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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) THE SECURITIES ACT OF 1934
_________
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)
_________
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
- ------------------------------------------------------------- ------------------
$42,185,000 $8,437
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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.
[_] 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: Not applicable. Filing party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[_] 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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This Tender Offer Statement on Schedule TO relates to the offer by Internet
Capital Group, Inc. ("Purchaser"), a Delaware corporation, to purchase up to
$143,000,000 aggregate principal amount of Purchaser's outstanding 5 1/2%
Convertible Subordinated Notes due 2004 (the "Notes") at a price not greater
than $295 nor less than $250 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 July 26, 2002
(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"). The Offer will expire at 12:00 Midnight, New York City
time, on August 23, 2002, unless extended. This Tender Offer Statement on
Schedule TO 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.
All information set forth in the Offer to Purchase is incorporated by
reference in response to Items 1 through 11 in this Schedule TO except those
items as to which information is specifically provided herein.
Item 3. Identity and Background of Filing Person.
(a) Purchaser is Internet Capital Group, Inc. The telephone number of
Purchaser is (610) 989-0111. The business address of Purchaser is 435 Devon Park
Drive, 600 Building, Wayne, Pennsylvania 19087.
Item 4. Terms of the Transactions.
(a)(vi) If Notes tendered have not by then been accepted for payment by
Purchaser, any tendering holder may withdraw his or her tendered Notes at any
time after September 23, 2002.
Item 5. Past Contracts, Transactions, Negotiations and Agreements
(e) None of Purchaser, or any person controlling Purchaser or, to
Purchaser's knowledge, any of their respective directors or executive officers,
is a party to any executory contract, arrangement, understanding or relationship
with any other person relating, directly or indirectly, to the Offer with
respect to any securities of Purchaser (including, but not limited to, any
executory contract, arrangement, understanding or relationship concerning the
transfer or the voting of any such securities, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss or the
giving or withholding of proxies, consents or authorizations).
Item 6. Purpose of the Transaction and Plans or Proposals.
Except as set forth above or in the Offer to Purchase, Purchaser
currently has no plans or proposals that relate to or would result in (i) the
acquisition by any person of additional securities of Purchaser or the
disposition of securities of Purchaser; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving
Purchaser or any or all of its subsidiaries; (iii) a purchase, sale or transfer
of a material amount of assets of Purchaser or any of its subsidiaries; (iv) any
change in the present Board of Directors or management of Purchaser; (v) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of Purchaser; (vi) any other material change in Purchaser's
corporate structure or business; (vii) any change in Purchaser's Certificate of
Incorporation or By-Laws or any actions which could impede the acquisition of
control of Purchaser; (viii) a class of equity security of Purchaser being
delisted from a national securities exchange; (ix) a class of equity security of
Purchaser
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (x) the suspension of Purchaser's obligation to file
reports pursuant to Section 15(d) of the Exchange Act.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The maximum amount of funds required by Purchaser to purchase the
Notes pursuant to the Offer is estimated to be approximately $42,185,000 plus
approximately $1,463,764 in accrued interest.
Item 8. Interest in Securities of the Subject Company.
(a) Based on Purchaser's records and on information provided to
Purchaser and by its respective directors, managers, executive officers,
associates and subsidiaries, except as disclosed in the Offer to Purchase, none
of Purchaser, or any of its associates or subsidiaries or persons controlling
Purchaser or, and, to the best of Purchaser's knowledge, none of the directors
or executive officers of Purchaser or any of its subsidiaries, or any associates
or subsidiaries of any of the foregoing, beneficially owns any Notes.
Based on Purchaser's and records and information provided to Purchaser
by its respective directors or executive officers, associates and subsidiaries,
except as disclosed in the Offer to Purchase, none of Purchaser, or any of its
associates or subsidiaries or persons controlling Purchaser, and, to the best of
Purchaser's knowledge, none of the directors, managers or executive officers of
Purchaser or any of its subsidiaries, or any associates or subsidiaries of any
of the foregoing, has effected any transactions in the Notes during the past 60
days.
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
July 26, 2002.
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 Counsel and
Secretary
Dated: July 26, 2002
EXHIBIT INDEX
Exhibit
Number Description
(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
July 26, 2002.