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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE TO
(Rule 13e-4)
(Amendment No. 1)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
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LEXENT INC.
(Name of Subject Company)
LEXENT INC.
(Name of Person Filing Statement (Offeror))
_____________
Options to Purchase Common Stock, Par Value $.001 Per Share
Having an Exercise Price of $13.50 or More
(Title of Class of Securities)
52886Q 10 2
(Cusip Number of Class of Securities)
(Underlying Common Stock)
Sidney A. Sayovitz, Esq.
Senior Vice President, Secretary and General Counsel
Lexent Inc.
Three New York Plaza
New York, New York 10004
(212) 981-0700
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications On Behalf of the Person Filing Statement)
With a Copy to:
Merrill A. Ulmer, Esq.
Reboul, MacMurray, Hewitt, Maynard & Kristol
45 Rockefeller Plaza
New York, New York 10111
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$1,037,714 $207.54
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 2,087,000 shares of common stock of Lexent Inc.
having an aggregate value of $1,037,714 as of August 14, 2001 will be exchanged
pursuant to this offer. The aggregate value of such options was calculated based
on the Black-Scholes option pricing model. The amount of the filing fee,
calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50th of one percent of the value of the transaction.
[X] 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 filing.
Amount Previously Paid: $207.54 Filing Party: Lexent Inc.
Form or Registration No.: Schedule TO Date Filed: August 17, 2001
[_] 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:
[_] third-party tender offer subject to Rule 14d-1.
[X] 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: [_]
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This Amendment No. 1 to the Tender Offer Statement on Schedule TO
amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule
TO") filed with the Securities and Exchange Commission on August 17, 2001,
relating the offer by Lexent Inc., a Delaware corporation (the "Company"), to
exchange certain outstanding options to purchase shares of the Company's common
stock, par value $.001 per share (the "Common Stock"), granted under the
Company's Amended and Restated Stock Option and Restricted Stock Purchase Plan
(the "Option Plan") for new options to purchase shares of the Common Stock to be
granted under the Option Plan, upon the terms and subject to the conditions
described in the Offer to Exchange, dated August 17, 2001 (the "Offer to
Exchange"), and the related cover letter and Letter of Transmittal (the "Letter
of Transmittal" and, together with the related cover letter and Offer to
Exchange, as they may be amended from time to time, the "Offer").
ITEM 1. SUMMARY TERM SHEET.
Item 1, which incorporates by reference the information contained in
the Offer to Exchange, is hereby amended and supplemented as follows: The
information set forth in Exhibit (a)(6) attached hereto is incorporated herein
by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 2, which incorporates by reference the information contained in
the Offer to Exchange, is hereby amended and supplemented as follows: The
information set forth in Exhibit (a)(6) attached hereto is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4, which incorporates by reference the information contained in
the Offer to Exchange, is hereby amended and supplemented as follows: The
information set forth in Exhibit (a)(6) attached hereto is incorporated herein
by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 6, which incorporates by reference the information contained in
the Offer to Exchange, is hereby amended and supplemented as follows: The
information set forth in Exhibit (a)(6) attached hereto is incorporated herein
by reference.
ITEM 10. FINANCIAL STATEMENTS.
Item 10, which incorporates by reference the information contained in
the Offer to Exchange, is hereby amended and supplemented as follows: The
information set forth in Exhibit (a)(6) attached hereto is incorporated herein
by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by
adding thereto the following exhibit:
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(a)(6) Amendment and Supplement to the Offer to Exchange, dated August
24, 2001.
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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.
LEXENT INC.
By: /s/ Sidney A. Sayovitz
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Sidney A. Sayovitz
Senior Vice President, Secretary and General Counsel
Dated: August 24, 2001
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INDEX TO EXHIBITS
Exhibit
No. Description
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(a)(1) Offer to Exchange, dated August 17, 2001.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Letter to Eligible Option Holders.*
(a)(4) Lexent Inc. Annual Report on Form 10-K for the year ended December 31,
2000, filed with the Securities and Exchange Commission on March 28,
2001 and incorporated herein by reference.
(a)(5) Lexent Inc. Quarterly Report on Form 10-Q for the quarter ended June
30, 2001, filed with the Securities and Exchange Commission on August
8, 2001 and incorporated herein by reference.
(a)(6) Amendment and Supplement to the Offer to Exchange, dated August 24,
2001.
(d)(1) Lexent Inc. Amended and Restated Stock Option and Restricted Stock
Purchase Plan (filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (File No. 333-61958) filed May 31, 2001 and
incorporated herein by reference.
(d)(2) Form of Option Agreement pursuant to the Lexent Inc. Amended and
Restated Stock Option and Restricted Stock Purchase Plan, filed as
Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File
No. 333-30660) filed February 18, 2000 and incorporated herein by
reference.
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* Previously filed.