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. 2)
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. 2 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.
The disclosure appearing in Schedule IV to the Offer to
Purchase is hereby amended and restated in its entirety as follows:
SCHEDULE IV
DIRECTORS AND EXECUTIVE OFFICERS OF HMI INVESTMENT, LIMITED
Set forth below are the name, business address and present
principal occupation or employment, and material occupations, positions, offices
or employment for the past five years of each director and executive officer of
HMI Investment, Limited. The business address of each director and executive
officer employed by HMI Investment, Limited is Baffins Lane, Chichester, West
Sussex, PO 191 UD, United Kingdom. All executive officers and directors are
citizens of the United Kingdom, except for Ellis E. Cousens, who is a citizen of
the United States.
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME MATERIAL POSITIONS HELD DURING PAST FIVE YEARS
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Helen Julia Bailey.............. Helen Julia Bailey is a director of HMI
Investment, Limited and has been Production
Director of John Wiley & Sons, Ltd. since
October 1997.
Ellis E. Cousens................ Ellis E. Cousins is a director and Chairman
of HMI Investment, Limited. Same material
occupations as above in Schedule I.
Ernest Frederick Kirkwood....... Ernest Frederick Kirkwood is a director of
HMI Investment, Limited and has been
E-Business Development Director of John
Wiley & Sons, Ltd. since May 2000.
2
Cifford Morgan.................. Clifford Morgan is a director of HMI
Investment, Limited and has been Planning
and Development Director of John Wiley &
Sons, Ltd. since June 2001.
C.J. Dicks...................... C.J. Dicks is Secretary of HMI Investment,
Limited. Mr. Dicks served as Financial
Director and Secretary of John Wiley & Sons,
Ltd. since 1991 and Chief Financial and
Operational Officer since May 2001 and as
Vice President, Wiley Europe since 1996. Mr.
Dicks is also a director and Secretary of
Wiley Europe, Ltd., Wiley Heyden Ltd., Wiley
Distribution Services, Ltd., Capstone
Publishing Ltd. and InPharm-internet
Services Ltd.
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.
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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 14, 2001
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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.
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