SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
CP Ships Limited
(Name of Subject Company (Issuer) and Filing Person (Offeror))
4% Convertible Senior Subordinated Notes due 2024
(Title of Class of Securities)
22409VAE2
22409VAD4
(CUSIP Number of Class of Securities)
Wilmer Cutler Pickering Hale and Dorr LLP
2445 M Street NW
Washington, DC 20037
Attn: Erika L. Robinson
Telephone: 202-663-6000
Telecopy: 202-663-6363
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
CALCULATION OF FILING FEE
| | | | | | | | |
| | Transaction valuation* | | | Amount of filing fee | |
| | $203,755,555.56 | | | $ | 23,982.03 | | |
| |
| * | | The transaction value shown is only for the purposes of calculating the filing fee. The amount shown reflects the cost of purchasing $200,000,000 principal amount of Notes at the purchase price (100% of the principal amount of the Notes) plus accrued and unpaid interest up to but excluding December 19, 2005 (the expected date of payment). |
| þ | | Check the 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: $23,982.03
Form or Registration No.: Schedule TO (File No. 5-77959) | | Filing party: CP Ships Limited
Date filed: November 8, 2005 |
| o | | 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:
¨ third party tender offer subject to Rule 14d-1.
þ 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:¨
Page 1 of 4
CP Ships Limited, a New Brunswick, Canada, corporation (the “Company”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed on November 8, 2005 (the “Schedule TO”) with respect to an offer by the Company to purchase for cash, on the terms and subject to the condition set forth in the Designated Event Notice, the Designated Event Purchase Offer and Solicitation of Consents (the “Offer to Purchase and Consent Solicitation”) and the Circular accompanying the Offer to Purchase and Consent Solicitation (the “Circular”), each dated November 8, 2005 (the Offer to Purchase and Consent Solicitation and the Circular together, the “Offer to Purchase”), and the related Consent and Letter of Transmittal (the “Letter of Transmittal”), any and all of its outstanding 4% Convertible Senior Subordinated Notes due 2024. Copies of the Designated Event Notice, the Offer to Purchase and the Letter of Transmittal were filed as exhibits (a)(1), (a)(2) and (a)(3), respectively, to the Schedule TO and are incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended to add the following exhibit:
(a)(8) Supplemental Letter to Holders.
Page 2 of 4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.
Date: November 14, 2005
| | | | | |
| | CP SHIPS LIMITED
| |
| | By: | /s/ Iain Torrens | |
| | | Iain Torrens | |
| | | Deputy Chief Financial Officer and
Treasurer | |
Page 3 of 4
EXHIBIT INDEX
| | | |
| Exhibit | | |
| Number | | Description |
| (a)(1) | | Designated Event Notice (previously filed) |
| (a)(2) | | Designated Event Purchase Offer and Solicitation of Consents and Circular (previously filed) |
| (a)(3) | | Consent and Letter of Transmittal (previously filed) |
| (a)(4) | | Notice of Guaranteed Delivery (previously filed) |
| (a)(5) | | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (previously filed) |
| (a)(6) | | Letter to Beneficial Owners (previously filed) |
| (a)(7) | | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (previously filed) |
| (a)(8) | | Supplemental Letter to Holders |
| (d)(1) | | Support Agreement dated August 20, 2005 (incorporated by reference to Exhibit 10.1 of CP Ships’ Current Report on Form 6-K furnished to the Securities and Exchange Commission on August 22, 2005) |
| (d)(2) | | Indenture dated February 24, 2004 (previously filed) |
| (d)(2) | | Form of Supplemental Indenture (filed as a Schedule to the Designated Event Purchase Offer and Solicitation of Consents and Circular previously filed as Exhibit (a)(2)) |
| (d)(3) | | Registration Rights Agreement dated February 24, 2004 (previously filed) |
| (h) | | Not applicable |
Page 4 of 4
