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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14 (D) (1)
OR SECTION 13 (E) (1) OF THE SECURITIES EXCHANGE ACT OF 1934
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VERIO INC.
(Name of Subject Company (Issuer))
CHASER ACQUISITION, INC.
NTT COMMUNICATIONS CORPORATION
NIPPON TELEGRAPH AND TELEPHONE CORPORATION
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.001 PER SHARE
SERIES A 6.75% CONVERTIBLE PREFERRED STOCK,
PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
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923433106
923433502
923433304
(CUSIP Number of Class of Securities)
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Kazuhiko Shimada
NTT Communications Corporation
1-1-6 Uchisaiwai-cho
Chiyoda-ku, Tokyo, Japan
Telephone: 011-81-3-3500-8290
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Dennis V. Osimitz
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Telephone: (312) 853-7000
CALCULATION OF FILING FEE
Transaction Valuation*: $5,880,895,910
Amount of Filing Fee: $1,176,180
- -------
*Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all outstanding shares of common stock,
par value $.001 per share, of Verio Inc. (the "Common Stock") at a price per
share of Common Stock of $60.00 in cash and the purchase of all outstanding
shares of Series A 6.75% Convertible Preferred Stock, par value $.001 per
share, of Verio Inc. ("Preferred Stock") at a price per share of Preferred
Stock of $62.136 (other than Common Stock already owned by NTT
Communications Corporation and its subsidiaries and other than Common Stock
owned by Verio Inc. and its subsidiaries). This calculation assumes that all
options to purchase shares of Common Stock outstanding as of April 30, 2000
(other than those held by NTT Communications Corporation and its
subsidiaries) and warrants to purchase 1,408,320 shares of Common Stock have
been exercised and assumes the purchase of all shares of Common Stock issued
in connection with such exercise. This calculation also assumes the payment
of consideration for additional warrants to purchase 1,306,228 shares of
Common Stock in an amount per share of Common Stock subject to such warrants
equal to $60.00 minus the applicable exercise price of such warrants. As of
May 11, 2000, there were 70,767,677 shares of Common Stock issued and
outstanding (not including 8,987,754 shares owned by a subsidiary of NTT
Communications Corporation and 2,860,000 shares held by a subsidiary of
Verio Inc.) and 7,200,000 shares of Preferred Stock outstanding. The amount
of the filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, equals 1/50th of one percent of the value
of the transaction.
[_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:
Not applicableFiling Party:
Not applicable
Form or registration No.:
Not applicableDate Filed:
Not applicable
[_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:
[Xthird-party]tender offer subject to Rule 14d-1.
[_issuer]tender offer subject to Rule 13e-4.
[Xgoing-private]transaction subject to Rule 13e-3.
[Xamendment]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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SCHEDULE 13D Page 2 of 12 Pages
CUSIP No. 923433 10 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NTT Rocky, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
9,053,754 shares/1/
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,053,754 shares/1/
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,053,754 shares/1/
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT:
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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(/1/Includes)options to purchase 66,000 shares of Common Stock issued to NTT
Rocky, Inc. under Verio Inc.'s 1998 Non-Employee Director Stock Incentive
Plan.
2
SCHEDULE 13D
Page 3 of 12 Pages
CUSIP No. 923433 10 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nippon Telegraph and Telephone Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
9,053,754 shares/1/
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,053,754 shares/1/
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,053,754 shares/1/
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT:
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- --------
(/1/Includes)options to purchase 66,000 shares of Common Stock issued to NTT
Rocky, Inc. under Verio Inc.'s 1998 Non-Employee Director Stock Incentive
Plan.
3
SCHEDULE 13D
Page 4 of 12 Pages
CUSIP No. 923433 10 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NTT Communications Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
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7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
-----------------------------------------------------------------
8 SHARED VOTING POWER
9,053,754 shares/1/
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,053,754 shares/1/
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,053,754 shares/1/
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT:
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
- --------
(/1/Includes)options to purchase 66,000 shares of Common Stock issued to NTT
Rocky, Inc. under Verio Inc.'s 1998 Non-Employee Director Stock Incentive
Plan.
4
This Tender Offer Statement on Schedule TO relates to the third-party
tender offer by Chaser Acquisition, Inc., a Delaware corporation ("Purchaser")
and an indirect wholly owned subsidiary of NTT Communications Corporation, a
limited liability joint stock company incorporated under the laws of Japan
("NTT Communications"), a wholly owned subsidiary of Nippon Telegraph and
Telephone Corporation, a limited liability joint stock company incorporated
under the laws of Japan ("NTT"), to purchase all of the issued and outstanding
shares of common stock, par value $.001 per share (the "Common Stock"), of
Verio Inc., a Delaware corporation (the "Company") (other than shares of
Common Stock already owned by NTT Communications and its subsidiaries), at a
purchase price of $60.00 per share, net to the seller in cash, without
interest thereon, and all of the issued and outstanding shares of Series A
6.75% Convertible Preferred Stock, par value $.001 per share ("Preferred
Stock" and together with the Common Stock, the "Shares"), of the Company at a
purchase price of $62.136 per share, plus, if the purchase of the shares of
Preferred Stock pursuant to the Offer (as defined below) occurs after July 31,
2000, accumulated and unpaid dividends on such share of Preferred Stock from
August 1, 2000 to and including the expiration date of the Offer, 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 May 17, 2000 (the "Offer
to Purchase"), a copy of which is attached hereto as Exhibit (a)(1)(A), and in
the related Letter of Transmittal (the "Letter of Transmittal"), a copy of
which is attached hereto as Exhibit (a)(1)(C) (which, together with the Offer
to Purchase, as amended or supplemented from time to time, constitute the
"Offer"). In the Offer, Purchaser is also offering to purchase certain
outstanding warrants to purchase 1,306,228 shares of Common Stock at a
purchase price of $60.00 per warrant less the applicable warrant exercise
price and any applicable withholding taxes, net to the seller in cash, without
interest, on the terms and conditions set forth in the Offer.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Schedule TO, except as otherwise set forth
below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth under "Summary of the Offer" in the Offer to
Purchase is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Verio Inc., a Delaware corporation.
The Company's executive offices are located at 8005 South Chester, Suite 200,
Englewood, Colorado 80112, telephone: (303) 645-1900.
(b) The classes of securities to which this statement relates are the
common stock, par value $.001 per share, of the Company, of which 82,615,431
shares were issued and outstanding as of May 11, 2000 (2,860,000 of which are
held by a subsidiary of the Company), and the Series A 6.75% Convertible
Preferred Stock, par value $.001 per share, of which 7,200,000 shares were
issued and outstanding as of May 11, 2000. The Offer is also being made with
respect to certain warrants to purchase an aggregate of 1,306,228 shares of
Common Stock of the Company. The information set forth under "Introduction" in
the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 7 ("Price Range of the Shares") in
the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) This Tender Offer Statement is filed by NTT, NTT Communications and
Purchaser. The information set forth in Section 10 ("Certain Information
Concerning NTT, NTT Communications, and Purchaser") in the Offer to Purchase
and on Schedule I thereto is incorporated herein by reference.
(b) The information set forth in Section 10 ("Certain Information
Concerning NTT, NTT Communications and Purchaser") in the Offer to Purchase
and on Schedule I thereto is incorporated herein by reference.
5
(c) The information set forth in Section 10 ("Certain Information
Concerning NTT, NTT Communications and Purchaser") in the Offer to Purchase
and on Schedule I thereto is incorporated herein by reference. During the last
five years, none of Purchaser, NTT Communications or NTT or, to the best
knowledge of Purchaser, NTT Communications and NTT, any of the persons listed
on Schedule I to the Offer to Purchase (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) was
a party to any judicial or administrative proceeding (except for matters that
were dismissed without sanction or settlement) that resulted in a judgment,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state or securities laws, or a
finding of any violation of such laws. Unless otherwise noted, the persons
listed on Schedule I to the Offer to Purchase are citizens of Japan.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase is incorporated herein
by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in Section 1 ("Special Factors--Related Party
Transactions") and Section 1 ("Special Factors--Background of the Offer;
Contacts with Verio") in the Offer to Purchase is incorporated herein by
reference. Except as disclosed above in this Item 5(a), during the past two
years, there have been no transactions that would be required to be disclosed
under this Item 5(a) between any of Purchaser, NTT Communications or NTT, or,
to the best knowledge of Purchaser, NTT Communications, and NTT, any of the
persons listed on Schedule I to the Offer to Purchase, and the Company or any
of its executive officers, directors or affiliates.
(b) The information set forth under "Introduction," and Section 1 ("Special
Factors--Background of the Offer; Contacts With Verio"), Section 1 ("Special
Factors--The Merger Agreement") and Section 1 ("Special Factors--Related Party
Transactions") is incorporated herein by reference. Except as set forth under
"Introduction" and Section 1 ("Special Factors--Background of the Offer;
Contacts with Verio"), Section 1 ("Special Factors--The Merger Agreement") and
Section 1 ("Special Factors--Related Party Transactions") in the Offer to
Purchase, there have been no material contacts, negotiations or transactions
during the past two years which would be required to be disclosed under this
Item 5(b) between any of Purchaser, NTT Communications or NTT or any of their
respective subsidiaries or, to the best knowledge of Purchaser, NTT
Communications and NTT, any of those persons listed on Schedule I to the Offer
to Purchase and the Company or its affiliates concerning a merger,
consolidation or acquisition, a tender offer or other acquisition of
securities, an election of directors or a sale or other transfer of a material
amount of the assets.
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information set forth under "Introduction", Section 1 ("Special
Factors--Background of the Offer; Contacts with Verio"), Section 1 ("Special
Factors--Purpose and Structure of the Offer and the Merger; Reasons of NTT
Communications for the Offer and the Merger"), Section 1 ("Special Factors--
The Merger Agreement"), Section 1 ("Special Factors--Statutory Requirements"),
Section 1 ("Special Factors--Appraisal Rights"), Section 1 ("Special Factors--
Plans for Verio After the Offer and the Merger"), Section 8 ("Possible Effects
of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act
Registration; Margin Regulations") and Section 12 ("Dividends and
Distributions") in the Offer to Purchase is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth under Section 11 ("Source and Amount of Funds")
in the Offer to Purchase is incorporated herein by reference.
6
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth under "Introduction," Section 1 ("Special
Factors--Related Party Transactions"), Section 1 ("Special Factors--Beneficial
Ownership of Shares") and Section 10 ("Certain Information Concerning NTT, NTT
Communications and the Purchaser") in the Offer to Purchase is incorporated
herein by reference.
(b) The information set forth on Schedule II to the Offer to Purchase is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth under "Introduction" and Section 15 ("Fees and
Expenses") in the Offer to Purchase is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in Section 1 ("Special Factors--Purpose and
Structure of the Offer and the Merger; Reasons of NTT Communications for the
Offer and the Merger"), Section 1 ("Special Factors--Related Party
Transactions"), Section 1 ("Special Factors--The Merger Agreement"), Section 1
("Special Factors--Statutory Requirements"), Section 1 ("Special Factors--
Appraisal Rights"), Section 1 ("Special Factors--Plans for Verio after the
Offer and the Merger") and Section 14 ("Legal Matters; Required Regulatory
Approvals") in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase and Letter of
Transmittal is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase dated May 17, 2000.
(a)(1)(B) Omitted.
(a)(1)(C) Letter of Transmittal.
(a)(1)(D) Notice of Guaranteed Delivery.
(a)(1)(E) Letter from the Dealer Managers to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(F) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(H) Form of Summary Advertisement as published on May 17, 2000.
(a)(1)(I) Text of press release issued by Verio and NTT Communications dated
May 7, 2000 (incorporated by reference to Exhibit 99 to the Schedule
TO of NTT dated May 8, 2000).
(a)(1)(J) Text of press release issued by NTT Communications dated May 17,
2000.
7
(a)(5)(A) Pages 51 through 71 of the Annual Report on Form 10-K/A of Verio for
the year ended December 31, 1999 (incorporated by reference to the
Form 10-K/A of Verio, filed on March 27, 2000 (file No. 0-24219)).
(a)(5)(B) Pages 2 through 9 of the Quarterly Report on Form 10-Q of Verio for
the quarter ended March 31, 2000 (incorporated by reference to the
Form 10-Q of Verio, filed on May 10, 2000 (File No. 0-24219)).
(a)(5)(C) Complaint of Ari Rosner against Verio Inc., Steven Halstedt,
Yukimasa Ito, Justin L. Jaschke, James C. Allen, Trygve E. Myhren,
Paul J. Salem, Arthur L. Cahoon and Nippon Telegraph and Telephone
Corporation.
(a)(5)(D) Complaint of Steven Wolk against Arthur L. Cahoon, Paul J. Salem,
Steven C. Halstedt, James C. Allen, Justin L. Jaschke, Trygve E.
Myhren, Yukimasa Ito and Verio Inc.
(a)(5)(E) Complaint of Jacob Weinstock against Steven C. Halstedt, Justin L.
Jaschke, James C. Allen, Trygve E. Myhren, Paul J. Salem, Yukimasa
Ito, Arthur L. Cahoon, Verio Inc. and Nippon Telegraph and Telephone
Corporation.
(a)(5)(F) Complaint of David Brett against Steven C. Halstedt, Justin L.
Jaschke, James C. Allen, Trygve E. Myhren, Paul J. Salem, Yukimasa
Ito, Arthur L. Cahoon, Verio Inc. and Nippon Telegraph and Telephone
Corporation.
(a)(5)(G) Complaint of Susan Cody against Verio Inc., Herbert H. Hribar, Tom
Marinkovich, Trygve E. Myhren, Paul J. Salem, James C. Allen, Steven
C. Halstedt, George J. Still, Jr., Arthur L. Cahoon and Yukimasa
Ito.
(b) None.
(c)(1) Opinion of Salomon Smith Barney Inc. to the Board of Directors of
Verio, dated May 7, 2000 (included as Annex A to the Offer to
Purchase filed as Exhibit (a)(1)(A) hereto).
(c)(2) Materials presented by Salomon Smith Barney Inc. to the Board of
Directors of Verio.
(c)(3) Opinion of Deutsche Bank Securities Inc. to the Board of Directors
of NTT Communications, dated May 7, 2000 (included as Annex B of the
Offer to Purchase filed herewith as Exhibit (a)(1)(A)).
(c)(4) Materials presented by Deutsche Bank Securities Inc. to the
Management of NTT Communications.
(c)(5) Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the
Board of Directors of NTT Communications dated May 7, 2000 (included
as Annex C of the Offer to Purchase filed herewith as Exhibit
(a)(1)(A)).
(c)(6) Materials presented by Merrill Lynch, Pierce, Fenner & Smith
Incorporated to the Board of Directors of NTT Communications.
(d)(1) Agreement and Plan of Merger dated as of May 7, 2000, by and among
NTT Communications, Purchaser and Verio (incorporated by reference
to Exhibit 1 to Amendment No. 1 to the Schedule 13D of NTT filed on
May 10, 2000).
(d)(2) Investment Agreement dated April 7, 1998 between Verio and NTT
(incorporated by reference to Exhibit 2 to the Schedule 13D of NTT
filed on May 22, 1998).
(d)(3) Stock Purchase and Master Strategic Relationship Agreement dated as
of April 7, 1998 between Verio and NTT (incorporated by reference to
Exhibit 1 to the Schedule 13D of NTT filed on May 22, 1998).
(d)(4) Confidentiality Agreement between Verio and NTT Communications dated
as of April 7, 2000.
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation Law (included as
Annex D of the Offer to Purchase filed herewith as Exhibit
(a)(1)(A)).
(g) None.
(h) None.
8
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
The information set forth in the sections of the Offer to Purchase entitled
"Summary of the Offer", "Introduction", Section 7 ("Price Range of the
Shares"), Section 12 ("Dividends and Distributions"), Section 1 ("Special
Factors--Related Party Transactions"), Section 10 ("Certain Information
Concerning NTT, NTT Communications and Purchaser"), Section 2 ("Terms of the
Offer"), Section 1 ("Special Factors--The Merger Agreement"), Section 4
("Procedures For Accepting the Offer and Tendering Shares"), Section 5
("Withdrawal Rights"), Section 6 ("Material Federal Income Tax Consequences"),
Section 1 ("Special Factors--Background of the Offer; Contacts with Verio"),
Section 1 ("Special Factors--Purpose and Structure of the Offer and the
Merger; Reasons of NTT Communications For the Offer and the Merger"), Section
10 ("Certain Information Concerning NTT, NTT Communications and Purchaser"),
Section 1 ("Plans For Verio After the Offer and the Merger"), Section 8
("Possible Effects of the Offer on the Market for the Shares; Nasdaq Listing;
Exchange Act Registration; Margin Regulations"), Section 1 ("Special Factors--
Fairness of the Offer and the Merger"), Section 1 ("Special Factors--Position
of NTT, NTT Communications and Purchaser Regarding Fairness of the Offer and
the Merger"), Section 1 ("Special Factors--Opinion of Financial Advisor of
Verio"), Section 1 ("Special Factors--Opinion of Financial Advisors of NTT
Communications"), Section 11 ("Source and Amount of Funds"), Section 15 ("Fees
and Expenses"), Section 1 ("Special Factors--Transactions and Arrangements
Concerning the Shares"), Section 1 ("Special Factors--Interests of Certain
Persons in the Offer and the Merger"), Section 9 ("Certain Information
Concerning Verio"), Schedule I and Schedule II are incorporated by reference
herein.
9
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.
SCHEDULE TO AND SCHEDULE 13E-3
Nippon Telegraph and Telephone
Corporation
/s/ Kanji Koide
By: _________________________________
Kanji Koide
Name: _______________________________
Senior Vice President
Title: ______________________________
NTT Communications Corporation
/s/ Masanobu Suzuki
By: _________________________________
Masanobu Suzuki
Name: _______________________________
President
Title: ______________________________
Chaser Acquisition, Inc.
/s/ Junichi Nomura
By: _________________________________
Junichi Nomura
Name: _______________________________
President
Title: ______________________________
SCHEDULE 13D
Nippon Telegraph and Telephone
Company
/s/ Kanji Koide
By: _________________________________
Kanji Koide
Name: _______________________________
Senior Vice President
Title: ______________________________
NTT Communications Corporation
/s/ Masanobu Suzuki
By: _________________________________
Masanobu Suzuki
Name: _______________________________
President
Title: ______________________________
10
NTT Rocky, inc.
/s/ Keisuke Nakasaki
By: _________________________________
Keisuke Nakasaki
Name: _______________________________
President
Title: ______________________________
SCHEDULE 13E-3
Verio Inc.
/s/ Justin L. Jaschke
By: _________________________________
Justin L. Jaschke
Name: _______________________________
Chief Executive Officer
Title: ______________________________
Date: May 17, 2000
11
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(a)(1)(A) Offer to Purchase dated May 17, 2000.
(a)(1)(B) Omitted.
(a)(1)(C) Letter of Transmittal.
(a)(1)(D) Notice of Guaranteed Delivery.
(a)(1)(E) Letter from the Dealer Managers to Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
(a)(1)(F) Letter to clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.
(a)(1)(G) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(H) Form of Summary Advertisement as published on May 17, 2000.
(a)(1)(I) Text of press release issued by Verio and NTT Communications dated
May 7, 2000 (incorporated by reference to Exhibit 99 to the
Schedule TO of NTT dated May 8, 2000).
(a)(1)(J) Text of press release issued by NTT Communications dated May 17,
2000.
(a)(5)(A) Pages F-51 through F-71 of the Annual Report on Form 10-K/A of
Verio for the year ended December 31, 1999 (incorporated by
reference to the Form 10-K/A of Verio, filed on March 27, 2000
(File No. 0-24219)).
(a)(5)(B) Pages 2 through 9 of the Quarterly Report on Form 10-Q of Verio
for the quarter ended March 31, 2000 (incorporated by reference to
the Form 10-Q of Verio, filed on May 10, 2000 (File No. 0-24219)).
(a)(5)(C) Complaint of Ari Rosner against Verio Inc., Steven Halstedt,
Yukimasa Ito, Justin L. Jaschke, James C. Allen, Trygve E. Myhren
J. Salem, Arthur L. Cahoon and Nippon Telegraph and Telephone
Corporation.
(a)(5)(D) Complaint of Steven Wolk against Arthur L. Cahoon, Paul J. Salem,
Steven C. Halstedt, James C. Allen, Justin L. Jaschke, Trygve E.
Myhren, Yukimasa Ito and Verio Inc.
(a)(5)(E) Complaint of Jacob Weinstock against Steven C. Halstedt, Justin L.
Jaschke, James C. Allen, Trygve E. Myhren, Paul J. Salem, Yukimasa
Ito, Arthur L. Cahoon, Verio Inc. and Nippon Telegraph and
Telephone Corporation.
(a)(5)(F) Complaint of David Brett against Steven C. Halstedt, Justin L.
Jaschke, James C. Allen, Trygve E. Myhren, Paul J. Salem, Yukimasa
Ito, Arthur L. Cahoon, Verio Inc. and Nippon Telegraph and
Telephone Corporation.
(a)(5)(G) Complaint of Susan Cody against Verio Inc., Herbert Hribar, Tom
Marinkovich, Trygve E. Myhren, Paul J. Salem, James C. Allen,
Steven C. Halstedt, George J. Still, Jr., Arthur L. Cahoon, Justin
L. Jaschke and Yukimasa Ito.
(b) None.
(c)(1) Opinion of Salomon Smith Barney Inc. to the Board of Directors of
Verio, dated May 7, 2000 (included as Annex A of the Offer to
Purchase filed herewith as Exhibit (a)(1)(A)).
(c)(2) Materials presented by Salomon Smith Barney Inc. to the Board of
Directors of Verio.
(c)(3) Opinion of Deutsche Bank Securities Inc. to the Board of Directors
of NTT Communications, dated May 7, 2000 (included as Annex B of
the Offer to Purchase filed herewith as Exhibit (a)(1)(A)).
(c)(4) Materials presented by Deutsche Bank Securities Inc. to the Board
of Directors of NTT Communications.
(c)(5) Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated to
the Board of Directors of NTT Communications dated May 7, 2000
(included as Annex C of the Offer to Purchase filed herewith as
Exhibit (a)(1)(A)).
12
Exhibit No. Description
----------- -----------
(c)(6) Materials presented by Merrill Lynch, Pierce, Fenner & Smith
Incorporated to the Board of Directors of NTT Communications.
(d)(1) Agreement and Plan of Merger dated as of May 7, 2000, by and among
NTT Communications, Purchaser and Verio (incorporated by reference
to Exhibit 1 to Amendment No. 1 to the Schedule 13D of NTT filed
on May 10, 2000).
(d)(2) Investment Agreement dated April 7, 1998 between Verio and NTT
(incorporated by reference to Exhibit 2 to the Schedule 13D of NTT
filed on May 22, 1998).
(d)(3) Stock Purchase and Master Strategic Relationship Agreement dated
as of April 7, 1998 between Verio and NTT (incorporated by
reference to Exhibit 1 to the Schedule 13D of NTT filed on May 22,
1998).
(d)(4) Confidentiality Agreement between Verio and NTT Communications
dated as of April 7, 2000.
(e) Not applicable.
(f) Section 262 of the Delaware General Corporation Law (included as
Annex D of the Offer to Purchase filed herewith as Exhibit
(a)(1)(A)).
(g) None.
(h) None.
13