
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99 | Gross profit
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" | Selling, general and administrative expenses
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" | Interest expense
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100 | Income tax expense
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104 | Seasonality
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" | Year 2000 Compliance
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108 | Selected Historical Financial Information for Camelot
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110 | Management's Discussion and Analysis of Financial Condition and Results of Operations of Camelot
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113 | Special items
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" | Other expenses (income), net
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115 | Income (loss) before interest expense, other expenses (income), net, reorganization expenses (income), income taxes and extraordinary item
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" | Reorganization Expenses (Income)
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116 | February 1998
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120 | Fiscal 1996
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" | Fiscal 1997
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124 | Trans World's Business
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127 | Suppliers and Purchasing
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130 | Camelot's Business
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131 | Reorganization
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132 | Recent Acquisitions
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136 | Competition
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139 | Security Ownership of Certain Beneficial Owners and Management of Trans World
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" | Shares
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140 | Security Ownership of Certain Beneficial Owners and Management of Camelot
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142 | Management of the Combined Companies
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145 | Executive Compensation and Other Matters
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147 | Summary Compensation Table
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152 | Transactions With Related Parties
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153 | Description of Trans World Capital Stock
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" | Common Stock
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" | Preferred Stock
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" | New York Anti-Takeover Law and Certain Charter and By-Law Provisions
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154 | Transfer Agent and Registrar
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155 | Comparison of Stockholder Rights
|
" | Authorized Capital Stock
|
" | Business Combinations
|
" | State Anti-Takeover Legislation
|
157 | Appraisal Rights
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" | Amendments to Certificates of Incorporation
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158 | Amendments to By-Laws
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" | Preemptive Rights
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159 | Redemption of Capital Stock
|
" | Dividend Sources
|
" | Duration of Proxies
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160 | Stockholder Action
|
" | Special Stockholder Meetings
|
" | Cumulative Voting
|
161 | Number and Election of Directors
|
" | Removal of Directors
|
162 | Vacancies
|
163 | Indemnification of Directors and Officers
|
165 | Limitation of Personal Liability of Directors
|
166 | Rights Plans
|
" | Future Stockholder Proposals
|
" | Legal Matters
|
" | Experts
|
167 | Where You Can Find More Information
|
168 | Index to Financial Statements
|
173 | Notes to Condensed Consolidated Financial Statements
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182 | Consolidated Statements of Cash Flows
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183 | Notes to Consolidated Financial Statements
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" | Cash and cash equivalents
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193 | Restricted Stock Plan
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205 | Report of Independent Accountants
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219 | Predecessor Company
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220 | Pro Forma
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223 | Successor Company
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228 | Put agreements
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" | Write-down of long-lived assets
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229 | Restructuring charges
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237 | Independent Auditors' Report
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241 | Notes to Financial Statements
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243 | Deferred
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269 | Closing
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271 | Section 1.01. The Merger
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" | Section 1.02. Effective Time
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" | Section 1.03. Certificate of Incorporation and By-Laws of Surviving Corporation
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272 | Section 1.04. Directors and Officers of Surviving Corporation
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" | Section 1.06. Filing of Certificate of Merger
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" | Section 1.07. Further Assurances
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273 | Section 2.01. Shares
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" | Section 2.02. Subco Common Stock
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274 | Section 2.03. Exchange of Shares
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" | Section 2.04. Effect on Company Options and Warrants
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275 | Section 2.05. Fractional Shares
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276 | Section 3.01. Organization, Etc
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" | Section 3.02. Board Recommendation
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" | Section 3.03. Authority Relative to This Agreement
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" | Section 3.04. No Violations, Etc
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277 | Section 3.05. Fairness Opinion
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" | Section 3.06. Finders or Brokers
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" | Section 3.07. Registration Statement; Joint Proxy Statement
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" | Section 3.08. SEC Filings
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278 | Section 3.09. Financial Statements
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" | Section 3.10. Absence of Undisclosed Liabilities
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" | Section 3.11. Absence of Changes or Events
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" | Section 3.12. Capitalization
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279 | Section 3.13. Litigation
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" | Section 3.14. Tax Treatment; Officer's Certificate as to Tax Matters
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" | Section 3.15. Taxes
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280 | Section 3.16. Accounting Matters
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" | Section 3.17. State Antitakeover Statutes
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" | Section 4.01. Organization, Etc
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" | Section 4.02. Authority Relative to This Agreement
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281 | Section 4.03. No Violations, Etc
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" | Section 4.04. Fairness Opinion
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" | Section 4.05. Board Recommendation
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282 | Section 4.06. State Antitakeover Statutes
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" | Section 4.07. Affiliates
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" | Section 4.08. Finders or Brokers
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" | Section 4.09. Joint Proxy Statement
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" | Section 4.10. Capitalization
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283 | Section 4.11. Company Reports
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" | Section 4.12. Financial Statements
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" | Section 4.13. Absence of Undisclosed Liabilities
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" | Section 4.14. Absence of Changes or Events
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285 | Section 4.15. Capital Stock of the Company Subsidiaries
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" | Section 4.16. Litigation
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" | Section 4.17. Insurance
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" | Section 4.18. Contracts and Commitments
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286 | Section 4.19. Labor Matters; Employment and Labor Contracts
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" | Section 4.20. Compliance with Laws
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" | Section 4.21. Intellectual Property Rights
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287 | Section 4.22. Taxes
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" | Section 4.23. Employee Benefit Plans; ERISA
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289 | Section 4.24. Environmental Matters
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" | Section 4.25. Tax Treatment; Officer's Certificate as to Tax Matters
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" | Section 4.26. Accounting Matters
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" | Section 5.01. Conduct of Business of the Company and Parent
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293 | Section 5.02. No Solicitation
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294 | Section 5.03. Access to Information
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295 | Section 5.04. Registration Statement and Joint Proxy Statement
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" | Section 5.05. Commercially Reasonable Efforts; Other Actions
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" | Section 5.06. Public Announcements
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" | Section 5.07. Notification of Certain Matters
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" | Section 5.08. Indemnification
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296 | Section 5.09. Expenses
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" | Section 5.10. Affiliates
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" | Section 5.11. Stock Exchange Listings
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" | Section 5.12. Letter of the Company's Accountants
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" | Section 5.13. Letter of Parent's Accountants
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" | Section 5.14. Pooling of Interests
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" | Section 5.15. Employee Benefits and Employment Contracts
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297 | Section 5.16. Registration Rights Agreement
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" | Section 5.17. Board Representation
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" | Section 6.01. Registration Statement
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298 | Section 6.02. Stockholder Approval
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" | Section 6.03. Listing
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" | Section 6.04. Certain Proceedings
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" | Section 6.05. Tax Matters
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" | Section 6.06. Pooling Letter
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" | Section 7.01. Representations and Warranties True
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" | Section 7.02. Performance
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299 | Section 7.03. Certificates
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" | Section 7.04. Material Adverse Change
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" | Section 7.05. Consents, Approvals and Notifications
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" | Section 8.01. Representations and Warranties True
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" | Section 8.02. Performance
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" | Section 8.03. Certificates
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" | Section 8.04. Material Adverse Change
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" | Section 8.05. Consents, Approvals and Notifications
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300 | Section 9.01. Time and Place
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" | Section 9.02. Filings at the Closing
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" | Section 10.01. Termination
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" | Section 10.02. Termination by Parent
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301 | Section 10.03. Termination by the Company
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" | Section 10.04. Procedure for Termination
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" | Section 10.05. Effect of Termination and Abandonment
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302 | Section 11.01. Terms Defined in This Agreement
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303 | Section 12.01. Amendment and Modification
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" | Section 12.02. Waiver of Compliance; Consents
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304 | Section 12.03. Survivability; Investigations
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" | Section 12.04. Notices
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305 | Section 12.05. Assignment; Third Party Beneficiaries
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" | Section 12.06. Governing Law
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" | Section 12.07. Counterparts
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" | Section 12.08. Severability
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" | Section 12.09. Interpretation
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" | Section 12.10. Entire Agreement
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315 | Parent
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322 | Company
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" | Stockholder
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