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- Alternative Formats (Word, et al.)
- (a) Capital Stock of TAGTCR
- Accounting Treatment
- American Prepaid
- (a) No Material Adverse Effect
- (a) Ordinary Course
- (a) Organization, Standing and Power
- (a) Paying Agent
- (a) Representations and Warranties of TAGTCR
- Article Ii Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates
- Article Iii Representations and Warranties
- Article I the Merger
- Article Iv Covenants Relating to Conduct of Business
- Article V Additional Agreements
- Article Vi Conditions Precedent
- Article Viii General Provisions
- Article Vii Termination and Amendment
- (a) Stockholder Approval
- Background of the Merger
- (b) Authority; No Violations; Consents and Approvals
- (b) Cancellation of Treasury Stock and TAGTCR-Owned Stock
- (b) Capital Structure
- (b) Dividends; Changes in Stock
- (b) HSR Act
- (b) Payment Procedures
- (b) Representations and Warranties
- (b) Representations and Warranties of the Guarantors
- Cash-Out of CompDent Stock Options
- (c) Authority; No Violations; Consents and Approvals
- Cautionary Statement Concerning Forward-Looking Information
- Certain Effects of the Merger
- Certain Information Concerning TAGTCR and the Investor Group
- (c) Governmental Consents
- (c) Information Supplied
- (c) Issuance of Securities
- Companies, The
- Company Projections
- Compdent Corporation
- Conduct of CompDent's Business After the Merger
- Conflicts of Interest
- Consolidated Ratios of Earnings to Fixed Charges and Book Value Per Share
- Convertible Preferred Stock
- (c) Performance of Obligations of TAGTCR
- (c) Performance of Obligations of the Company
- (c) Termination of Payment Fund; Interest
- Date, Time, and Place of the Special Meeting
- (d) Board of Directors Recommendation
- (d) Bridge Loan and Financing Commitment
- (d) Financing
- (d) Governing Documents
- (d) No Liability
- (d) Performance of Obligations of the Guarantors
- (d) SEC Documents
- (e) Delaware Law
- Effective Time of the Merger and Payment for Shares
- Effects of the Merger
- (e) Information Supplied
- (e) No Injunctions or Restraints
- (e) Solicitation
- Estimated Fees and Expenses of the Merger
- (e) Withholding Rights
- Experts
- Federal Income Tax Consequences
- Financing of the Merger
- (f) No Acquisitions
- (f) Regulated Subsidiaries
- (g) Compliance with Applicable Laws
- (g) No Dispositions
- GTCR Partnership
- (h) Governmental Filings
- Historical Market Information
- (h) Litigation
- Incorporation of Certain Documents by Reference
- (i) No Dissolution, Etc
- (i) Taxes
- (j) Other Actions
- (j) Pension and Benefit Plans; ERISA
- (k) Absence of Certain Changes or Events
- (k) Certain Employee Matters
- (m) Accounting
- Merger Consideration
- Merger, The
- (m) Vote Required
- (n) Capital Expenditures
- (n) Labor Matters
- NMS Partnership
- (o) Insurance
- (o) Intellectual Property
- Opinion of Financial Advisor
- Original Merger Agreement, The
- Other Management Investors
- Other Matters
- Other Matters to Be Considered
- (p) Environmental Matters
- Perpetual Preferred Stock
- (p) Hedging
- Position of the Investor Group as to Fairness of the Merger
- Post-Merger Ownership and Control of the Surviving Corporation
- Presentations of Financial Advisor
- Principal Stockholders and Stock Ownership of Management and Others
- Proxy Solicitation
- Proxy Statement
- Purchases of Common Stock by Certain Persons
- Purpose and Reasons of the Investor Group for the Merger
- (q) Insurance
- (q) Transfer of Interest in DHDC and DHMI
- Questions and Answers About the Merger
- (r) DHDC Financial Statements
- Record Date and Quorum Requirement
- Rights of Dissenting Stockholders
- (s) Board of Directors Recommendation
- SEC
- Selected Consolidated Financial Data
- Selected Unaudited Pro Forma Consolidated Financial Data
- Special Committee's and the Board's Recommendation, The
- Special Factors
- Special Meeting, The
- Stockholder Proposals
- Summary
- Table of Contents
- TA Fund
- Tagtcr
- Terms of the Convertible Preferred Stock and Perpetual Preferred Stock
- Terms of the Merger Agreement
- The Companies
- The Merger
- The Original Merger Agreement
- The Special Committee's and the Board's Recommendation
- The Special Meeting
- (t) Material Contracts
- Transaction Structure
- (u) Fairness Opinion
- Voting and Revocation of Proxies
- Voting Procedures
- (v) Regulatory Filings
- Where You Can Find More Information
- Who Can Help Answer Your Questions
- (w) State Takeover Laws
- 1.1 The Merger
- 1.2 Closing
- 1.3 Effective Time of the Merger
- 1.4 Effects of the Merger
- 2.1 Effect on Capital Stock
- 2.2 Conversion of Securities
- 2.3 Payment for Shares
- 2.4 Stock Transfer Books
- 2.5 Stock Options
- 2.6 Dissenting Shares
- 3.1 Representations and Warranties of the Company
- 3.2 Representations and Warranties of TAGTCR
- 3.3 Representations and Warranties of the Guarantors
- 4.1 Covenants of the Company
- 4.2 Covenants of TAGTCR and the Guarantors
- 5.1 Preparation of the Proxy Statement; Company Stockholders Meeting
- 5.2 Access to Information
- 5.3 Broker and Finders
- 5.4 Indemnification; Directors' and Officers' Insurance
- 5.5 Efforts and Actions
- 5.6 Publicity
- 5.7 Notice of Certain Events
- 5.8 State Takeover Laws
- 6.1 Conditions to Each Party's Obligation to Effect the Merger
- 6.2 Conditions of Obligations of TAGTCR and the Guarantors
- 6.3 Conditions of Obligations of the Company
- 7.1 Termination
- 7.2 Effect of Termination
- 7.3 Payment of Fees and Expenses
- 8.10 Severability
- 8.11 Enforcement of Agreement
- 8.12 Guarantors
- 8.13 Disclosure Letters
- 8.1 Nonsurvival of Representations, Warranties and Agreements
- 8.2 Notices
- 8.3 Interpretation
- 8.4 Counterparts
- 8.5 Entire Agreement; Third Party Beneficiaries
- 8.6 Governing Law
- 8.7 Assignment
- 8.8 Amendment
- 8.9 Extension; Waiver
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1 | 1st Page - Filing Submission
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" | Compdent Corporation
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4 | Proxy Statement
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" | Questions and Answers About the Merger
|
" | Other Management Investors
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5 | Who Can Help Answer Your Questions
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6 | Cautionary Statement Concerning Forward-Looking Information
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7 | Table of Contents
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9 | Summary
|
" | Effects of the Merger
|
" | The Companies
|
12 | Accounting Treatment
|
14 | Transaction Structure
|
16 | Historical Market Information
|
17 | Selected Consolidated Financial Data
|
19 | Selected Unaudited Pro Forma Consolidated Financial Data
|
23 | Consolidated Ratios of Earnings to Fixed Charges and Book Value Per Share
|
24 | Special Factors
|
" | Background of the Merger
|
" | The Original Merger Agreement
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35 | The Special Committee's and the Board's Recommendation
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40 | Company Projections
|
42 | Opinion of Financial Advisor
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49 | Presentations of Financial Advisor
|
63 | Purpose and Reasons of the Investor Group for the Merger
|
" | Position of the Investor Group as to Fairness of the Merger
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64 | Conflicts of Interest
|
" | Post-Merger Ownership and Control of the Surviving Corporation
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68 | Certain Effects of the Merger
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69 | Financing of the Merger
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70 | Conduct of CompDent's Business After the Merger
|
71 | The Special Meeting
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" | Date, Time, and Place of the Special Meeting
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" | Proxy Solicitation
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" | Record Date and Quorum Requirement
|
" | Voting Procedures
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72 | Voting and Revocation of Proxies
|
" | Effective Time of the Merger and Payment for Shares
|
" | Other Matters to Be Considered
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73 | The Merger
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" | Terms of the Merger Agreement
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" | Merger Consideration
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" | Cash-Out of CompDent Stock Options
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77 | Terms of the Convertible Preferred Stock and Perpetual Preferred Stock
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" | Convertible Preferred Stock
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79 | Perpetual Preferred Stock
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80 | Estimated Fees and Expenses of the Merger
|
" | Rights of Dissenting Stockholders
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82 | Federal Income Tax Consequences
|
84 | Principal Stockholders and Stock Ownership of Management and Others
|
86 | Certain Information Concerning TAGTCR and the Investor Group
|
" | Tagtcr
|
" | GTCR Partnership
|
" | TA Fund
|
87 | NMS Partnership
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88 | American Prepaid
|
90 | Purchases of Common Stock by Certain Persons
|
" | Experts
|
" | Stockholder Proposals
|
" | Other Matters
|
91 | Where You Can Find More Information
|
92 | Incorporation of Certain Documents by Reference
|
97 | Article I the Merger
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" | 1.1 The Merger
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" | 1.2 Closing
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" | 1.3 Effective Time of the Merger
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" | 1.4 Effects of the Merger
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98 | Article Ii Effect of the Merger on the Capital Stock of the Constituent Corporations; Exchange of Certificates
|
" | 2.1 Effect on Capital Stock
|
" | (a) Capital Stock of TAGTCR
|
" | (b) Cancellation of Treasury Stock and TAGTCR-Owned Stock
|
" | 2.2 Conversion of Securities
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99 | 2.3 Payment for Shares
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" | (a) Paying Agent
|
" | (b) Payment Procedures
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100 | (c) Termination of Payment Fund; Interest
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" | (d) No Liability
|
" | (e) Withholding Rights
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" | 2.4 Stock Transfer Books
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" | 2.5 Stock Options
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101 | 2.6 Dissenting Shares
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" | Article Iii Representations and Warranties
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" | 3.1 Representations and Warranties of the Company
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" | (a) Organization, Standing and Power
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102 | (b) Capital Structure
|
103 | (c) Authority; No Violations; Consents and Approvals
|
104 | (d) SEC Documents
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105 | (e) Information Supplied
|
" | (f) Regulated Subsidiaries
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" | (g) Compliance with Applicable Laws
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106 | (h) Litigation
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" | (i) Taxes
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107 | (j) Pension and Benefit Plans; ERISA
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108 | (k) Absence of Certain Changes or Events
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109 | (m) Vote Required
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" | (n) Labor Matters
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" | (o) Intellectual Property
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110 | (p) Environmental Matters
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111 | (q) Insurance
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" | (r) DHDC Financial Statements
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112 | (s) Board of Directors Recommendation
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" | (t) Material Contracts
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" | (u) Fairness Opinion
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" | (v) Regulatory Filings
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" | (w) State Takeover Laws
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" | 3.2 Representations and Warranties of TAGTCR
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113 | (b) Authority; No Violations; Consents and Approvals
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" | (c) Information Supplied
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114 | (d) Board of Directors Recommendation
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" | (e) Delaware Law
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" | 3.3 Representations and Warranties of the Guarantors
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115 | (d) Bridge Loan and Financing Commitment
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116 | Article Iv Covenants Relating to Conduct of Business
|
" | 4.1 Covenants of the Company
|
" | (a) Ordinary Course
|
" | (b) Dividends; Changes in Stock
|
" | (c) Issuance of Securities
|
" | (d) Governing Documents
|
" | (e) Solicitation
|
117 | (f) No Acquisitions
|
" | (g) No Dispositions
|
" | (h) Governmental Filings
|
" | (i) No Dissolution, Etc
|
" | (j) Other Actions
|
" | (k) Certain Employee Matters
|
118 | (m) Accounting
|
" | (n) Capital Expenditures
|
" | (o) Insurance
|
" | (p) Hedging
|
" | (q) Transfer of Interest in DHDC and DHMI
|
" | 4.2 Covenants of TAGTCR and the Guarantors
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119 | Article V Additional Agreements
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" | 5.1 Preparation of the Proxy Statement; Company Stockholders Meeting
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120 | 5.2 Access to Information
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" | 5.3 Broker and Finders
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" | 5.4 Indemnification; Directors' and Officers' Insurance
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121 | 5.5 Efforts and Actions
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" | 5.6 Publicity
|
122 | 5.7 Notice of Certain Events
|
" | 5.8 State Takeover Laws
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" | Article Vi Conditions Precedent
|
" | 6.1 Conditions to Each Party's Obligation to Effect the Merger
|
" | (a) Stockholder Approval
|
" | (b) HSR Act
|
" | (c) Governmental Consents
|
" | 6.2 Conditions of Obligations of TAGTCR and the Guarantors
|
" | (a) No Material Adverse Effect
|
" | (b) Representations and Warranties
|
" | (c) Performance of Obligations of the Company
|
" | (d) Financing
|
123 | (e) No Injunctions or Restraints
|
" | 6.3 Conditions of Obligations of the Company
|
" | (a) Representations and Warranties of TAGTCR
|
" | (b) Representations and Warranties of the Guarantors
|
" | (c) Performance of Obligations of TAGTCR
|
" | (d) Performance of Obligations of the Guarantors
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124 | Article Vii Termination and Amendment
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" | 7.1 Termination
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" | 7.2 Effect of Termination
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125 | 7.3 Payment of Fees and Expenses
|
126 | Article Viii General Provisions
|
" | 8.1 Nonsurvival of Representations, Warranties and Agreements
|
" | 8.2 Notices
|
127 | 8.3 Interpretation
|
" | 8.4 Counterparts
|
" | 8.5 Entire Agreement; Third Party Beneficiaries
|
" | 8.6 Governing Law
|
" | 8.7 Assignment
|
128 | 8.8 Amendment
|
" | 8.9 Extension; Waiver
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" | 8.10 Severability
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" | 8.11 Enforcement of Agreement
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" | 8.12 Guarantors
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129 | 8.13 Disclosure Letters
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161 | SEC
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