|
Transaction
valuation*
|
Amount
of filing fee
|
|
$1,467,883.46
|
$45.06
|
|
|
•
|
Calculated
solely for purposes of determining the filing fee. This amount assumes
that the restricted stock award agreements which granted 900,542
eligible
restricted shares of Common Stock of First Albany Companies
Inc.
|
|
will
be rescinded pursuant to this offer for an award of stock appreciation
rights relating to 2,701,626 shares of Common Stock. The value of
such
restricted shares was calculated by reference to the average of the
high
and low sales price for a share of Common Stock as reported on NASDAQ
on
March 23, 2007. The filing fee was previously paid with the Schedule
TO
filing made with the Securities and Exchange Commission on March
28,
2007.
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||
|
•
|
The
amount of the filing fee, calculated in accordance with Section 13(e)
of
the Securities Exchange Act of 1934, as amended, equals $30.70 for
each
$1,000,000 of the value of the
transaction.
|
|
[
_
]
|
Check
box if any part of the fee is offset as provided by Rule 0-11(a)
(2) and
identify the filing with which the offsetting fee was previously
paid.
Identify the previous filing by registration statement number, or
the Form
or Schedule and the date of its
filing.
|
|
Amount
Previously Paid: [ _ ] Not applicable.
|
Filing
party: [ _ ] Not applicable.
|
|
|
Form
or Registration No.: [ _ ] Not applicable.
|
Date
filed: [ _ ] Not applicable.
|
|
|
[
_
]
|
Check
the box if the filing relates solely to preliminary communications
made
before the commencement of a tender offer.
|
|
|
Check
the appropriate boxes below to designate any transactions to which
the
statement relates:
|
||
|
[
_
]
[
X
]
[
_
]
[
_
]
[
_
]
|
third
party tender offer subject to Rule 14d-l.
issuer
tender offer subject to Rule 13e-4.
going-private
transaction subject to Rule 13e-3.
amendment
to schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the
results
of the tender offer.
|
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|
Item
12.
|
Exhibits.
|
|
(a)
|
(9)
Amendment No. 1 on Form 10-K/A (as filed on May 1, 2007) to Annual
Report
on Form 10-K for its fiscal year ended December 31, 2006 as filed
on March
14, 2007
|
|
(10)
Press Release regarding Extension of the Offer
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||
|
(11)
Email to Eligible Employees with Press
Release
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||
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4
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|
Date:
|
May
10, 2007
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5
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|
Exhibit
|
|
|
Number
|
Description
|
|
(a)
(1)*
|
Terms
of the Offer, dated April 17, 2007.
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|
(a)
(2)*
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Letter
to all eligible employees from Peter McNierney, dated March 27,
2007.
|
|
(a)
(3)*
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Form
of Acceptance Letter.
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|
(a)
(4)*
|
Form
of Withdrawal Letter.
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|
(a)
(5)*
|
Form
of Stock Appreciation Right Agreement under the First Albany Companies
Inc. 1999 Long-Term Incentive Plan (Change of Control-Single
Trigger).
|
|
(a)
(6)*
|
Form
of Stock Appreciation Right Agreement under the First Albany Companies
Inc. 1999 Long-Term Incentive Plan (Change of Control- Double
Trigger).
|
|
(a)
(7)*
|
Form
of Stock Appreciation Right Agreement under the First Albany Companies
Inc. 2001 Long-Term Incentive Plan (Change of Control-Single
Trigger).
|
|
(a)
(8)*
|
Form
of Stock Appreciation Right Agreement under the First Albany Companies
Inc. 2001 Long-Term Incentive Plan (Change of Control-Double
Trigger).
|
|
(a)
(9)
|
Amendment
No. 1 on Form 10-K/A (as filed on May 1, 2007) to Annual Report on
Form
10-K for its fiscal year ended December 31, 2006 as filed on March
14,
2007 (incorporated herein by reference).
|
|
(a)
(10)
|
Press
Release regarding Extension of the Offer.
|
|
(a)
(11)
|
Email
to Eligible Employees with Press Release.
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(d)
(1)*
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The
First Albany Companies Inc. 1989 Stock Incentive Plan (incorporated
by
reference to Exhibit 99.A to the Company’s Registration Statement on Form
S-8 filed May 20, 1999).
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6
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(d)
(2)*
|
The
First Albany Companies Inc. 1999 Long-Term Incentive Plan (incorporated
by
reference to Appendix A to the Company’s Proxy Statement on Schedule 14A
filed March 24, 2005).
|
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(d)
(3)*
|
The
First Albany Companies Inc. 2001 Long-Term Incentive Plan (incorporated
by
reference to Exhibit 99.A to the Company’s Registration Statement on Form
S-8 filed July 31, 2002).
|
|
(d)
(4)*
|
The
First Albany Companies Inc. 2003 Non-Employee Directors Stock Plan
(incorporated by reference to Exhibit 10 to the Company’s Registration
Statement on Form S-8 filed June 2, 2003).
|
|
(d)
(5)*
|
The
First Albany Companies Inc. Restricted Stock Inducement Plan (incorporated
by reference to Exhibit 99.A to the Company’s Registration Statement on
Form S-8 filed May 5, 2005).
|
|
(d)
(6)*
|
The
First Albany Companies Inc. 2005 Deferred Compensation Plan for Key
Employees (incorporated by reference to Appendix B to the Company’s Proxy
Statement on Schedule 14A filed March 24, 2005).
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|
(d)
(7)*
|
The
First Albany Companies Inc. 2005 Deferred Compensation Plan for
Professional and Other Highly Compensated Employees (incorporated
by
reference to Appendix C to the Company’s Proxy Statement on Schedule 14A
filed March 24, 2005).
|
|
(d)
(8)*
|
The
First Albany Companies Inc. Deferred Compensation Plan for Key Employees
(incorporated by reference to Exhibit 4.f to the Company’s Registration
Statement on Form S-8 filed May 4, 2004).
|
|
(d)
(9)*
|
The
First Albany Companies Inc. Deferred Compensation Plan for Professional
and Other Highly Compensated Employees (f/k/a the First Albany Companies
Inc. Deferred Compensation Plan (Non-ERISA))(incorporated by reference
to
Exhibit 4.e to the Company’s Registration Statement on Form S-8 filed May
3, 2002).
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(d)
(10)*
|
First
Albany Companies Inc. 8.5% Senior Notes, due 2010 Note Purchase Agreement,
dated June 13, 2003 (incorporated by reference to Exhibit 10.15 to
the
Company’s Form 10-K for the year ended December 31, 2003 filed on March
12, 2004).
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(d)
(11)*
|
Stock
Purchase Agreement by and among the Shareholders of Descap Securities,
Inc. and First Albany Companies Inc., dated February 18, 2004
(incorporated by reference to Exhibit 10.16 to the Company’s Form 10-Q for
the quarter ended March 31, 2004 filed on May 10,
2004).
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7
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