As filed with the Securities and Exchange Commission on February 1, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14 (d) (1) OR SECTION 13 (e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
_________________
TELOCITY DELAWARE, INC.
(Name Of Subject Company (Issuer))
DIRECTV BROADBAND INC.,
a wholly owned subsidiary of
HUGHES ELECTRONICS CORPORATION
(Names Of Filing Persons (Offerors))
_________________
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title Of Class Of Securities)
87971D103
(Cusip Number Of Class Of Securities)
_________________
LARRY D. HUNTER
VICE PRESIDENT
HUGHES ELECTRONICS CORPORATION
200 N. SEPULVEDA BOULEVARD
EL SEGUNDO, CALIFORNIA 90245
(310) 662-9688
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of Filing Persons)
_________________
COPIES TO:
GARY OLSON, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$176,829,116 $35,367
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*Estimated for purposes of calculating the filing fee only. The filing fee
calculation assumes the purchase of 81,356,495 outstanding shares of common
stock of Telocity Delaware, Inc. at a purchase price of $2.15 per share. The
transaction value also includes (a) the offer price of $2.15 per share less
$1.41 per share (which is the weighted average exercise price per share of
outstanding options which have an exercise price below $2.15) multiplied by
352,753
(which is the number of outstanding options which have an exercise price below
$2.15); (b) the offer price of $2.15 per share less $1.75 (which is the expected
per share purchase price of shares to be purchasable under the employee stock
purchase plan of Telocity Delaware, Inc., based on the closing stock price of
Telocity Delaware, Inc. on January 30, 2001, $2.06) multiplied by 80,000 (which
is the expected number of shares to be purchasable under the employee stock
purchase plan of Telocity Delaware, Inc.); and (c) the offer price of $2.15 per
share less $.087 (which is the weighted average exercise price per share of
outstanding warrants which have an exercise price below $2.15) multiplied by
785,018 (which is the number of outstanding warrants which have an exercise
price below $2.15). The amount of the filing fee calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1%
of the transaction value.
[_] 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 filings.
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Amount Previously Paid: _______________ Filing Party: _____________
Form or Registration No.: _______________ Date Filed: _____________
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[_] 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-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction to Rule 13a-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: [_]
Item 1. Summary Term Sheet
The information set forth in the section of the Offer to Purchase
entitled "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company is Telocity Delaware, Inc., a
Delaware corporation ("Telocity" or the "Company"), and the address is 10355
North De Anza Boulevard, Cupertino, California 95104. The telephone number of
the Company is (408) 863-6600.
(b) This Statement relates to the offer by DIRECTV Broadband Inc. (the
"Purchaser"), a Delaware corporation and a wholly owned subsidiary of Hughes
Electronics Corporation, a Delaware corporation, to purchase all outstanding
shares of common stock of the Company, par value $.001 per share (the "Shares"),
at $2.15 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(l) and (a)(2)
(which are herein collectively referred to as the "Offer"). The information set
forth under "Introduction" in the Offer to Purchase is incorporated herein by
reference.
(c) The information concerning the principal market in which the Shares
are traded and certain high and low sales prices for the Shares in such
principal market is set forth in "Price Range of Shares; Dividends" in the Offer
to Purchase and is incorporated herein by reference.
Item 3. Identity and Background of the Filing Person.
The information set forth in "Certain Information Concerning Hughes and
the Purchaser" and Schedule I in the Offer to Purchase is incorporated herein by
reference.
Item 4. Terms of the Transaction.
The information set forth in "Introduction," "Terms of the Offer,"
"Certain United States Federal Income Tax Consequences," "Certain Information
Concerning Telocity," "Source and Amount of Funds," "Background of the Offer;
Past Contacts or Negotiations with Telocity," "The Merger Agreement; Other
Arrangements," "Purpose of the Offer; Plans for Telocity" and "Certain Effects
of the Offer" in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in "Background of the Offer; Past Contacts or
Negotiations with Telocity," "Certain Information Concerning Hughes and the
Purchaser," "The Merger Agreement; Other Arrangements" and "Purpose of the
Offer; Plans for Telocity" in the Offer to Purchase is incorporated herein by
reference.
Item 6. Purpose of the Tender Offer and Plans or Proposals.
The information set forth in "Introduction," "The Merger Agreement;
Other Arrangements," "Purpose of the Offer; Plans for Telocity," "Certain
Effects of the Offer" and "Dividends and Distributions" in the Offer to Purchase
is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
The information set forth in "Source and Amount of Funds" in the Offer
to Purchase is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
The information set forth in "Introduction," "Certain Information
Concerning Telocity," "Certain Information Concerning Hughes and the Purchaser"
and Schedule I in the Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
The information set forth in "Introduction" and "Fees and Expenses" in
the Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
The information set forth in "The Merger Agreement; Other Arrangements"
and "Certain Legal Matters; Regulatory Approvals" in the Offer to Purchase is
incorporated herein by reference.
Item 12. Exhibits.
Exhibit No. Exhibit Name
(a)(1) Offer to Purchase dated February 1, 2001.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release issued jointly by Hughes Electronics Corporation and
Telocity Delaware, Inc. on December 21, 2000 (incorporated herein
by reference to the Schedule TO filed by DIRECTV Broadband Inc. and
Hughes Electronics Corporation on December 21, 2000).
(a)(8) Transcript of teleconference concerning the proposed transaction
between Hughes Electronics Corporation and Telocity Delaware, Inc.
filed on December 26, 2000 (incorporated herein by reference to the
Schedule TO filed by DIRECTV Broadband Inc. and Hughes Electronics
Corporation on December 26, 2000).
(a)(9) Summary Advertisement as published in The New York Times on
February 1, 2001.
(a)(10) Press Release issued jointly by Hughes Electronics Corporation and
Telocity Delaware, Inc. filed February 1, 2001.
(b) Not Applicable.
(d)(1) Agreement and Plan of Merger, dated as of December 21, 2000, by and
among Hughes Electronics Corporation, DIRECTV Broadband Inc. and
Telocity Delaware, Inc.
(d)(2) Tender and Stockholder Support Agreement, dated as of December 21,
2000, by and among Hughes Electronics Corporation, DIRECTV
Broadband Inc. and the stockholders listed on Annex A thereto.
(d)(3) Convertible Subordinated Note, dated as of February 1, 2001, by and
between Hughes Electronics Corporation and Telocity Delaware, Inc.
(d)(4) Bilateral Agreement for Exchange of Proprietary Information dated
July 28, 2000 between DIRECTV Enterprises, Inc. and Telocity
Delaware, Inc.
(d)(5) Letter Agreement re: Confidentiality and Exclusivity, dated as of
December 4, 2000, by and between Hughes Electronics Corporation and
Telocity Delaware, Inc.
(g) Not applicable.
(h) Not applicable.
SIGNATURE
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.
DIRECTV Broadband Inc.
By: /s/ Janet Williamson
Name: Janet Williamson
Title: Corporate Secretary
Hughes Electronics Corporation
By: /s/ Janet Williamson
Name: Janet Williamson
Title: Corporate Secretary
Dated: February 1, 2001
EXHIBIT INDEX
Exhibit No. Exhibit Name
(a)(1) Offer to Purchase dated February 1, 2001.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(7) Press Release issued jointly by Hughes Electronics Corporation and
Telocity Delaware, Inc. on December 21, 2000 (incorporated herein
by reference to the Schedule TO filed by DIRECTV Broadband Inc. and
Hughes Electronics Corporation on December 21, 2000).
(a)(8) Transcript of teleconference concerning the proposed transaction
between Hughes Electronics Corporation and Telocity Delaware, Inc.
filed on December 26, 2000 (incorporated herein by reference to the
Schedule TO filed by DIRECTV Broadband Inc. and Hughes Electronics
Corporation on December 26, 2000).
(a)(9) Summary Advertisement as published in The New York Times on
February 1, 2001.
(a)(10) Press Release issued jointly by Hughes Electronics Corporation and
Telocity Delaware, Inc. filed February 1, 2001.
(b) Not Applicable.
(d)(1) Agreement and Plan of Merger, dated as of December 21, 2000, by and
among Hughes Electronics Corporation, DIRECTV Broadband Inc. and
Telocity Delaware, Inc.
(d)(2) Tender and Stockholder Support Agreement, dated as of December 21,
2000, by and among Hughes Electronics Corporation, DIRECTV
Broadband Inc. and the stockholders listed on Annex A thereto.
(d)(3) Convertible Subordinated Note, dated as of February 1, 2001, by and
between Hughes Electronics Corporation and Telocity Delaware, Inc.
(d)(4) Bilateral Agreement for Exchange of Proprietary Information dated
July 28, 2000 between DIRECTV Enterprises, Inc. and Telocity
Delaware, Inc.
(d)(5) Letter Agreement re: Confidentiality and Exclusivity, dated as of
December 4, 2000, by and between Hughes Electronics Corporation and
Telocity Delaware, Inc.
(g) Not applicable.
(h) Not applicable.