Each one in plain English, with the numbers worked through for a shareholder.
16 Sept 2003business combination● Neutral
Edge's first amendment to the Miller merger filing lowers the exchange range to about 1.22 to 1.30 Edge shares per Miller share, meaning roughly 2.53 to 2.69 million new Edge shares. It also discloses that Miller holders with about 50.1% of Miller shares, and Edge holders with about 4% of Edge shares, have agreed to vote in favour. The $12.7 million value no longer appears in the opening letter. Meeting dates are still blank.
Edge filed the formal registration for the Miller Exploration merger agreed in May 2003, a stock-for-stock deal valued at $12.7 million. Miller holders would get roughly 1.23 to 1.31 Edge shares per Miller share, with up to 4,136,595 Edge shares registered. Edge holders must approve the share issuance, and are also asked to raise the incentive plan from 1,200,000 to 1,700,000 shares (the plan increase only takes effect if the merger closes). Meeting dates and final share counts are still blank.
Edge agreed to buy Miller Exploration in an all-stock merger valued at $12.7 million. The number of Edge shares issued would be set by a 20-day average Edge price, collared between $4.70 and $5.00 per share.
Nine months after hiring Arthur Andersen, Edge dropped it for KPMG - the forced move every Andersen client made as that firm collapsed over Enron, not a sign of any problem at Edge.
Edge replaced Deloitte & Touche, its auditor of more than four years, with Arthur Andersen; both firms confirmed there had been no disagreements and no qualified opinions behind the switch.
MARLIN CAPITAL CORP, THE PRIVATE INVESTMENT FUND, MARK G. EGAN reported a EDGE PETROLEUM CORP shareholding of 941,800 shares (10.25% of votes) in a periodic institutional filing.