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. 3)
HUNGRY MINDS, INC.
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(Name of Subject Company (Issuer))
HMI ACQUISITION CORP. (OFFEROR)
a direct or indirect 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. 3 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 a direct or indirect 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 4. TERMS OF THE TRANSACTION.
On September 18, 2001, Wiley issued a press release
announcing that Purchaser has extended the period during which the Offer will
remain open to 5:00 p.m., New York City time, on Thursday, September 20, 2001.
The full text of the press release is set forth in Exhibit (a)(1)(I) hereto and
is incorporated herein by reference.
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.*
(a)(1)(I) Press release issued by Wiley on September 18, 2001.
(b) Commitment Letter, dated as of September 4, 2001, by
and between Wiley, UBS and UBSW.*
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(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 18, 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.*
(a)(1)(I) Press release issued by Wiley on September 18, 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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