Page | (sequential) | | | | (alphabetic) | Top |
---|
| | |
- Alternative Formats (Word, et al.)
- Accounting Treatment
- Amendment
- AmeriServe
- Annex I
- Annex Ii
- Annex Iii
- Annex Iv
- Annex V
- Appraisal Rights
- Available Information
- Background of the Merger
- Board of Directors
- Business
- Certain Consequences of the Merger
- Certain Covenants
- Certain Federal Income Tax Consequences
- Certain Information Regarding ProSource, Inc
- Certain Relationships and Related Transactions
- Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
- Companies, The
- Conditions to the Merger
- Controlling Stockholder
- Defined Contribution Plans
- Director and Officer Liability
- Directors and Executive Officers of the Registrant
- Effective Time
- Employee Stock Purchase Plan
- Employment Agreements
- Exchange of Certificates
- Executive Compensation
- Fees and Expenses
- Financial Statements and Supplementary Data
- Further Agreements of Ameriserve and Merger Sub
- General
- Independent Auditors
- Independent Auditors' Report
- Interests of Certain Persons in the Merger
- Legal Proceedings
- Liquidity and Capital Resources
- Management's Discussion and Analysis of Financial Condition and Results of Operations
- Market for the Registrant's Common Stock and Related Stockholder Matters
- Market Prices of Common Stock
- Matters to be Considered at the Special Meeting
- Merger Agreement
- Merger Agreement, The
- Merger Sub Option
- Merger, The
- Morgan Stanley
- No Solicitation
- Opinion of Morgan Stanley
- Options
- Other Matters
- Properties
- ProSource
- Proxy Statement
- Purchasing and Supply
- Reasons for the Merger; Recommendation of the Board of Directors
- Record Date; Stock Entitled to Vote; Quorum
- Regulatory Approvals
- Representations and Warranties
- Required Votes
- Restrictions on Transfer and Waiver of Appraisal Rights
- Section 10.1. Termination
- Section 10.2. Effect of Termination
- Section 11.1. Notices
- Section 11.2. Survival of Representations and Warranties
- Section 11.3. Amendments; No Waivers
- Section 11.4. Fees and Expenses
- Section 11.5. Successors and Assigns; Parties in Interest
- Section 11.6. Governing Law
- Section 11.7. Counterparts; Effectiveness; Interpretation
- Section 1.1. The Merger
- Section 1.2. Closing
- Section 1.3. Effective Time of the Merger
- Section 1.4. Effects of the Merger
- Section 2.1. Conversion of Shares
- Section 2.2. Surrender and Payment
- Section 2.3. Dissenting Shares
- Section 2.4. Stock Options and Stock Plans
- Section 3.1. Certificate of Incorporation
- Section 3.2. Bylaws
- Section 3.3. Directors and Officers
- Section 4.10. Compliance with Laws, Etc
- Section 4.11. Absence of Changes in Stock or Benefit Plans
- Section 4.12. ERISA Compliance
- Section 4.13. Tax Matters
- Section 4.14. Debt Instruments
- Section 4.15. Insurance
- Section 4.16. Labor Matters
- Section 4.17. No Restrictive Agreements
- Section 4.18. Interests of Officers and Directors
- Section 4.19. Brokers
- Section 4.1. Organization, Standing and Corporate Power
- Section 4.2. Subsidiaries
- Section 4.3. Capital Structure
- Section 4.4. Authority; Noncontravention
- Section 4.5. SEC Documents; Financial Statements; No Undisclosed Liabilities
- Section 4.6. Disclosure Documents
- Section 4.7. Property; Sufficiency of Assets
- Section 4.8. Absence of Certain Changes or Events
- Section 4.9. Litigation
- Section 5.1. Organization, Standing and Corporate Power
- Section 5.2. Authority; Noncontravention
- Section 5.3. Disclosure Documents
- Section 5.4. Brokers
- Section 5.5. Company Contracts
- Section 6.1. Conduct of Business
- Section 6.2. Shareholder Meeting; Proxy Material
- Section 6.3. Access to Information
- Section 6.4. Covenants Regarding Certain Benefit Plans
- Section 6.5. Cooperation in Arrangements with Lenders
- Section 7.1. Confidentiality
- Section 7.3. Voting of Shares
- Section 7.4. Director and Officer Liability
- Section 8.1. HSR Act Filings; Reasonable Efforts; Notification
- Section 8.2. Public Announcements
- Section 8.3. No Solicitation
- Section 9.1. Conditions to the Obligations of Each Party
- Section 9.3. Conditions to the Obligations of the Company
- Security Ownership of Certain Beneficial Owners and Management
- Selected Financial Data
- Shareholders Agreements
- Solicitation of Proxies
- Source and Amount of Funds
- Special Meeting, The
- Stockholder Proposals
- Submission of Matters to A Vote of Security Holders
- Summary
- Surviving Corporation, The
- Table of Contents
- Term and Termination
- Termination
- Termination of the Merger Agreement
- The Companies
- The Merger
- The Merger Agreement
- The Special Meeting
- The Surviving Corporation
- The Voting Agreement
- Voting
- Voting Agreement
- Voting Agreement, The
- Voting and Revocation of Proxies; Adjournments
- 401(k) Plan
|
1 | 1st Page - Filing Submission
|
8 | Proxy Statement
|
10 | Table of Contents
|
12 | Summary
|
" | The Companies
|
" | The Special Meeting
|
16 | The Merger
|
22 | General
|
" | Matters to be Considered at the Special Meeting
|
" | Required Votes
|
23 | Voting and Revocation of Proxies; Adjournments
|
" | Record Date; Stock Entitled to Vote; Quorum
|
24 | Appraisal Rights
|
" | Solicitation of Proxies
|
25 | Background of the Merger
|
28 | Reasons for the Merger; Recommendation of the Board of Directors
|
29 | Opinion of Morgan Stanley
|
32 | Interests of Certain Persons in the Merger
|
33 | Voting Agreement
|
34 | Employment Agreements
|
" | Source and Amount of Funds
|
" | Accounting Treatment
|
35 | Certain Federal Income Tax Consequences
|
36 | Regulatory Approvals
|
" | Certain Consequences of the Merger
|
39 | The Merger Agreement
|
40 | Effective Time
|
" | Exchange of Certificates
|
41 | Options
|
42 | Employee Stock Purchase Plan
|
" | Representations and Warranties
|
43 | Certain Covenants
|
45 | Director and Officer Liability
|
46 | No Solicitation
|
" | Conditions to the Merger
|
48 | Termination of the Merger Agreement
|
" | Amendment
|
49 | Fees and Expenses
|
" | The Voting Agreement
|
" | Term and Termination
|
" | Voting
|
50 | Restrictions on Transfer and Waiver of Appraisal Rights
|
51 | Merger Sub Option
|
52 | Further Agreements of Ameriserve and Merger Sub
|
53 | ProSource
|
" | AmeriServe
|
55 | Selected Financial Data
|
57 | Market Prices of Common Stock
|
59 | Security Ownership of Certain Beneficial Owners and Management
|
61 | Stockholder Proposals
|
" | Independent Auditors
|
" | Other Matters
|
62 | Available Information
|
63 | Annex I
|
64 | The Surviving Corporation
|
66 | Termination
|
69 | Section 1.1. The Merger
|
" | Section 1.2. Closing
|
" | Section 1.3. Effective Time of the Merger
|
" | Section 1.4. Effects of the Merger
|
" | Section 2.1. Conversion of Shares
|
70 | Section 2.2. Surrender and Payment
|
71 | Section 2.3. Dissenting Shares
|
72 | Section 2.4. Stock Options and Stock Plans
|
73 | Section 3.1. Certificate of Incorporation
|
" | Section 3.2. Bylaws
|
" | Section 3.3. Directors and Officers
|
" | Section 4.1. Organization, Standing and Corporate Power
|
74 | Section 4.2. Subsidiaries
|
" | Section 4.3. Capital Structure
|
75 | Section 4.4. Authority; Noncontravention
|
76 | Section 4.5. SEC Documents; Financial Statements; No Undisclosed Liabilities
|
" | Section 4.6. Disclosure Documents
|
77 | Section 4.7. Property; Sufficiency of Assets
|
" | Section 4.8. Absence of Certain Changes or Events
|
79 | Section 4.9. Litigation
|
" | Section 4.10. Compliance with Laws, Etc
|
" | Section 4.11. Absence of Changes in Stock or Benefit Plans
|
80 | Section 4.12. ERISA Compliance
|
82 | Section 4.13. Tax Matters
|
83 | Section 4.14. Debt Instruments
|
" | Section 4.15. Insurance
|
" | Section 4.16. Labor Matters
|
84 | Section 4.17. No Restrictive Agreements
|
" | Section 4.18. Interests of Officers and Directors
|
" | Section 4.19. Brokers
|
85 | Section 5.1. Organization, Standing and Corporate Power
|
" | Section 5.2. Authority; Noncontravention
|
86 | Section 5.3. Disclosure Documents
|
" | Section 5.4. Brokers
|
" | Section 5.5. Company Contracts
|
" | Section 6.1. Conduct of Business
|
88 | Section 6.2. Shareholder Meeting; Proxy Material
|
89 | Section 6.3. Access to Information
|
" | Section 6.4. Covenants Regarding Certain Benefit Plans
|
" | Section 6.5. Cooperation in Arrangements with Lenders
|
" | Section 7.1. Confidentiality
|
90 | Section 7.3. Voting of Shares
|
" | Section 7.4. Director and Officer Liability
|
91 | Section 8.1. HSR Act Filings; Reasonable Efforts; Notification
|
93 | Section 8.2. Public Announcements
|
" | Section 8.3. No Solicitation
|
" | Section 9.1. Conditions to the Obligations of Each Party
|
95 | Section 9.3. Conditions to the Obligations of the Company
|
" | Section 10.1. Termination
|
" | Section 10.2. Effect of Termination
|
96 | Section 11.1. Notices
|
97 | Section 11.2. Survival of Representations and Warranties
|
" | Section 11.3. Amendments; No Waivers
|
" | Section 11.4. Fees and Expenses
|
" | Section 11.5. Successors and Assigns; Parties in Interest
|
" | Section 11.6. Governing Law
|
" | Section 11.7. Counterparts; Effectiveness; Interpretation
|
100 | Annex Ii
|
111 | Annex Iii
|
" | Morgan Stanley
|
" | Board of Directors
|
114 | Annex Iv
|
119 | Annex V
|
" | Certain Information Regarding ProSource, Inc
|
120 | Item 1. Business
|
123 | Purchasing and Supply
|
125 | Controlling Stockholder
|
" | Merger Agreement
|
127 | Item 2. Properties
|
128 | Item 3. Legal Proceedings
|
" | Item 4. Submission of Matters to A Vote of Security Holders
|
" | Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
|
" | Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
131 | Liquidity and Capital Resources
|
134 | Item 8. Financial Statements and Supplementary Data
|
135 | Independent Auditors' Report
|
163 | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
" | Item 10. Directors and Executive Officers of the Registrant
|
167 | Item 11. Executive Compensation
|
172 | Defined Contribution Plans
|
" | 401(k) Plan
|
173 | Item 13. Certain Relationships and Related Transactions
|
" | Shareholders Agreements
|