In re Meyers Parking System Inc.
Securities and Exchange Commission
Exchange Act Release No. 26,069 (1988)
The Fink-Gordon Group, which controlled about 80 percent of Meyers Parking System Inc. (MPS) stock, proposed a going-private merger. MPS's special committee dissolved amid difficulty, and the board later approved a revised $29.50-per-share price after only a brief presentation from its financial advisor, Bear Stearns & Co. (Bear Stearns), without detailed board discussion of the factors behind that number. MPS then filed a Schedule 13E-3 listing generic valuation factors — market price, book value, going-concern value, liquidation value, and Bear Stearns's opinion — without explaining how any of them were actually calculated or weighed. The SEC brought an action to determine whether this disclosure satisfied Rule 13e-3.
Whether a Schedule 13E-3 transaction statement filed with the SEC must provide a reasonably detailed discussion of the material factors underlying the company's belief that the transaction is fair to unaffiliated security holders.