The Form SC 14D1 Files Dataset is a closed corpus of third-party tender offer statements filed on EDGAR under Section 14(d)(1) of the Securities Exchange Act of 1934. Each record is a single EDGAR submission — either an initial Schedule 14D-1 (SC 14D1) or an amendment (SC 14D1/A) — filed by a bidder commencing a cash or exchange offer for equity securities of a reporting company. The dataset covers filings from January 1994 through Schedule 14D-1's retirement in January 2000 under SEC Release No. 33-7760, when the form was consolidated into Schedule TO. Records are packaged per accession in monthly ZIP containers carrying a normalized metadata.json alongside the original TXT and HTML documents from the EDGAR submission, with image files excluded. The corpus is the canonical pre-2000 record of third-party tender offers and is most often paired with Schedule 14D-9 (target responses), Schedule 13E-4 (issuer self-tenders), and successor Schedule TO filings for cross-regime continuity.
Programmatically retrieve the full list of dataset archive files, download URLs and dataset metadata.
Dataset Index JSON API
Download the entire dataset as a single archive file.
Download Entire Dataset:
Download a single container file (e.g. monthly archive) from the dataset.
Download Single Container:
The dataset is built around Schedule 14D-1, the tender offer statement required under Section 14(d)(1) of the Exchange Act and prescribed by Rule 14d-100 (17 C.F.R. § 240.14d-100). Any third-party bidder commencing a tender offer for equity securities of a reporting company — where consummation would push the bidder over 5 percent beneficial ownership of the class — was required to file Schedule 14D-1 disclosing the bidder's identity, the subject company, the securities sought, the offer terms, the source of funds, and the purpose of the offer. The schedule was retired effective January 2000 by SEC Release No. 33-7760, which consolidated the tender offer disclosure regime under Schedule TO.
Coverage spans EDGAR filings from January 1994 — when third-party tender offer statements began appearing on EDGAR under the agency's phased electronic filing rollout — through the form's retirement at the end of 1999, plus a tail of post-2000 stragglers filed against legacy 005- tender-offer file numbers. The dataset captures both initial Schedule 14D-1 filings and all SC 14D1/A amendments to those filings; it is bounded narrowly to the third-party bidder population and deliberately excludes issuer self-tenders (Schedule 13E-4), going-private disclosures (Schedule 13E-3), and target responses (Schedule 14D-9). The file types present are TXT (predominant, covering both plain text and SGML-wrapped text documents), HTML (more common in the 1999–2000 wind-down period), and JSON (the per-record metadata.json). Records are delivered as monthly ZIP archives keyed YYYY/YYYY-MM.zip.
A single record in the Form SC 14D1 Files Dataset is one complete EDGAR submission filed on Schedule 14D-1 — either an initial third-party tender offer statement (SC 14D1) or an amendment to a previously filed Schedule 14D-1 (SC 14D1/A). Each record is keyed by an EDGAR accession number and corresponds, one-to-one, to the bundle of documents that the bidder submitted to the SEC for that filing event. The dataset packages each accession into its own folder containing a normalized metadata.json plus the original document files exactly as they were filed, with image files removed. A single tender offer therefore typically spans many dataset records: the initial Schedule 14D-1 plus a sequence of SC 14D1/A amendments, all tied together by a shared EDGAR file number in the 005- tender-offer file series.
Internally, a Schedule 14D-1 is a multi-Item disclosure cover sheet that attaches as exhibits — and to a limited extent incorporates by reference — the substantive tender-offer materials, most importantly the Offer to Purchase and the Letter of Transmittal. The body of the schedule is organized into numbered Items that track the disclosure topics enumerated in Rule 14d-100, with supporting documents filed as exhibits under Item 11.
Records are delivered as monthly ZIP archives, one per calendar month of EDGAR activity, keyed YYYY/YYYY-MM.zip. Each archive unpacks into a single top-level directory named after the month (YYYY-MM/) containing one subdirectory per accession number. The subdirectory name is the 18-digit accession number with the dashes stripped — for example, accession 0001165167-02-500007 lives in folder 000116516702500007/ — which mirrors EDGAR's own URL convention under /Archives/edgar/data/<cik>/<accession-no-dashes>/. Container density tracks Schedule 14D-1's lifecycle: monthly archives in the active 1994–1999 era hold hundreds of accession folders each, while post-January-2000 months hold only the occasional straggling amendment.
Inside each accession folder are two kinds of artifacts:
metadata.json — a single flat JSON object describing the filing, the parties, and the document inventory. Always present, exactly once per record.formaltxt.txt, sc14d1.txt, ex991.htm, ex-99.1.htm, and similar). These are the text and HTML documents that constituted the EDGAR submission. Image files (TIFF, JPG, GIF) are excluded by design; references to those images may still appear inside HTML or text exhibits, but the binaries themselves are not present.metadata.json objectmetadata.json is a flat object that summarizes the EDGAR-level facts of the submission and inventories its components. The fields carried per record are:
formType — either "SC 14D1" for an initial tender offer statement or "SC 14D1/A" for an amendment.accessionNo — the EDGAR accession number in canonical dashed form ("0001165167-02-500007"). The on-disk folder name is the same string with dashes removed.filedAt — ISO-8601 timestamp with an Eastern-time offset, e.g. "2002-01-15T00:00:00-05:00". EDGAR timestamps Schedule 14D-1 filings to the filing date only; the intraday time is conventionally midnight.description — EDGAR's human-readable form description, e.g. "Form SC 14D1/A - Tender offer statement.: [Amend]". The : [Amend] suffix is the explicit marker for amendments.linkToFilingDetails — URL to the primary document of the submission on www.sec.gov.linkToTxt — URL to the complete SGML-wrapped submission text file (the <accession-no>.txt archive).linkToHtml — URL to the EDGAR filing-index HTML page for the accession (the <accession-no>-index.htm page).linkToXbrl — an empty string for this dataset; Schedule 14D-1 carries no XBRL.dataFiles — an empty array for this dataset, for the same reason.documentFormatFiles — an array describing every file in the EDGAR submission.entities — an array describing the parties to the filing (bidder, subject company, and any additional filers).id — a stable opaque hexadecimal record identifier.documentFormatFiles[]Each element of documentFormatFiles describes one file in the EDGAR submission and carries:
sequence — the EDGAR sequence number as a string ("1", "2", …). The complete-submission archive entry uses a blank string rather than a number.size — byte size as a string.documentUrl — direct URL to the file on www.sec.gov under /Archives/edgar/data/<cik>/<accession-no-dashes>/.description — free-text label as supplied by the filer, typically the exhibit description ("FORMAL TENDER OFFER", "OFFER TO PURCHASE", "LETTER OF TRANSMITTAL", "PRESS RELEASE", "EX-99.1").type — the EDGAR form or exhibit code (SC 14D1, SC 14D1/A, EX-99.1, EX-99.2, etc.). The complete-submission archive entry carries a blank type.Every record carries at least two documentFormatFiles entries: the primary Schedule 14D-1 document(s) and the "Complete submission text file" pointing at the SGML container that concatenates every document in the filing.
entities[]The entities array records the parties to the tender offer. Each entity object carries the legal name plus EDGAR registrant metadata:
companyName — legal name with a role suffix in parentheses. Schedule 14D-1 is a third-party tender offer schedule, so the canonical pattern is at least two entity rows: one with (Filed by) for the bidder and one with (Subject) for the target. When the bidder is itself the subject — an issuer self-tender or related-party situation — the same legal entity appears twice with different role suffixes.cik — 10-digit CIK with leading zeros.irsNo — IRS Employer Identification Number, when supplied.stateOfIncorporation — two-letter state code.act — Exchange Act number, "34" for the 1934 Act.fileNo — EDGAR file number. For Schedule 14D-1, the subject row's file number uses the 005- tender-offer file series (for example "005-62453"); all amendments for a given tender offer share the same 005- file number even though each amendment has a unique accession.filmNo — EDGAR film number assigned at acceptance.type — the form type tied to this entity row, mirroring formType.Bidder rows are typically slimmer than subject rows: EDGAR carries act, fileNo, filmNo, and per-entity type only on the subject of the filing, so those keys may be absent from the (Filed by) row.
Each document file inside an accession folder follows the EDGAR SGML document-wrapper convention used throughout the 1990s. A document begins with <DOCUMENT> and ends with </DOCUMENT>; inside that envelope, header lines carry the metadata that EDGAR also reflects into documentFormatFiles, followed by <TEXT> … </TEXT> enclosing the document body:
1
<DOCUMENT>
2
<TYPE>SC 14D1/A
3
<SEQUENCE>1
4
<FILENAME>formaltxt.txt
5
<DESCRIPTION>FORMAL TENDER OFFER
6
<TEXT>
7
...document body...
8
</TEXT>
9
</DOCUMENT>
<TYPE> carries the EDGAR form or exhibit code, <SEQUENCE> matches the sequence value in documentFormatFiles, <FILENAME> matches the on-disk filename, and <DESCRIPTION> mirrors the human-readable description. The complete-submission text file (exposed via linkToTxt) is a single SGML stream that opens with a <SEC-HEADER> block carrying the full set of EDGAR header lines (filer CIKs, file numbers, dates, addresses) and is followed by every <DOCUMENT> in the submission concatenated together. The wrapper persists even when the body is HTML; consumers extracting a document body should strip both the SGML envelope and any embedded <SEC-HEADER> block.
The body of a Schedule 14D-1 — typically delivered as the primary text or HTML document, with the bulk of the substantive disclosure carried in the attached Offer to Purchase exhibit — follows the Item-by-Item structure prescribed by Rule 14d-100. The canonical Items are:
EX-99.x family of EDGAR exhibit codes.In the dataset, the schedule body itself is generally the primary document referenced by linkToFilingDetails, while the substantive offer materials appear as additional entries in documentFormatFiles with type values such as EX-99.1 (typically the Offer to Purchase), EX-99.2 (Letter of Transmittal), EX-99.3 (Notice of Guaranteed Delivery or press release), and onward. Many late-1990s Schedule 14D-1 filings carry the full Offer to Purchase and Letter of Transmittal as multi-hundred-kilobyte text exhibits.
SC 14D1/A records are amendments to a previously filed Schedule 14D-1. Each amendment is its own EDGAR submission with its own accession number, its own metadata.json, and its own document set, but it is linked to the original tender offer through the EDGAR file number: every initial Schedule 14D-1 and all subsequent amendments for the same offer share the same entities[].fileNo in the 005- series. Amendments are also self-identifying within the metadata: formType is SC 14D1/A rather than SC 14D1, and the description field appends : [Amend] to the form description.
The body of an amendment typically restates only the Items being changed — an amended Item 4 (financing), an amended Item 10 (regulatory status), an extension of the expiration date, a price change, or the results of the offer at expiration — and attaches new or revised exhibits. A tender offer of any operational complexity therefore generates a chronological series of amendments across the life of the offer, all retrievable as a sequence of distinct dataset records sharing the same 005- file number.
A dataset record includes:
metadata.json describing the submission.linkToTxt.A dataset record excludes:
The dataset spans EDGAR filings from January 1994, when Schedule 14D-1 first became broadly filable on EDGAR under the agency's phased electronic filing rollout, through the form's retirement in January 2000 under SEC Release No. 33-7760, which consolidated Schedule 14D-1, Schedule 13E-3, Schedule 13E-4, and Schedule 14D-9 disclosures under the new Schedule TO and Schedule 14D-9 framework. The substantive Items of Rule 14d-100 were stable across the dataset's active years: the disclosure topics enumerated above persist across virtually all records, with variation driven by individual offer terms rather than rule changes. The principal structural change of the era was the replacement of Schedule 14D-1 itself; the dataset's tail of post-2000 accessions consists of stragglers filed against legacy 005- file numbers, declining quickly to occasional single-record months after Schedule TO took over the disclosure stream.
In terms of file format, early-period Schedule 14D-1 filings (1994 through roughly 1998) are overwhelmingly plain-text or SGML-wrapped text documents within the <DOCUMENT> envelope described above; late-period filings (1999 into early 2000) increasingly use HTML for both the primary schedule and its exhibits, reflecting EDGAR's broader transition from text-only to HTML filings.
fileNo in the 005-XXXXX series; the chronology of an offer is reconstructed by sorting records on filedAt within a given file number.companyName suffix. The (Filed by) and (Subject) parenthetical suffixes are the load-bearing role markers; when the same legal entity acts as both, it appears twice in entities with different suffixes.: [Amend] marker in description and the /A in formType are redundant amendment signals. Either one is sufficient to identify an amendment record.<DOCUMENT> … <TEXT> … </TEXT> … </DOCUMENT> wrapper is still present in the complete-submission text file; extraction pipelines should strip the envelope and any embedded <SEC-HEADER> block before parsing body content.documentFormatFiles entries with EX-99.x type values will systematically miss the bulk of the disclosure.ex991.htm, ex-99.1.htm, ex99-1.txt, and exhibit1.txt all coexist; the authoritative exhibit identifier is the type field on the documentFormatFiles entry, not the filename.linkToTxt is the SGML concatenation of every document in the submission and matches what EDGAR itself serves as the full-text version of the accession.Each record is one Schedule 14D-1 tender offer statement (or an SC 14D1/A amendment) filed on EDGAR by a third-party bidder making a cash or exchange offer for equity securities of a target subject to the Exchange Act of 1934. The filer is the offeror, never the target. The subject company is named throughout the schedule but does not file it; the target's responsive disclosure is made separately on Schedule 14D-9 under Section 14(d)(4) and is not part of this dataset.
Schedule 14D-1 had to be filed by any person, other than the issuer of the subject securities, making a tender offer that, if successful, would result in beneficial ownership of more than 5% of a class of equity securities registered under Section 12 of the Exchange Act (or of certain insurance company or closed-end fund securities covered by Section 14(d)). Bidders in this dataset include:
Out of scope: issuer self-tenders (filed on Schedule 13E-4 under Rule 13e-4), Rule 13e-3 going-private disclosures (Schedule 13E-3, sometimes filed alongside a 14D-1), and tender offers below the 5% threshold or for non-Section 12 classes, which were governed only by Regulation 14E under Section 14(e) with no Schedule 14D-1 filing.
The filing obligation rests on two stacked elements:
Filing and dissemination were therefore simultaneous: there was no pre-clearance or pre-commencement filing requirement (those were introduced in 1999). On the same day, the bidder hand-delivered the schedule to the subject company at its principal executive offices and to each exchange on which the subject securities were listed (or the NASD for Nasdaq issues).
Any material change to previously disclosed information required prompt amendment on Schedule 14D-1/A. Common triggers include extensions of the expiration date, changes in offer price or share count, new or modified financing commitments, changes to the offer conditions, regulatory developments (HSR clearance, foreign antitrust outcomes), litigation events, and any new arrangement between the bidder and the target or its insiders. Each SC 14D1/A in the dataset reflects one such event-driven update during the pendency of the offer; contested or extended offers can generate many amendments per transaction.
Schedule 14D-1 originated in the Williams Act of 1968, which added Sections 13(d), 13(e), 14(d), 14(e), and 14(f) to the Exchange Act to regulate cash tender offers. Section 14(d)(1) required bidders to file with the Commission and furnish the target the same information at the time of the offer; Rule 14d-3 implemented that obligation through Schedule 14D-1, with the broader procedural rules in Regulation 14D (Rules 14d-1 through 14d-11).
In Release No. 33-7760, "Regulation of Takeovers and Security Holder Communications," the Commission retired Schedule 14D-1 and merged it with Schedule 13E-4 into a single, unified Schedule TO, effective January 2000. The same release introduced pre-commencement communications relief and harmonized procedural details across third-party and issuer offers. Tender offer activity from January 2000 forward appears on Schedule TO, not Schedule 14D-1, which is why this dataset terminates at that date. Coverage begins in January 1994, when third-party tender offer statements began appearing on EDGAR; earlier paper filings are not included.
Schedule 14D-1 sits at the intersection of tender offer, going-private, beneficial ownership, and acquisition-proxy disclosure. Several nearby forms either replaced it, responded to it, or covered adjacent transactional territory during the same window. The comparisons below focus on the records most likely to be confused with, substituted for, or paired with SC 14D1 filings.
Schedule TO is the direct successor to Schedule 14D-1. Under Release No. 33-7760 (effective January 2000), the SEC consolidated tender offer reporting into one schedule with two sub-types: SC TO-T for third-party tender offers (the former SC 14D1 role) and SC TO-I for issuer tender offers (the former SC 13E4 role). Amendments take the /A suffix.
Substantive disclosure overlaps heavily (bidder identity, source of funds, purpose, plans for the target, offer terms), but Schedule TO uses a unified item list and harmonized cross-references rather than the 14D-1-specific item structure. Any third-party tender offer time series crossing January 2000 must stitch SC 14D1 to SC TO-T; the datasets are continuous in purpose but not in form structure, item numbering, or filer-coded form type.
Schedule 14D-9 is the target board's response to a third-party tender offer under Rule 14d-9 — the mirror image of SC 14D1. Where SC 14D1 captures the bidder's offer, 14D-9 captures the board's recommendation (recommend, reject, neutral, or unable to take a position), the supporting reasons, fairness opinions, and director and officer conflicts.
Both filings reference the same transaction and frequently cross-cite, but they originate from opposite sides of the deal and carry different content. A complete picture of any 1994 to early-2000 tender episode requires both SC 14D1 (with any /A amendments) and the corresponding SC 14D9 filings. Schedule 14D-9 was not consolidated into Schedule TO and continues under the same name today. This dataset contains no target-side response material.
Schedule 13E-4 was the pre-2000 counterpart to SC 14D1 for issuer tender offers — a company tendering for its own securities. It was filed under Rule 13e-4, not Section 14(d)(1).
The filer roles never overlap: SC 14D1 covers third-party bidders tendering for someone else's reporting company; SC 13E4 covers a reporting issuer tendering for its own equity. Both schedules were superseded in January 2000, with SC 13E4 rolled into Schedule TO as the SC TO-I sub-type. Researchers needing the issuer side of pre-2000 tender activity must consult SC 13E4 separately; this dataset deliberately excludes self-tenders.
Schedule 13E-3 covers Rule 13e-3 going-private transactions — transactions by an issuer or affiliate that have a reasonable likelihood of causing the issuer's equity to become eligible for deregistration or delisting under Section 12(g)(4) or for delisting from a national exchange. It is a transaction-type schedule, not a tender offer schedule, and often rides alongside a tender offer when the offer is the going-private mechanism.
Overlap with SC 14D1 arises when an affiliated bidder uses a tender offer as the first step of a squeeze-out, producing parallel SC 14D1 (or jointly filed 14D-1/13E-3) and Schedule 13E-3 records. The two are complementary: SC 14D1 documents offer mechanics; 13E-3 documents fairness analysis, alternatives considered, and deregistration consequences. Unaffiliated third-party tender offers typically do not trigger 13E-3 at all.
Schedules 13D and 13G are beneficial ownership reports under Sections 13(d) and 13(g) of the Exchange Act, triggered by acquiring more than 5% of a class of registered equity securities — independent of any tender offer. 13D applies to active acquirers; 13G is the short-form for passive investors, qualified institutions, and certain exempt holders.
The distinction from SC 14D1 is categorical:
A hostile or strategic acquirer commonly files both — a 13D for toehold accumulation and an SC 14D1 launching the public bid — but the datasets disclose fundamentally different facts.
Definitive and preliminary merger proxies (DEF 14A and PREM14A under Schedule 14A) document the negotiated-deal route to acquisition: a board-approved merger agreement put to a shareholder vote. They are the principal alternative to a tender offer.
Operationally they differ from SC 14D1 on nearly every axis: filed by the target rather than the bidder, documenting a vote rather than a tender, generally longer and more narrative, and bundling the merger agreement and fairness opinions into a single disclosure package. SC 14D1 and DEF 14A / PREM14A are mutually exclusive on a per-transaction basis except in two-step structures, where a tender offer is followed by a back-end merger requiring a proxy or information statement.
This dataset is distinct from raw EDGAR HTML in delivery rather than source. EDGAR exposes SC 14D1 filings as loose document indexes per accession, leaving filer, form, date, and amendment relationships to be scraped or reconstructed. This dataset organizes each accession as a folder containing a structured metadata.json alongside the original filing documents (images excluded), making the corpus directly queryable without an ingestion layer.
The Form SC 14D1 Files Dataset is bounded narrowly:
It is the canonical pre-2000 record of third-party tender offers. Pair it with SC TO-T for continuity past January 2000, with SC 14D9 for the target's response, with SC 13E4 for contemporaneous issuer self-tenders, with 13D for bidder toehold context, with 13E-3 for affiliated going-private overlays, and with DEF 14A / PREM14A for the negotiated-deal alternative. None of those substitutes for SC 14D1 itself.
Because the corpus is a closed, finite population of third-party tender offers filed between January 1994 and the form's replacement in January 2000, its users are narrow and specific: researchers building complete deal panels, transactional practitioners mining precedents, analysts running long-horizon benchmarks, and engineering teams normalizing the corpus into structured M&A timelines.
Scholars of the 1990s takeover wave use the corpus as a complete population of third-party tender offers for the window. They build deal panels from filedAt, formType (SC 14D1 vs SC 14D1/A), and bidder/subject CIK and CUSIP fields, then extract offer price, class and amount sought, conditions, and the stated purpose from Item 5 of the filing body. Outputs include monographs and journal articles on two-tier offers, hostile-vs-friendly patterns, and the end-of-regime cohort.
Event-study work on bid premia, revision dynamics, and completion outcomes anchors on filedAt for the initial announcement and on amendment timestamps from SC 14D1/A chains for price bumps and extensions. Offer-price text and shares-sought disclosures feed premium-over-market and premium-over-52-week-high calculations once bidder and subject identifiers are joined to CRSP-equivalent price series. Outputs: hazard models of competing bids and tests of toehold and financing-structure effects.
Researchers tracing Williams Act enforcement and the 1999 Schedule TO consolidation read full item-level disclosures: source and amount of funds (Item 4), purpose of the offer and plans or proposals (Item 5), contracts and arrangements with the subject (Item 7), and persons retained (Item 8). Amendment frequency and timing on SC 14D1/A filings serve as a proxy for staff comment cycles.
Transactional lawyers mine the corpus as a precedent library for clauses inherited by modern Schedule TO drafting: offer conditions, minimum-tender and financing conditions, withdrawal-right mechanics, top-up and proration provisions, and antitrust carve-outs. Bidder and subject identifiers plus SIC codes allow filtering by acquirer type (strategic vs financial sponsor) and target industry. Output is internal precedent databases and drafting checklists.
M&A advisory bankers and risk-arbitrage analysts pull historical comparables for premium analysis and term benchmarking. They consume bidder/subject identity, SIC codes, offer price, securities class, and cash-vs-stock splits, and read amendment chains to model price-bump and extension behavior in current contested deals. Output feeds pitch-book comparables, fairness-opinion exhibits, and arbitrage spread models calibrated against long-horizon base rates.
Experts in fairness-opinion challenges, appraisal proceedings, and fiduciary-duty cases reaching back to 1990s deals reconstruct disclosure quality from filing timestamps, amendment sequences, exact price and condition language, and the dealer-manager, information-agent, and depositary identifications. Output is expert reports and damages models tied to what was disclosed, when.
Investigators reconstructing 1990s control changes consume bidder entity disclosures, parent and affiliate descriptions, source-of-funds disclosures (which frequently name lenders or equity backers), and Item 2 person identifications. Use cases: sanctions-screening lookbacks, ultimate-beneficial-owner reconstruction for legacy entities, and asset-recovery matters.
Researchers studying hostile takeovers, poison pills, and staggered-board effectiveness use the dataset to enumerate the full population of unsolicited and contested tender offers in the 1990s. The stated purpose and plans-or-proposals items drive friendly-vs-hostile classification; bidder and subject CIKs join to governance and board-composition databases.
Engineering teams ingest the dataset to populate normalized deal tables: bidder CIK, subject CIK, announcement date, amendment history, and offer terms parsed from exhibit text. The metadata JSON drives indexing; the TXT and HTML filing bodies are parsed for offer price, share counts, expiration dates, and conditions. Output is clean deal-level tables for factor models and M&A prediction training sets.
Teams building M&A retrieval systems index the filing text with bidder, subject, and date metadata so modern Schedule TO queries return historically continuous results across the 14D-1-to-TO regime boundary. Retrievers are tuned to the pre-2000 form variant for use in legal and banking copilots.
The workflows below are organized around the metadata fields, Items, exhibits, and amendment chains described above.
Group records by the entities[] subject-row fileNo in the 005- series and sort by filedAt to rebuild every tender offer as an initial SC 14D1 followed by its SC 14D1/A sequence. Each amendment's body and revised EX-99.x exhibits expose price bumps, expiration extensions, financing changes, and final results at expiration. Output: a deal-level event timeline with timestamped revisions usable in hazard models, completion-rate studies, and risk-arb spread backtests.
Pull the EX-99.1 (Offer to Purchase) and EX-99.2 (Letter of Transmittal) entries from documentFormatFiles[], parse offer price, class and amount sought, minimum-tender thresholds, proration mechanics, and withdrawal-right language, then join bidder and subject CIKs to price series. Output: premium-over-market and premium-over-52-week-high tables, cash-vs-stock split distributions, and condition-frequency benchmarks for pitch-book comparables and fairness-opinion exhibits.
Extract Item 4 disclosures from the schedule body and the accompanying loan-agreement exhibits filed under Item 11 to map how 1990s tender offers were financed: cash on hand, bridge loans, high-yield issuance, or equity backstops. Lender and equity-backer names parsed from Item 4 feed AML/sanctions lookbacks and ultimate-beneficial-owner reconstruction for legacy bidder entities. Output: financing-mix panels and counterparty graphs for forensic and credit-history work.
Read Item 5 (purpose and plans or proposals) and Item 3 (past contacts and negotiations) from each initial SC 14D1 to classify offers as solicited, unsolicited, or contested, and to flag stated plans for board changes, charter amendments, delisting, or back-end mergers. Join bidder and subject CIKs to governance databases to test poison-pill and staggered-board effectiveness against the full population of third-party tender offers in the window. Output: friendly/hostile labels and defensive-tactic outcome tables.
Filter records by subject SIC code and bidder type (strategic vs financial), then retrieve the schedule body plus the Offer to Purchase and dealer-manager agreement exhibits to extract reusable clause language: offer conditions, financing conditions, antitrust carve-outs, top-up provisions, and information-agent and depositary terms from Item 8. Output: internal clause libraries and drafting checklists for modern Schedule TO work that inherits the 14D-1 lineage.
Use filedAt, formType, and the 005- file number to stitch late-1999 SC 14D1/SC 14D1/A records into successor SC TO-T filings for any offer crossing the regime boundary, accounting for the item-numbering remap. Index the filing text by bidder, subject, and date metadata so RAG systems and long-horizon empirical panels return historically continuous results across the pre- and post-consolidation era. Output: continuous third-party tender-offer corpora for retrieval copilots and multi-decade event studies.
The Form SC 14D1 Files Dataset is available through three access methods: a JSON metadata index, a single full-archive download, and per-month container downloads. The full archive and container downloads require a sec-api.io API key, while the index endpoint is open.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc-14d1-files.json
This endpoint returns dataset-level metadata (name, last updated timestamp, earliest sample date, total records, total size, covered form types SC 14D1 and SC 14D1/A, container format ZIP, and file types TXT, JSON, HTML) along with the full list of monthly container files. Each container entry includes its key, size, records, updatedAt, and a direct downloadUrl. Use this endpoint to monitor which containers were refreshed in the latest run and to decide which monthly archives to fetch incrementally. This endpoint does not require an API key.
Example response:
1
{
2
"datasetId": "1f13365b-9ae0-6926-827a-bc5a2cadf5ce",
3
"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc-14d1-files.zip",
4
"name": "Form SC 14D1 Files Dataset",
5
"updatedAt": "2026-05-10T03:12:44.000Z",
6
"earliestSampleDate": "1994-05-02",
7
"totalRecords": 23730,
8
"totalSize": 207639102,
9
"formTypes": ["SC 14D1", "SC 14D1/A"],
10
"containerFormat": "ZIP",
11
"fileTypes": ["TXT", "JSON", "HTML"],
12
"containers": [
13
{
14
"downloadUrl": "https://api.sec-api.io/datasets/form-sc-14d1-files/2025/2025-04.zip",
15
"key": "2025/2025-04.zip",
16
"size": 482914,
17
"records": 38,
18
"updatedAt": "2026-05-10T03:12:44.000Z"
19
}
20
]
21
}
Download Entire Dataset: https://api.sec-api.io/datasets/form-sc-14d1-files.zip?token=YOUR_API_KEY
Downloads the complete dataset as a single ZIP archive containing every monthly container. Use this endpoint for an initial bulk load. The API key may be passed as the token query parameter (as shown) or via the Authorization header. This endpoint requires an API key.
Example with curl:
1
curl -L -H "Authorization: YOUR_API_KEY" \
2
-o form-sc-14d1-files.zip \
3
https://api.sec-api.io/datasets/form-sc-14d1-files.zip
Download Single Container: https://api.sec-api.io/datasets/form-sc-14d1-files/2025/2025-04.zip?token=YOUR_API_KEY
Downloads one monthly container ZIP instead of the full archive. Containers are partitioned by filing month using the path pattern <YEAR>/<YEAR>-<MONTH>.zip. This is the recommended approach for incremental refresh: poll the index JSON daily, compare updatedAt timestamps per container, and pull only the months that changed. This endpoint requires an API key.
Example programmatic pattern (Python):
1
import requests
2
3
API_KEY = "YOUR_API_KEY"
4
INDEX_URL = "https://api.sec-api.io/datasets/form-sc-14d1-files.json"
5
6
index = requests.get(INDEX_URL).json()
7
8
for container in index["containers"]:
9
url = f"{container['downloadUrl']}?token={API_KEY}"
10
resp = requests.get(url, stream=True)
11
with open(container["key"].replace("/", "_"), "wb") as f:
12
for chunk in resp.iter_content(chunk_size=1 << 20):
13
f.write(chunk)
The dataset covers Schedule 14D-1 filings on EDGAR, specifically the SC 14D1 form type (initial third-party tender offer statements) and the SC 14D1/A form type (amendments to previously filed Schedule 14D-1 statements). It does not include Schedule TO, Schedule 14D-9, Schedule 13E-3, or Schedule 13E-4 filings.
One record is a single complete EDGAR submission filed on Schedule 14D-1 — either an initial tender offer statement or one SC 14D1/A amendment — keyed by the EDGAR accession number. A single tender offer therefore typically spans many records: the initial Schedule 14D-1 plus a chronological series of amendments, all linked by a shared 005- series file number in the entities[] subject row.
Any person other than the issuer of the subject securities who makes a tender offer that would push the bidder over 5% beneficial ownership of a class of equity securities registered under Section 12 of the Exchange Act. Bidders in the dataset include domestic and foreign operating corporations, private-equity sponsors and LBO vehicles, individuals, partnerships, and Section 13(d)(3) groups acting in concert.
The dataset covers Schedule 14D-1 filings on EDGAR from January 1994 — when third-party tender offer statements began appearing electronically — through the form's retirement in January 2000 under SEC Release No. 33-7760, plus a thin tail of post-2000 amendments filed against legacy 005- series file numbers. Tender offer activity from January 2000 forward appears on Schedule TO, not in this dataset.
Schedule TO is the direct successor to Schedule 14D-1. Substantive disclosure overlaps heavily — bidder identity, source of funds, purpose, plans for the target, offer terms — but Schedule TO uses a unified item structure spanning third-party (SC TO-T) and issuer (SC TO-I) offers, while Schedule 14D-1 was third-party-only and used the Rule 14d-100 item list. Any time series of third-party tender offers crossing January 2000 must stitch SC 14D1 records to SC TO-T records, accounting for the item-numbering remap.
Records are delivered as monthly ZIP archives keyed YYYY/YYYY-MM.zip. Each archive contains one folder per accession (named after the dash-stripped accession number); inside each folder is a flat metadata.json plus the original EDGAR documents preserved under their as-filed names. The file types found inside are TXT (predominant), HTML (more common in 1999–2000), and JSON for the metadata index. Image files from the original submissions are excluded.
Group records by the subject-row fileNo in the 005- series — every initial Schedule 14D-1 and all of its SC 14D1/A amendments share the same 005-XXXXX file number even though each filing has a unique accession — and sort the resulting set by filedAt. The initial record is the SC 14D1; the rest are the amendments capturing price bumps, expiration extensions, financing changes, regulatory developments, and final results at expiration.