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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 3 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) THE SECURITIES EXCHANGE ACT OF 1934
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INTERNET CAPITAL GROUP, INC.
(Name of Subject Company (Issuer))
INTERNET CAPITAL GROUP, INC.
(Name of Filing Person (Offeror))
5 1/2% Convertible Subordinated Notes due 2004
(Title of Class of Securities)
46059C AA4
(Cusip Numbers of Class of Securities)
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Henry N. Nassau, Esq.
Managing Director, General Counsel and
Secretary
Internet Capital Group, Inc.
435 Devon Park Drive
600 Building
Wayne, Pennsylvania 19087
(610) 989-0111
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Person Authorized to Receive Notices and Communications on Behalf of the
Filing Person(s))
Copy to:
Christopher G. Karras, Esq.
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
(215) 994-4000
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$50,000,000 $10,000
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* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934. Based upon the maximum amount of cash that might be paid for the 5
1/2% Convertible Subordinated Notes due 2004.
[X] Check 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: $10,000 Filing party: Internet Capital Group, Inc.
Form or Registration No. File No. 5-57841 Date Filed: October 1, 2001
[ ] Check box if 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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Internet Capital Group, Inc., a Delaware corporation ("Purchaser"),
hereby amends the Tender Offer Statement on Schedule TO, originally filed on
October 1, 2001 and amended on October 17, 2001 and October 22, 2001 (the
"Schedule TO") with respect to Purchaser's offer to purchase up to $300,000,000
aggregate principal amount of Purchaser's outstanding 5 1/2% Convertible
Subordinated Notes due 2004 (the "Notes") at a price of $295 per $1,000
principal amount, plus accrued and unpaid interest thereon to, but not
including, the date of purchase. Purchaser's offer for the Notes is being made
upon the terms and subject to the conditions relating to the Notes set forth in
the Offer to Purchase dated October 1, 2001, as it may be amended or
supplemented (the "Offer to Purchase") and in the related letter of transmittal
(which, with respect to the Notes, as amended or supplemented from time to time,
together constitute the "Offer"). This Tender Offer Statement on Schedule TO as
amended hereby is intended to satisfy the reporting requirements of Rule
13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), solely with respect to the Notes and the Offer.
Capitalized terms used and not defined herein have the meanings given
to them in the Offer to Purchase and Schedule TO.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented by adding
the following:
On October 30, 2001, Purchaser issued a press release
announcing that Purchaser had extended the expiration date of the Offer
until Midnight, New York City time on November 13, 2001. The Offer
previously was scheduled to expire at Midnight, New York City time on
October 29, 2001. As of that time, $20,880,000 principal amount of
Notes were validly tendered and not withdrawn. The full text of the
press release is filed as Exhibit (a)(5)(iii) hereto and is
incorporated by reference.
Item 12. Exhibits.
(a)(1)(i)+ Offer to Purchase.
(a)(1)(ii)+ Letter of Transmittal.
(a)(1)(iii)+ Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(iv)+ Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(1)(v)+ Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(1)(vi)+ Notice of Guaranteed Delivery.
(a)(5)(i)+ Press Release issued by Internet Capital Group, Inc. on September 28, 2001.
(a)(5)(ii)+ Press Release issued by Internet Capital Group, Inc. on October 22, 2001.
(a)(5)(iii) Press Release issued by Internet Capital Group, Inc. on October 30, 2001.
+ Previously filed.
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.
INTERNET CAPITAL GROUP, INC.
By: /s/ HENRY N. NASSAU
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Henry N. Nassau
Managing Director, General Counel and Secretary
Dated: October 30, 2001
EXHIBIT INDEX
Exhibit
Number Description
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(a)(1)(i)+ Offer to Purchase.
(a)(1)(ii)+ Letter of Transmittal.
(a)(1)(iii)+ Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(iv)+ Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(1)(v)+ Guidelines for Certification of Taxpayer Identification Number
on Substitute
Form W-9.
(a)(1)(vi)+ Notice of Guaranteed Delivery.
(a)(5)(i)+ Press Release issued by Internet Capital Group, Inc. on
September 28, 2001.
(a)(5)(ii)+ Press Release issued by Internet Capital Group, Inc. on
October 22, 2001.
(a)(5)(iii) Press Release issued by Internet Capital Group, Inc. on
October 30, 2001.
+ Previously filed.