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SUMMARY ADVERTISEMENT
EXHIBIT 99(a)(5)(iii)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares. The Offer is made solely by the Offer to Purchase, dated June
28, 2001, and the related Letter of Transmittal, and any amendments or
supplements to the Offer to Purchase or Letter of Transmittal. The Offer is not
being made to, nor will tenders be accepted from or on behalf of, holders of
Shares in any jurisdiction in which the making or acceptance of offers to sell
Shares would not be in compliance with the laws of that jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of Todd by US Bancorp Piper Jaffray, Inc., the Dealer Manager of this
Offer, or one or more registered brokers or dealers licensed under the laws of
that jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
BY
TODD SHIPYARDS CORPORATION
OF UP TO
4,000,000 SHARES OF ITS COMMON STOCK
AT A PURCHASE PRICE NOT GREATER THAN $8.25
NOR LESS THAN $7.00 PER SHARE.
Todd Shipyards Corporation, a Delaware corporation ("Todd"), is
offering to purchase for cash up to 4,000,000 shares of its common stock, $0.01
par value per share (including the associated preferred stock purchase rights,
the "Shares"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated June 28, 2001 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which together, as they may be amended and
supplemented from time to time, constitute the "Offer"). Todd is inviting its
shareholders to tender their Shares at prices specified by the tendering
shareholders that are not greater than $8.25 nor less than $7.00 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions of the Offer. The Offer is not conditioned on any minimum number of
Shares being tendered. The Offer is, however, subject to other conditions set
forth in the Offer to Purchase and the related Letter of Transmittal.
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME,
ON JULY 31, 2001, UNLESS THE OFFER IS EXTENDED.
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TODD'S BOARD OF DIRECTORS HAS APPROVED THE OFFER. HOWEVER, NEITHER TODD NOR ITS
BOARD OF DIRECTORS NOR THE DEALER MANAGER IS MAKING ANY RECOMMENDATION TO ITS
SHAREHOLDERS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES OR
AS TO THE PRICE OR PRICES AT WHICH SHAREHOLDERS MAY CHOOSE TO TENDER THEIR
SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER THEIR
SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH
SUCH SHARES SHOULD BE TENDERED. CERTAIN OF TODD'S DIRECTORS AND EXECUTIVE
OFFICERS HAVE ADVISED TODD THAT THEY INTEND TO TENDER 1,514,937 SHARES IN THE
OFFER REPRESENTING APPROXIMATELY 53.3% OF THEIR COLLECTIVE HOLDINGS.
Todd will, upon the terms and subject to the conditions of the Offer,
determine the single per Share price, not in excess of $8.25 nor less than
$7.00 per Share, that it will pay for Shares properly tendered under the
Offer, taking into account the number of Shares so tendered and the prices
specified by tendering shareholders. Todd will select the lowest purchase price
(the "Purchase Price") that will allow it to purchase 4,000,000 Shares, or such
lesser number of Shares as are properly tendered (and not properly withdrawn)
pursuant to the Offer. All Shares properly tendered (and not properly withdrawn)
prior to the "expiration date" (as defined below) at prices at or below the
Purchase Price will be purchased at the Purchase Price, upon the terms and
subject to the conditions of the Offer, including the "odd lot" and proration
provisions.
Under no circumstances will interest be paid on the Purchase Price for
the Shares, regardless of any delay in making such payment. All Shares acquired
in the Offer will be acquired at the Purchase Price regardless of whether the
shareholder selected a lower price. The term "expiration date" means 12:00
Midnight, Eastern time, on Tuesday, July 31, 2001, unless Todd, in its sole
discretion, shall have extended the period of time during which the Offer will
remain open, in which event the term "expiration date" shall refer to the latest
time and date at which the Offer, as so extended by Todd, shall expire. Todd
reserves the right, in its sole discretion, to purchase more than 4,000,000
Shares under the Offer subject to applicable law. For purposes of the Offer,
Todd will be deemed to have accepted for payment (and therefore purchased)
Shares properly tendered and not withdrawn, subject to the "odd lot" and
proration provisions of the Offer, only when, as and if Todd gives oral or
written notice to US Bank, the depositary of the Offer, of its acceptance for
payment of such Shares under the Offer. Payment for Shares tendered and accepted
for payment under the Offer will be made only after timely receipt by the
depositary of certificates for such Shares or a timely confirmation of a
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book-entry transfer of such Shares into the depositary's account at the
"book-entry transfer facility" (as defined in the Offer to Purchase), a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile of the Letter of Transmittal), an Agent's Message (as defined in the
Offer to Purchase) in the case of a book-entry transfer, or the specific
acknowledgement in the case of a tender through the Automated Tender Offer
Program of the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) and any other documents required by the Letter of Transmittal.
Upon the terms and subject to the conditions of the Offer, if more than
4,000,000 Shares, or such greater number of Shares as Todd may elect to purchase
subject to applicable law, have been properly tendered (and not properly
withdrawn) prior to the expiration date at prices at or below the Purchase
Price, Todd will purchase properly tendered Shares on the following basis: (1)
all Shares properly tendered and not properly withdrawn prior to the expiration
date by any "odd lot holder" (as defined in the Offer to Purchase) who (a)
tenders all Shares owned beneficially or of record by such odd lot holder at a
price at or below the Purchase Price (partial tenders will not qualify for this
preference) and (b) completes the section entitled "Odd Lots" in the Letter of
Transmittal and, if applicable, in the Notice of Guaranteed Delivery, (2) after
the purchase of all of the foregoing Shares, all other Shares properly and
unconditionally tendered at prices at or below the Purchase Price and not
properly withdrawn prior to the expiration date, on a pro rata basis, with
appropriate adjustments to avoid purchases of fractional Shares, and (3)
thereafter Shares properly tendered subject to conditions requiring purchase of
a minimum number of shares will be selected by random lot. All other Shares that
have been tendered and not purchased will be returned to the shareholder as
promptly as practicable after the expiration date.
Todd expressly reserves the right, in its sole discretion, at any time
and from time to time, to extend the period of time during which the Offer is
open and thereby delay acceptance for payment of, and payment for, any Shares by
giving oral or written notice of such extension to the depositary and making a
public announcement thereof no later than 9:00 a.m., Eastern time, on the next
business day after the previously scheduled expiration date. During any such
extension, all Shares previously tendered and not properly withdrawn will remain
subject to the Offer and to the right of a tendering shareholder to withdraw
such shareholder's Shares.
Todd is making the Offer because (1) Todd believes that it currently
has excess capital for its business operations, (2) Todd believes that the
Offer is consistent with its long-term corporate goal of increasing shareholder
value, (3) the Offer is a prudent use of its financial resources, given its
assets and current market price, and (4) Todd believes that investing in its own
Shares is an attractive use of capital and an efficient means to provide value
to its shareholders. In addition, where Shares are tendered by the registered
owner thereof directly to the depositary pursuant to the Offer, the sale of
those Shares in the Offer will permit the seller to avoid the usual transaction
costs associated with open market sales.
Tenders of Shares under the Offer are irrevocable, except that tendered
Shares may be withdrawn at any time prior to the expiration date and, unless
previously accepted for payment by Todd under the Offer, may also be withdrawn
at anytime after 12:00 Midnight, Eastern time, on Thursday, August 23, 2001.
For withdrawal to be effective, a written,
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telegraphic or facsimile transmission notice of withdrawal must be timely
received by US Bank at its address set forth on the back cover page of the Offer
to Purchase. Any such notice of withdrawal must specify the name of the
tendering shareholder, the number of Shares to be withdrawn and the name of the
registered holder of such Shares. If the certificates for Shares to be withdrawn
have been delivered or otherwise identified to the depositary, then, before the
release of such certificates, the serial numbers shown on such certificates must
be submitted to the depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an "eligible guarantor institution" (as defined in the
Offer to Purchase), unless such Shares have been tendered for the account of an
eligible guarantor institution. If Shares have been tendered pursuant to the
procedure for book-entry transfer set forth in the Offer to Purchase, any notice
of withdrawal also must specify the name and the number of the account at the
book-entry transfer facility to be credited with the withdrawn Shares and must
otherwise comply with such book-entry transfer facility's procedures. All
questions as to the form and validity of any notice of withdrawal, including the
time of receipt, will be determined by Todd, in its sole discretion, whose
determination will be final and binding. None of Todd, US Bank as the
depositary, Morrow & Co., Inc. as the information agent, US Bancorp Piper
Jaffray, Inc., as the Dealer Manager or any other person will be under any duty
to give notification of any defects or irregularities in any tender or notice of
withdrawal or incur any liability for failure to give any such notification.
In certain circumstances, some tendering shareholders whose Shares are
purchased in the Offer may be treated for U.S. federal tax purposes as having
received an amount taxable as a distribution or dividend rather than as a
capital gain or loss. Shareholders are strongly encouraged to read the Offer to
Purchase for additional information regarding the U.S. federal tax consequences
of participating in the Offer.
The information required to be disclosed by Rule 13e-4(d)(1) under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal are being
mailed promptly to record holders of Shares whose names appear on Todd's
shareholder list and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the shareholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION. SHAREHOLDERS SHOULD READ THEM CAREFULLY BEFORE MAKING
ANY DECISION REGARDING THE OFFER.
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Manager at the respective telephone numbers and
addresses set forth below. Additional copies of the Offer to Purchase, the
Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from
the Information Agent at the address and telephone number set forth below and
will be promptly furnished by Todd at its expense. Shareholders may also contact
their
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broker, dealer, commercial bank, trust company or nominee for assistance
concerning the Offer. To confirm delivery of Shares, shareholders are directed
to contact the Depositary.
The Information Agent for the offer is:
Morrow & Co., Inc.
445 Park Avenue, 5th Floor
New York, NY 10022
Call Collect: (212) 754-8000
Banks and Brokers Call: (800) 654-2468
Stockholders Please Call: (800) 607-0088
e-mail: todd.info@morrowco.com
The Dealer Manager for the offer is:
U.S. Bancorp Piper Jaffray, Inc.
11111 Santa Monica Boulevard, Suite 1210
Los Angeles, CA 90025
Phone: (888) 466-5542
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