Portfolio 7-3rd: Corporate Stock Repurchases and Going Private

Wks. 1 Section 13(e) of the Securities Exchange Act of 1934 (15 U.S.C. §78m)

Wks. 2 Rule 13e-3: Going Private Transactions by Certain Issuers or Their Affiliates

Wks. 3 Rule 13e-4: Tender Offers by Issuers

Wks. 4 Schedule 13E-3: Rule 13e-3 Transaction Statement Pursuant to §13(e) of the Securities Exchange Act of 1934

Wks. 5 Schedule TO

Wks. 6 Schedule 13E-4: Cendant Corporation

Wks. 7 Going Private Transaction: United Foods, Inc. *

Wks. 8 Stock Repurchase: Tender Offer for XYZ of USA, Inc. by ABC, Inc. *

Wks. 9 List of Recent Schedule 13E-3's Filed With the Securities and Exchange Commission

Wks. 10 Regulation M-A

Wks. 11 Authorization to Purchase Corporation’s Outstanding Common Stock

Wks. 12 Sample Loan Agreement Negative Covenant and Default Clauses Providing for Acceleration of Note if Capital Is Reduced Below Specified Level

Wks. 13 Excerpt from Wells, Rich Green Prospectus, Disclosure of Stated Capital Surplus Limitation as Applied to Stock Repurchase Debentures