SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d - 100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
HUNGRY MINDS, INC.
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(Name of Subject Company (Issuer))
HMI ACQUISITION CORP. (OFFEROR)
a wholly owned subsidiary of
JOHN WILEY & SONS, INC.
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Class A Common Stock, par value $0.001 per share
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(Title of Class of Securities)
445549108
(Class A Common Stock)
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(CUSIP Number of Class of Securities)
Richard S. Rudick, Esq.,
General Counsel
John Wiley & Sons, Inc.
605 Third Avenue
New York, NY 10158-0012
212-850-6000
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
COPY TO:
Simeon Gold, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF FILING FEE
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Transaction Valuation*
$90,179,404.56 in cash to purchase all of the fully Amount of Filing Fee**
diluted equity of Hungry Minds, Inc. $18,038.88
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* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase at $6.09 per share in cash, pursuant to
the Offer to Purchase, of all 14,807,784 issued and outstanding shares of
Class A common stock, par value $0.001 per share, of Hungry Minds, Inc., as
of August 16, 2001.
** 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.
[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: $18,038.88 Filing Party: HMI Acquisition Corp. and
John Wiley & Sons, Inc.
Form or Registration No.: Schedule TO-T Date Filed: August 20, 2001
SEC File No. 5-55477
[ ] 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 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 amends and supplements the Tender Offer
Statement on Schedule TO (the "Schedule TO") filed with the Securities and
Exchange Commission on August 20, 2001 by HMI Acquisition Corp., a Delaware
corporation ("Purchaser") and wholly owned subsidiary of John Wiley & Sons,
Inc., a New York corporation ("Wiley"). The Schedule TO relates to the offer by
Purchaser to purchase all of the outstanding shares of Class A common stock, par
value $0.001 per share (the "Shares"), of Hungry Minds, Inc., a Delaware
corporation (the "Company"), at a purchase price of $6.09 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 20, 2001, filed as
Exhibit (a)(1)(A) to the Schedule TO (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any supplements or
amendments thereto, collectively constitute the "Offer"). The item numbers and
responses thereto below are in accordance with the requirements of Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 3 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended to restate the
second paragraph of Section 9 ("Information Concerning Purchaser and Wiley") of
the Offer to Purchase as follows:
"Purchaser was formed by Wiley for the specific purpose of
being a party to the Merger Agreement and making the Offer. Purchaser has not
conducted any other business to date. On the date of the Offer, Purchaser was a
wholly owned subsidiary of Wiley. Not later than the date of the consummation of
the Offer, the following structure will be implemented: Purchaser will be wholly
owned by HMI Investment, Inc., a Delaware corporation. All of the common equity
of HMI Investment, Inc. will be owned by Wiley HMI Holdings, Inc., a Delaware
corporation, and all of the preferred equity of HMI Investment, Inc. will be
owned by HMI Investment, Limited, a U.K. corporation. All of the common equity
of HMI Investment, Limited will be owned by Wiley HMI Holdings, Inc. Wiley HMI
Holdings, Inc. will be a wholly owned subsidiary of Wiley. The directors and
officers of Wiley HMI Holdings, Inc. will be identical to those of HMI
Investment, Inc. and are identified on Schedule III of the Offer to Purchase."
ITEM 7. SOURCE AND AMOUNT OF FUNDS.
Item 7 of the Schedule TO, which incorporates by reference the
information contained in the Offer to Purchase, is hereby amended to restate the
paragraph under Section 13 ("Source and Amount of Funds") of the Offer to
Purchase in full as follows:
"We estimate that the total amount of funds required to
purchase all Shares pursuant to the Offer and the Merger and to repay up to
$92,500,000 of the Company's indebtedness (see "Pay-off of Credit Facilities" in
Section 12) will be approximately $182,500,000. To ensure that sufficient funds
are available, Wiley has obtained a commitment from UBS AG, Stamford Branch
("UBS") to provide, and UBS Warburg LLC ("UBSW") to structure, syndicate and
arrange, senior unsecured credit facilities in the aggregate amount of
$300,000,000 in order to finance the acquisition of the Company, to repay
existing indebtedness of the Company and its subsidiaries, to provide working
capital for Wiley following the acquisition and to pay certain related fees and
expenses in connection therewith (the "Commitment"). The facilities will consist
of a five-year term loan facility in the principal amount of $200,000,000 and a
five-year revolving credit facility in the principal amount of $100,000,000. The
facilities will include customary conditions precedent to initial borrowings
including, without limitation, (i) the negotiation, execution and delivery of
the documentation for the facilities (the "Financing Documentation"), (ii) that
the lenders have reviewed and are satisfied with, the final terms and conditions
and the documentation relating to the Transaction Documents, the refinancing and
the ownership structure of Wiley and its subsidiaries after giving effect to the
Transactions and (iii) that none of Wiley or any of its subsidiaries has any
outstanding indebtedness or preferred stock other than indebtedness under the
facilities and existing bank indebtedness of Wiley of (a) up to $150,000,000 if
the consummation of the Merger occurs on or before September 20, 2001 or (b) if
the consummation of the Merger occurs thereafter, such other greater amount
reasonably acceptable to UBSW and UBS. In addition, conditions precedent to
subsequent borrowings under the revolving credit facility will be customary and
will include, without limitation, the absence of any continuing default or event
of default, the accuracy of all representations and warranties of Wiley, and the
absence of a material adverse change in the condition (financial or otherwise),
business, operations, assets, liabilities or prospects of Wiley and its
subsidiaries, taken as a whole. The Financing Documentation will also include
representations and warranties as to, without limitation, financial statements,
absence of undisclosed liabilities, no material adverse change, corporate
existence, compliance with law, corporate power and authority, no material
litigation, no default, liens, intellectual property and taxes. The Financing
Documentation will also include customary affirmative and negative covenants to
be performed by Wiley.
Under the Commitment, the facilities will not require
mandatory prepayments; however, optional prepayments are permitted in whole or
in part with prior notice but without premium or penalty fees (except LIBOR (as
defined below) breakage costs) and include accrued and unpaid interest, subject
to limitations as to minimum amounts of prepayments. Borrowings under the
facilities will bear interest at either (1) the Base Rate (defined below) of UBS
plus the applicable interest margin, calculated on the basis of the actual
number of days elapsed in a year of 365/366 days and payable quarterly in
arrears or (2) at a rate determined for periods ("Interest Periods") of one,
two, three or six months (as selected by Wiley) and shall be at an annual rate
equal to the London Interbank Offered Rate ("LIBOR") for the corresponding
deposits of U.S. dollars as such rate appears on a recognized electronic
information provider (the "LIBOR Provider"), plus the applicable interest
margin; provided that, during the syndication period, each Interest Period shall
only be permitted to be seven days. LIBOR will be determined by UBS based on the
information provided by the LIBOR Provider at the start of each Interest Period
and shall be fixed through such period. Interest will be paid at the end of each
Interest Period or, in the case of Interest Periods longer than three months,
quarterly, and will be calculated on the basis of the actual number of days
elapsed in a year of 360 days. LIBOR will be adjusted for maximum statutory
reserve requirements (if any). The applicable margin will be determined based on
the ratio of debt to earnings before interest, taxes, depreciation and
amortization of Wiley and its consolidated subsidiaries. Default interest shall
accrue at a rate of 2.0% per annum in excess of the higher of (i) the Base Rate
plus the applicable interest margin and (ii) the rate (including the applicable
interest margin), if any, otherwise applicable to such loan or other amount, and
will be payable upon demand. The "Base Rate" is the higher of (x) the Federal
Funds Rate, as published by the Federal Reserve Bank of New York, plus 1/2 of 1%
and (y) the prime commercial lending rate of UBS, as established from time to
time at its Stamford Branch. The initial variable interest rate is LIBOR plus
.875% for borrowed funds and the effective initial variable interest rate is
estimated to be LIBOR plus 1.075% after giving effect to the fees and expenses
payable by Wiley in connection with the facilities. Except as stated herein, no
other plans or arrangements have yet been made under the Commitment to repay the
loan facilities.
In the event that the financing described above is
unavailable, Wiley will arrange alternate financing. The Offer is not
conditioned upon Wiley's or Purchaser's ability to finance the Purchase of the
Shares pursuant to the Offer."
ITEM 11. ADDITIONAL INFORMATION.
On September 4, 2001, early termination of the waiting period
was granted by the Antitrust Division of the Federal Trade Commission in
accordance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
ITEM 12. EXHIBITS.
(a) (1) (A) Offer to Purchase, dated August 20, 2001.*
(a) (1) (B) Letter of Transmittal.*
(a) (1) (C) Notice of Guaranteed Delivery.*
(a) (1) (D) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(E) Form of Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(1)(G) Press release issued by Wiley on August 13, 2001.*
(a)(1)(H) Form of Summary Advertisement, dated August 20,
2001.*
(b) Commitment Letter, dated as of September 4, 2001, by
and between Wiley, UBS and UBSW.
(d)(1) Agreement and Plan of Merger, dated as of August 12,
2001, by and among Wiley, Purchaser and the Company.*
(d)(2) Voting and Tender Agreement, dated as of August 12,
2001, by and among Wiley, Purchaser and IDG.*
(d)(3) Confidentiality Agreement, dated as of May 29, 2001,
by and between Wiley and the Company.*
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
SIGNATURES
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.
HMI ACQUISITION CORP.
By: /s/ Peter W. Clifford
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Name: Peter W. Clifford
Title: Vice President
JOHN WILEY & SONS, INC.
By: /s/ Richard S. Rudick
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Name: Richard S. Rudick
Title: Senior Vice President
Dated: September 7, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a) (1) (A) Offer to Purchase, dated August 20, 2001.*
(a) (1) (B) Letter of Transmittal.*
(a) (1) (C) Notice of Guaranteed Delivery.*
(a) (1) (D) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(E) Form of Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(1)(G) Press release issued by Wiley on August 13, 2001.*
(a)(1)(H) Form of Summary Advertisement, dated August 20,
2001.*
(b) Commitment Letter, dated as of September 4, 2001, by
and between Wiley, UBS and UBSW.
(d)(1) Agreement and Plan of Merger, dated as of August 12,
2001, by and among Wiley, Purchaser and the Company.*
(d)(2) Voting and Tender Agreement, dated as of August 12,
2001, by and among Wiley, Purchaser and IDG.*
(d)(3) Confidentiality Agreement, dated as of May 29, 2001,
by and between Wiley and the Company.*
(g) Not applicable.
(h) Not applicable.
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* Previously filed.