================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14 (d) (1) OR 13 (e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
--------------
CLEARNET COMMUNICATIONS INC.
(Name of Subject Company (Issuer))
612459 B.C. Ltd.
TELUS Corporation
(Names of Filing Persons (Offeror))
Class A Non-Voting Shares
(Title of Class of Securities)
184902104
(CUSIP Number of Class of Securities)
Robert J. Dardi
Vice President and Corporate Secretary
TELUS Corporation
21st Floor, 3777 Kingsway
Burnaby, British Columbia V5H 3Z7
Canada
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Elizabeth J. Harrison, Q.C. Paul J. Shim, Esq.
Farris, Vaughan, Wills & Murphy Cleary, Gottlieb, Steen & Hamilton
26th Floor, 700 West Georgia Street One Liberty Plaza
Vancouver, B.C., Canada V7Y 1B3 New York, NY 10006
(604) 684-9151 (212) 225-2000
================================================================================
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 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: [ ]
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (as amended and supplemented, the "Schedule TO") filed with the
Securities and Exchange Commission on September 20, 2000 by TELUS Corporation, a
company organized under the laws of British Columbia, Canada ("Parent") relating
to the Offers by Parent and/or 612459 B.C. Ltd., a company organized under the
laws of British Columbia, Canada and a wholly-owned indirect subsidiary of
Parent, to purchase all the outstanding Class A Non-Voting Shares, Class B
Shares, Class C Subordinate Voting Shares and Class D Subordinate Voting Shares
(together, the "Clearnet Shares"), of Clearnet Communications Inc., a holding
company continued under the Canada Business Corporations Act, which are not
owned by Parent or its affiliates, for, at the election of the holder of the
Clearnet Shares, (i) Cdn$70.00 in cash for each Class A Non-Voting Share, Class
C Subordinate Voting Share or Class D Subordinate Voting Share or $0.70 in cash
for each Class B Share; (ii) 1.636 Non-Voting Shares of Parent for each Class A
Non-Voting Share, Class C Subordinate Voting Share or Class D Subordinate Voting
Share; or 0.01636 of a Non-Voting Share of Parent for each Class B Share; or
(iii) a combination of the foregoing, upon the terms and subject to the
conditions set forth in the Offers to Purchase dated September 20, 2000 (the
"Offers to Purchase") and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offers").
All of the information in the Offers hereinafter filed with the Securities
and Exchange Commission by TELUS Corporation, is hereby incorporated by
reference in answer to items 1 through 11 in the Schedule TO, except as to which
information is specifically provided herein.
Item 12. Exhibits
(a) (1) Offers to Purchase (incorporated by reference from TELUS
Corporation's Registration Statement on Form F-10 filed, on September
20, 2000, as amended by Amendment No. 1, filed on October 2, 2000)
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.
Dated: October 2, 2000
TELUS CORPORATION
By: /s/ James W. Peters
---------------------------------------
James W. Peters
Executive Vice President, Corporate
Development and Corporate Affairs and
General Counsel
612459 B.C. LTD.
By: /s/ James W. Peters
---------------------------------------
James W. Peters
Director
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
(a)(1) Offers to Purchase (incorporated by reference from
TELUS Corporation's Registration Statement on Form
F-10, filed on September 20, 2000, as amended by
Amendment No. 1, filed on October 2, 2000)