III. FAQS

G. Business Combinations

1. On what forms do companies file their disclosures about a tender offer, merger, or acquisition?

We identify some of the more common filings used in tender offers and mergers and acquisitions in the chart below.

Tender Offer and Acquisitions

SC TO-I (statement of issuer)(previously SC13E-4), SC

TO-T (statement of third party)(previously SC 14D-1); SC TO-C (written communication relating to an issuer or third party) SC14D9, SC 13D, SC 13G, SC 13E4F (foreign issuers)

Proxy materials when a shareholder vote is required

PREM14A, DEFM14A

Stock offerings resulting from a tender offer or business combination

S-3, S-4, prospectus noted in EDGAR as Form 425

Announcements of

Certain Agreements and

Offers

Current Reports Filed on Form 8-K


2. Can I obtain a list of companies involved in mergers and acquisitions through EDGAR?

No. EDGAR does not organize filings in this fashion. However, you can do header searches for specific periods of time to find filings used in connection with mergers and acquisitions such as the Form S-3, Form S-4, and proxy materials.

3. Can I find the terms of a specific merger or acquisition in EDGAR?

Yes. You can look at Form 8-K. Item 1.01 of this form requires disclosure of information concerning the entering of material definitive agreements; Item 1.02 requires disclosure of the termination of such agreements. Item 2.01 requires the disclosure of information relating to the completion of the acquisition or disposition of corporate assets. You also can look for exhibits to periodic reports filed on Form 10-K and Form 10-Q.

If the merger or acquisition required a vote by shareholders, the agreement also is available in the proxy material file with the SEC on Schedule 14A.