Thresher Industries, Inc. (THRR)

[wsbvcb]

At the CC both the CFO and the THRR attorney clearly stated that the offer will be a mini tender offer.

The SEC website points out that the only regulation governing a mini is Reg 14 of the 1934 Act, which, as to the buyer, prohibits fraud or deception; requires that the offer be held open for minimun time periods; and requires prompt payment after the closing. The target company is required to state its position on the offer and can recommend acceptance or rejection of the offer by the shareholders. Neither party is required to do anything else before the offer is made. In fact, since the offer is made to the shareholders, the target company itself does not need to be notified of the offer See "fast answers" and go to "mini tender offer" in the index.

Is this discussion of 5% ownership and filing requirements taking into account that a mini tender offer (one for 5% or less of OS) does not require any of the filing and disclosures (including details of the offer, which would disclose the name of the buyer) normally required for a tender offer?

It appears to me that the only way the buyer can make a mini tender offer and still buy 100% of the OS is to hold 95% of the OS at the time of the offer. Does anyone have another way to reconcile the use of a mini for 5% and the description of the offer as 100%?