================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of earliest event reported: July 26, 2002
________________
Internet Capital Group, Inc.
________________
(Exact name of registrant as specified in charter)
Delaware 0-26929 23-2996071
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
________________
435 Devon Park Drive, Building 600, Wayne, Pennsylvania 19087
-------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(610) 989-0111
---------------
(Registrant's telephone number, including area code)
================================================================================
Item 9. Regulation FD Disclosure
On July 26, 2002, Internet Capital Group, Inc. (the "Company") posted to
its web site at www.internetcapital.com the following Questions and Answers
relating to the Offer commenced by the Company. The furnishing of this
information shall not be deemed an admission as to the materiality of the
information included in this Current Report on Form 8-K. This information is not
filed but is furnished pursuant to Regulation FD.
Is ICG repurchasing its debt? What are the terms?
Yes, ICG has made a cash tender offer (the "Offer") for up to $143 million in
aggregate principal amount (the "Offer Amount") of its outstanding 5 1/2%
Convertible Subordinated Notes due 2004 (the "Notes"). The terms and conditions
of the Offer are set forth in Internet Capital Group's Offer to Purchase, which
is dated July 26, 2002. The repurchase is a "Modified Dutch Auction" cash tender
offer with a purchase price range of $250-$295 per $1,000 of principal amount up
to a maximum aggregate principal amount of $143 million, or approximately 50% of
the $286 million in outstanding principal amount of the Notes. This principal
amount reflects the previously announced repurchase of $118.6 million worth of
debt in June and July 2002, plus an additional repurchase of $41 million since
that time.
How much money could ICG spend to repurchase the Notes and where will the cash
come from?
The Offer is for a portion of ICG's outstanding debt. In the event that the
amount of Notes tendered on or prior to the expiration date for the Offer
exceeds the Offer Amount then, subject to the terms and conditions of the Offer,
ICG will accept for payment an aggregate principal amount of $143 million of
Notes. The Purchase Price is between $250-$295 per $1,000 of principal amount,
which would result in aggregate cash consideration of approximately $35.8
million to $42.2 million, not including associated interest or commissions, paid
by ICG to those holders tendering their Notes, assuming the total Offer Amount
is purchased. The funds required for ICG to consummate the Offer will come from
its available cash.
How does the "Modified Dutch Auction" tender offer work?
Under a "Modified Dutch Auction," tendered Notes will be accepted in the order
of the lowest to the highest tender prices specified by the tendering holders
within the purchase price range. ICG will select the single lowest price so
specified (the "Purchase Price") that will enable it to purchase the Offer
Amount (or, if less than the Offer Amount, all Notes tendered). ICG will pay the
same Purchase Price for all Notes that are tendered at or below the Purchase
Price, upon the terms and subject to the conditions of the Offer, including the
proration terms.
How will the proration procedure work?
In the event that the amount of Notes tendered on or prior to the expiration
date for the Offer at or below the Purchase Price exceeds the Offer Amount then,
subject to the terms and conditions of the Offer, ICG will accept for payment
such Notes that are tendered at or below the Purchase Price on a pro rata basis
from among the tendered Notes. Notes tendered above the Purchase Price will not
be accepted for payment.
Why is ICG repurchasing its debt now?
Having continued to work aggressively to strengthen ICG's liquidity position and
improve its financial flexibility, ICG has decided that pursuing a cash tender
offer to buy back a portion of its debt is an attractive economic investment at
this time and a good opportunity to strengthen its balance sheet.
When will the Offer expire?
The Offer for the Notes is anticipated to expire at 12:00 Midnight, New York
City time, on August 23, 2002, unless the Offer is extended. Tendered Notes may
be withdrawn at any time prior to the expiration date.
How can I get more information about the Offer?
Additional information concerning the terms of the Offer, including all
questions relating to the mechanics of the Offer, may be obtained by contacting
Credit Suisse First Boston Corporation ("CSFB"), the Dealer Manager for the
Offer, at (800) 820-1653 (toll free) or (212) 325-5415 (call collect).
How can I obtain copies of the required documents?
Copies of the Offer to Purchase, Letter of Transmittal and related documents may
be obtained from D.F. King & Co., Inc., the Information Agent for the Offer, at
(800) 859-8508 (toll free) or (212) 269-5550 (call collect).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNET CAPITAL GROUP, INC.
By: /s/ Henry N. Nassau
---------------------------------
Name: Henry N. Nassau
Title: Managing Director & General
Counsel
Date: July 26, 2002