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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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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
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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. 2 (this "Amendment") 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, as previously amended, by TELUS Corporation, a company organized under
the laws of British Columbia, Canada ("Parent"), and/or 612459 B.C. Ltd.,
("Purchaser"), 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 (the "Company"), 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").
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Offers to Purchase and the Schedule TO.
Reference is hereby made to the press releases issued by Parent and the
Company on October 17, 2000 and October 19, 2000, copies of which are attached
hereto as Exhibits (a)(6), (a)(7) and (a)(8) and are incorporated herein by
reference.
Item 12. Exhibits.
(a)(6) Text of Press Release issued by Parent and the Company on
October 17, 2000.
(a)(7) Text of Press Release issued by Parent and the Company on
October 17, 2000.
(a)(8) Text of Press Release issued by Parent and the Company on
October 19, 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 19, 2000
TELUS CORPORATION
By: /s/ James W. Peters
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James W. Peters
Executive Vice President, Corporate
Development and Corporate Affairs
and General Counsel
612459 B.C. LTD.
By: /s/ James W. Peters
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James W. Peters
Director
INDEX TO EXHIBITS
The following items (a)(6), (a)(7) and (a)(8) are hereby added to the
Index of Exhibits:
Exhibit
Number Description
(a)(6) Text of Press Release issued by Parent and the Company
on October 17, 2000.
(a)(7) Text of Press Release issued by Parent and the Company
on October 17, 2000.
(a)(8) Text of Press Release issued by Parent and the Company
on October 19, 2000.