Note
4
INITIAL
PUBLIC OFFERING
On September 17, 1997, the Board of Directors of the Company
(the “Board”) authorized management to begin the process necessary
for registration of the Company’s Common Stock under the
Securities Act of 1933, as amended, in order to permit the
Company’s shareholders to make a U.S. and international public
offering (the “Offerings”) of a portion of their shares (the
“Selling Shareholders”). On October 27, 1997, the Board (i)
declared a special dividend in the aggregate amount of $150.9
million, which was paid on January 9, 1998 to Common Stock
holders of record as of December 2, 1997 (the “Special Dividend”)
and (ii) approved a proposal which was presented to
the shareholders by proxy and subsequently approved on December
2, 1997 at a special meeting. In general, the approved proposal
(a) effected a recapitalization of the Company’s capital
stock (the “Recapitalization”), (b) made certain other changes
to the Restated Articles of Incorporation and By-laws
which are typical of public companies and (c) provided for
the adoption of equity-based incentive and investment plans
for employees of the Company (collectively, the “Stock Incentive
Plans”).
While the Stock Incentive Plans became effective upon
approval by the Company’s shareholders on December 2, 1997,
the Recapitalization and other changes to the Restated Articles
of Incorporation and By-laws became effective upon their filing
with the State of Michigan which occurred on February 20,
1998. The Offerings, which occurred on February 18, 1998 and
closed on February 25, 1998, included 13,972,500 shares of
Class A Common Stock at an initial public offering price per
share of $28.00. In addition, the Company purchased 1,650,000
shares of Class B Common Stock from the Selling Shareholders
at the same price at which the shares of Class A Common Stock
were sold to the Underwriters in the Offerings to fulfill
the Employee Stock Grant and the Employee Discount Option
Grant (the “Stock Repurchase”) discussed in Note 12. This
Stock Repurchase aggregated $43.5 million.
|