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| ARTL > SEC Filings for ARTL > Form 8-K on 25-Aug-2009 | All Recent SEC Filings |
25-Aug-2009
Other Events
On August 24, 2009, the Board of Directors of The Aristotle Corporation (the "Company") received a letter from Geneve Corporation ("Geneve"), the owner of 90.6% of the Company's outstanding voting stock, indicating Geneve's intention to acquire the balance of the shares of the Company's Common Stock and Series I Preferred Stock that it does not already own by means of a short-form merger (the "Merger") pursuant to Section 253 of the General Corporation Law of the State of Delaware.
Because the Merger is being structured as a short-form merger, no action is required of the Company's Board of Directors or the public stockholders for the Merger to become effective. Prior to completion of the Merger, the holders of the Company's Common Stock and Series I Preferred Stock will receive notice of their rights of appraisal under Delaware law. Geneve is under no obligation to consummate the Merger and could decide to withdraw from the transaction at any time before it becomes effective.
Pursuant to regulations of the Securities and Exchange Commission (the "SEC"), Geneve has filed with the SEC an amended Schedule 13D and a Transaction Statement on Schedule 13E-3 in respect of the Merger (copies of such documents are available at the Company's website: aristotlecorp.net, and the SEC's website: http://www.sec.gov).
The information in this Form 8-K shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, unless
expressly set forth by specific reference in such filing.
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