UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
NORTH COAST ENERGY, INC.
(Name of Subject Company (Issuer))
CERBERUS CAPITAL MANAGEMENT, L.P.
EXCO HOLDINGS INC.
EXCO RESOURCES, INC.
NCE ACQUISITION, INC.
(Name of Filing Person (Offeror))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
658649 70 2
(CUSIP Number of Class of Securities)
DOUGLAS H. MILLER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
EXCO RESOURCES, INC.
12377 MERIT DRIVE, SUITE 1700
DALLAS, TEXAS 75251
TELEPHONE: (214) 368-2084
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of Filing Persons)
COPY TO:
WILLIAM L. BOEING
HAYNES AND BOONE, LLP
2505 NORTH PLANO ROAD, SUITE 4000
RICHARDSON, TEXAS 75082
(972) 680-7550
CALCULATION OF FILING FEE
| TRANSACTION VALUE* | AMOUNT OF FILING FEE** | |
|---|---|---|
| $167,360,998 | $13,539.50*** | |
Calculated by adding (i) 15,251,806, the number of shares of common stock outstanding as of December 1, 2003, multiplied by the $10.75 per share tender offer price, (ii) an estimated 432,678 shares of common stock subject to options with an exercise price of less than $10.75 per share, multiplied by $10.75 less $4.86, the average exercise price of such options, and (iii) 140,400 shares of common stock subject to warrants, multiplied by $10.75 less $4.64, the average exercise price of such warrants, for an aggregate transaction value of $167,360,998.
Amount previously paid: $13,539.50
Form or Registration No.: Schedule TO-T
Filing party: Cerberus Capital Management, L.P., EXCO Holdings Inc., EXCO Resources, Inc., and NCE Acquisition, Inc.
Date Filed: December 5, 2003
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer:o
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO"), originally filed with the Securities and Exchange Commission on December 5, 2003, by NCE Acquisition, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of EXCO Resources, Inc., a Texas corporation ("EXCO"), which, in turn, is a wholly owned subsidiary of EXCO Holdings Inc., a Delaware corporation ("EXCO Holdings"). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the "Shares"), of North Coast Energy, Inc., a Delaware corporation ("North Coast"), at a purchase price of $10.75 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 5, 2003 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2) to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meaning assigned to them in the Offer to Purchase or the Schedule TO.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Item 5 of the Schedule TO is hereby amended and supplemented to include the following information:
Section 10. Background of the Offer; the Merger Agreement and Related Agreements.
The subsection of the Offer to Purchase entitled "Background of the Offer" is hereby amended and supplemented by adding the following paragraph to the end of such subsection on page 17:
On December 10, 2003, North Coast issued a press release announcing that Nuon Energy & Water had entered into the Stock Tender Agreement and the Escrow Agreement as required by the Merger Agreement. Additionally, n.v. NUON entered into the Unconditional Guaranty Agreement with EXCO as required by the Merger Agreement. A copy of the press release issued by North Coast on December 10, 2003 is filed herewith as Exhibit (a)(9) and is incorporated herein by reference.
Not applicable.
| EXHIBIT NO. | DESCRIPTION | |
(a)(1) | Offer to Purchase dated December 5, 2003.* | |
(a)(2) | Form of Letter of Transmittal.* | |
(a)(3) | Form of Notice of Guaranteed Delivery.* | |
(a)(4) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(5) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* | |
(a)(6) | Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
(a)(7) | Summary Advertisement as published in The New York Times on December 5, 2003.* | |
(a)(8) | Press Release issued by North Coast on November 26, 2003.** | |
(a)(9) | Press Release issued by North Coast on December 10, 2003. | |
(b)(1) | Commitment Letter dated November 25, 2003 between EXCO and Credit Suisse First Boston and Bank One, NA.* | |
(d)(1) | Agreement and Plan of Merger, dated as of November 26, 2003, among EXCO, Purchaser, North Coast and Nuon Energy & Water as amended and restated on December 4, 2003.* | |
(d)(2) | Form of Option Surrender Agreement.* | |
(d)(3) | Form of Warrant Relinquishment and Release Agreement.* | |
(d)(4) | Form of Stock Tender Agreement among EXCO, Purchaser and Nuon Energy & Water.* | |
(d)(5) | Form of Unconditional Guaranty Agreement by and between EXCO and n.v. NUON.* | |
(d)(6) | Form of Escrow Agreement among Nuon Energy & Water, EXCO and Citibank, N.A.* | |
(d)(7) | Form of Irrevocable Instruction of Seller to Paying Agent.* | |
(d)(8) | Letter Agreement relating to confidentiality, dated June 13, 2003, from Robert W. Baird & Co. Incorporated, as agent for North Coast, to EXCO, confirmed and agreed to by EXCO on June 20, 2003.* | |
(g) | None. | |
(h) | None. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: December 10, 2003 | EXCO HOLDINGS INC. | ||
By: | /s/ T. W. EUBANK T. W. Eubank, President | ||
Dated: December 10, 2003 | EXCO RESOURCES, INC. | ||
By: | /s/ T. W. EUBANK T. W. Eubank, President | ||
Dated: December 10, 2003 | NCE ACQUISITION, INC. | ||
By: | /s/ T. W. EUBANK T. W. Eubank, President | ||
| EXHIBIT NO. | DESCRIPTION | |
(a)(1) | Offer to Purchase dated December 5, 2003.* | |
(a)(2) | Form of Letter of Transmittal.* | |
(a)(3) | Form of Notice of Guaranteed Delivery.* | |
(a)(4) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
(a)(5) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* | |
(a)(6) | Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* | |
(a)(7) | Summary Advertisement as published in The New York Times on December 5, 2003.* | |
(a)(8) | Press Release issued by North Coast on November 26, 2003.** | |
(a)(9) | Press Release issued by North Coast on December 10, 2003. | |
(b)(1) | Commitment Letter dated November 25, 2003 between EXCO and Credit Suisse First Boston and Bank One, NA.* | |
(d)(1) | Agreement and Plan of Merger dated as of November 26, 2003 among EXCO, Purchaser, North Coast and Nuon Energy & Water as amended and restated on December 4, 2003.* | |
(d)(2) | Form of Option Surrender Agreement.* | |
(d)(3) | Form of Warrant Relinquishment and Release Agreement.* | |
(d)(4) | Form of Stock Tender Agreement among EXCO, Purchaser and Nuon Energy & Water.* | |
(d)(5) | Form of Unconditional Guaranty Agreement by and between EXCO and n.v. NUON.* | |
(d)(6) | Form of Escrow Agreement among Nuon Energy & Water, EXCO and Citibank, N.A.* | |
(d)(7) | Form of Irrevocable Instruction of Seller to Paying Agent.* | |
(d)(8) | Letter Agreement relating to confidentiality, dated June 13, 2003, from Robert W. Baird & Co. Incorporated, as agent for North Coast, to EXCO, confirmed and agreed to by EXCO on June 20, 2003.* | |
(g) | None. | |
(h) | None. |
