BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Commission. Officers, directors and greater than 10% shareholders are required by the Exchange Act to furnish the Company with copies of all Section 16(a) forms they file.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. ... 67 PERSONS MAKING THE SOLICITATION; EXPENSES OF SOLICITATION... 67
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers and persons who own more than ten percent of a registered class of the Company's equity securities, to file with the Securities and Exchange Commission (the "SEC") initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. Based solely upon review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that there was compliance for the fiscal year ended December 31, 2000, with all Section 16(a) filing requirements applicable to the Company's officers, directors and greater-than-ten-percent beneficial owners.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Securities Exchange Act of 1934 requires PlayCore's executive officers, directors, and more than 10 percent stockholders to file with the Securities and Exchange Commission reports on prescribed forms of their ownership and changes in ownership of Common Stock and furnish copies of such forms to the Company. The Company believes that during and with respect to the fiscal year ended December 31, 1999, all reports required by Section 16(a) to be filed by the Company's officers, directors and more than 10 percent stockholders were filed on a timely basis. EXHIBIT A [DONAXXXXX, XXFKXX & XENRXXXX XXXXXXXXXX] Xpril 13, 2000 Board of Directors PlayCore Inc. 15 Wxxx Xxxxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 Xxar Sirs: You have requested our opinion as to the fairness from a financial point of view to the holders of common stock, par value $0.01 per share ("Company Common Stock"), of PlayCore, Inc. (the "Company") of the consideration to be received by such holders pursuant to the terms of the Agreement and Plan of Merger, dated as of April 13, 2000 (the "Agreement"), by and among the Company, PlayCore Holdings, Inc., a Delaware corporation ("Parent") and Jasdrew Acquisition Corp., a Delaware corporation and a wholly owned subsidiary Parent ("Acquisition Company") pursuant to which Acquisition Company will be merged (the "Merger") with and into the Company. Pursuant to the Agreement, Acquisition Company and the Company will commence a tender offer (the "Tender Offer") for all outstanding shares of Company Common Stock at a price of $10.10 per share. The Tender Offer is to be followed by the Merger in which the shares of all holders who did not tender will be converted into the right to receive $10.10 per share in cash. In arriving at our opinion, we have reviewed the Agreement and the annex thereto, the Conditions to the Offer. We also have reviewed financial and other information that was publicly available or furnished to us by the Company including information provided during discussions with the Company's management. Included in the information provided during discussions with management were certain financial projections of the Company for the period beginning January 1, 2000 and ending December 31, 2002 prepared by the management of the Company. In addition, we have compared certain financial and securities data of the Company with various other companies whose securities are traded in public markets, reviewed the historical stock ...
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Exchange Act ("Section 16") requires the Company's executive officers, directors and beneficial owners of more than 10% of the Company's Common Stock (collectively, "Insiders") to file reports of ownership and changes in ownership of Common Stock of the Company with the Securities and Exchange Commission and the New York Stock Exchange, and to furnish the Company with copies of all Section 16(a) forms they file. The Company became subject to Section 16 in conjunction with the registration of its Common Stock under the Exchange Act effective October 31, 1995. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons that no Form 5's were required for those persons, the Company believes that its Insiders complied with all applicable Section 16 filing requirements during fiscal 1996.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Xxxx Xxxxxx, a director, filed a late Form 4 reporting two sales of common shares in November 1999. Xxxxxxx X. Xxxxx, Ph.D., an executive officer, filed a late Form 4 reporting one sale of common shares in November 1999. Xxxxxx X. Xxxxxxx, an executive officer, filed a late Form 4 reporting one purchase of common shares in January 2000. In his Form 5 for the 2000 fiscal year, Xxxx Xxxxxx, Ph.X., a director, reported late one purchase of common shares in February 2000. In September 2000, Xxxxxx X. XxXxxxxxxx and Xxxx X. Xxxxxxxx, each filed a late Form 3 reporting that they had been named as executive officers in May 2000. Xx. Xxxxxxxx filed an amended Form 3 to report beneficial ownership of non-derivative securities of the Company which were inadvertently omitted from his original Form 3. In his Form 5 for the 2000 fiscal year, Xx. Xxxxxxxx reported late five sales of common shares in May 2000. Xxxx X. Xxxxxxxxx, an executive officer, filed a late Form 4 reporting one sale of common shares in May 2000. PROPOSAL NO. 1
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Our executive officers and directors are required under the Securities Exchange Act of 1934 (the “Exchange Act”) to file reports of ownership of common stock of the Company with the SEC. Copies of those reports must also be furnished to the Company. Based solely on a review of the copies of reports furnished to the Company and written representations that no other reports were required, the Company believes that during fiscal 2009 the executive officers and directors of the Company timely complied with all applicable filing requirements, except that due to a technical administrative error, one report filed on behalf of Mr. Komaroff covering two transactions, which was attempted to be timely filed on March 3, 2009 but was inadvertently filed as a test filing, was not officially filed as a live filing until March 11, 2009.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Due to an internal administrative oversight, Form 5s for three executive officers were not filed on a timely basis. No transaction was involved as the filings related to repricing of options. PRINCIPAL STOCKHOLDERS OF FEDDERS The following table sets forth information at December 12, 2001 with respect to the beneficial ownership of our voting securities by all persons known by the us to own more than 5% of Fedders' outstanding voting securities. Unless otherwise indicated, the owners listed have sole voting and investment power. AMOUNT NAME AND ADDRESS OF BENEFICIALLY PERCENT TITLE OF CLASS BENEFICIAL OWNER (1) OWNED OF CLASS ------------------------- --------------------------------------- ----------------------- ---------------------- Class B Stock Salvatore Giordano 2,262,566 09.82% Joseph Giordano and Sal Giordano, Jr. x/x Xxxxxrs Coxxxxxxxxx Xxxxxxx Xoxxxx, XX 07938
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors and greater-than-10% stockholders to file reports of their beneficial ownership of Common Stock, and to provide the Company with copies of all reports they file. The rules of the SEC require the Company to disclose in this Information Statement any late filings of these reports. Based on our review of these reports and certifications given to us, we believe that there were no late filings in 2000.
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the 1934 Act and regulations of the Commission thereunder require the Company's officers and directors and persons who own more than ten percent of the Company's Common Stock, as well as certain affiliates of such persons, to file initial reports of ownership and changes in ownership with the Commission. Officers, directors and persons owning more than ten percent of the Company's Common Stock are additionally required to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it and written representations that no other reports were required for those persons, the Company believes that all filing requirements applicable to its officers, directors and owners of more than ten percent of the Company's Common Stock have been made as required with respect to fiscal year 1999.
