As filed with the Securities and Exchange Commission on February 14, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14 (d) (1) OR SECTION 13 (e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
_________________
TELOCITY DELAWARE, INC.
(Name Of Subject Company (Issuer))
DIRECTV BROADBAND INC.
a wholly owned subsidiary of
HUGHES ELECTRONICS CORPORATION
and
HUGHES ELECTRONICS CORPORATION
(Names Of Filing Persons (Offerors))
_________________
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title Of Class Of Securities)
87971D 10 3
(Cusip Number Of Class Of Securities)
_________________
JOHN J. HIGGINS
ACTING GENERAL COUNSEL
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
Transaction Valuation* Amount of Filing Fee**
- -------------------------------------------------------------------------------
$194,412,841 $38,883
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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 assumes (a) the purchase of 6,302,084 shares (which is
the number of outstanding options to purchase shares of common stock of
Telocity Delaware, Inc.) at a purchase price of $2.15 per share; (b) the
purchase of 80,000 shares (which is the number of shares to be purchasable
under the employee stock purchase plan of Telocity Delaware, Inc.) at a
purchase price of $2.15 per share; and (c) the purchase of 2,685,998 shares
(which is the number of outstanding warrants to purchase shares of common
stock of Telocity Delaware, Inc.) at a purchase price of $2.15 per share. 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.
** $35,367 of this amount was paid on February 1, 2001 in connection with the
initial filing of this statement on Schedule TO. The remaining balance of
$3,516 is being paid concurrently with the filing of this amendment on
Schedule TO/A.
[_] 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.
- -------------------------------------------------------------------------------
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: [_]
2
This Amendment No. 2 (the "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the "Commission") on February 1, 2001, as amended by Amendment No. 1
filed on February 9, 2001 (collectively, the "Schedule TO") by DIRECTV Broadband
Inc. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of
Hughes Electronics Corporation, a Delaware corporation, relating to the
Purchaser's offer to purchase all of the outstanding shares of common stock of
Telocity Delaware, Inc. (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 have been filed as Exhibits (a)(1) and
(a)(2) to the Schedule TO (which are herein collectively referred to as the
"Offer"). The information set forth in the Offer to Purchase is incorporated
herein by reference. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Offer to Purchase or in
the Schedule TO.
Item 11. Additional Information.
This Amendment has been filed to amend the determination of the transaction
value and the calculation of the associated filing fee as set forth on the cover
of the Schedule TO.
3
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/ Roxanne S. Austin
Name: Roxanne S. Austin
Title: Senior Vice President and Chief Financial
Officer
Hughes Electronics Corporation
By: /s/ Roxanne S. Austin
Name: Roxanne S. Austin
Title: Senior Vice President and Chief Financial
Officer
Dated: February 14, 2001
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