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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
SCHEDULE 14D-9
(RULE 14D-101)
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
Telocity Delaware, Inc.
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(Name of Subject Company)
Telocity Delaware, Inc.
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(Name of Person Filing Statement)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
87971D
(CUSIP Number of Class of Securities)
Scott Martin
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Executive Vice President,
Chief Administrative Officer and Secretary
Telocity Delaware, Inc.
10355 North DeAnza Blvd.
Cupertino, California 95014
(408) 863-6600
(Name, address, and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
With Copies to
Diane Holt Frankle, Esq.
Gray Cary Ware & Friedenrich LLP
400 Hamilton Avenue
Palo Alto, California 94301-1825
(650) 833-2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 3 (the "Amendment") amends and supplements the Schedule
14D-9 initially filed with the Securities and Exchange Commission (the "SEC") on
February 1, 2001 by Telocity Delaware, Inc., a Delaware corporation
("Telocity"), as amended on February 9, 2001, and February 16, 2001 (the
"Schedule 14D-9"), relating to the tender offer by DIRECTV Broadband, Inc.
("DIRECTV"), a Delaware corporation and wholly owned subsidiary of Hughes
Electronics Corporation, a Delaware corporation ("Hughes"), to purchase all of
the issued and outstanding shares of Telocity common stock, par value $.001 per
share (the "Shares"), at a purchase price of $2.15 per Share, net to the seller
in cash, less any withholding taxes, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated February 1,
2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies
of which were previously filed as Exhibits (a)(1) and (a)(2) to the Schedule
14D-9. Unless otherwise defined herein, all capitalized terms used herein shall
have the meanings given to such terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION
The information set forth under the caption "Item 8. Additional Information"
in the Schedule 14D-9 is amended and supplemented as follows:
The information set forth in the press release issued by Hughes Electronics
Corporation on April 3, 2001, filed as an Exhibit to this Amendment (see Item
9), is incorporated herein by reference.
ITEM 9. EXHIBITS
Item 9 is hereby amended and supplemented by the addition of the following
exhibit:
(a)(15) Press Release issued by Hughes Electronics Corporation on
April 3, 2001.
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.
Telocity Delaware, Inc.
By: /s/ Scott Martin
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Scott Martin
Executive Vice President, Chief Administrative
Officer and Corporate Secretary
Dated: April 3, 2001
EXHIBIT INDEX
Exhibit No. Exhibit Name
(a)(15) Press Release issued by Hughes Electronics Corporation on April 3,
2001.