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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
(Amendment No. 4)
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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
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.
[X] going-private transaction subject to Rule 13e-3.
[X] 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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SCHEDULE 13D Page 2 of 10 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/
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
9,053,754 shares/1/
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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.
- --------
(/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 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/
- --------------------------------------------------------------------------------
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)
11.0%
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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 10 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%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*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 Amendment No. 4 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO filed by Chaser Acquisition, Inc., a Delaware
corporation ("Purchaser"), NTT Communications Corporation, a limited liability
joint stock company incorporated under the laws of Japan ("NTT
Communications"), and Nippon Telegraph and Telephone Corporation, a limited
liability joint stock company incorporated under the laws of Japan ("NTT"), on
May 17, 2000, as amended by Amendment No. 1, Amendment No. 2 and Amendment No.
3 thereto (as amended, the "Schedule TO"), relating to the offer to purchase
all issued and outstanding shares of common stock, par value $.001 per share
("Common Stock") (other than shares of Common Stock already owned by NTT
Communications and its subsidiaries), of Verio Inc., a Delaware Corporation
("Verio"), all issued and outstanding shares of Series A 6.75% Convertible
Preferred Stock, par value $.001 per share, of Verio and certain outstanding
warrants to purchase 1,306,228 shares of Common Stock of Verio, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May 17,
2000 (the "Offer to Purchase") and in the related Letters of Transmittal
(which, together with the Offer to Purchase, as supplemented or amended from
time to time, constitute the "Offer"). Capitalized terms used but not defined
herein have the meanings assigned to such terms in the Schedule TO.
This Amendment also amends and supplements the Schedule 13D of NTT, NTT
Communications and NTT Rocky, Inc. originally filed on May 22, 1998, as
amended.
ITEM 1. SUMMARY TERM SHEET; ITEM 4. TERMS OF THE TRANSACTION.
Item 1 and Item 4 of the Schedule TO are hereby amended and supplemented by
adding the following thereto:
On June 15, 2000, NTT Communications issued a press release announcing
the extension of the Expiration Date of the Offer to 12:00 midnight, New
York City time, on Friday, June 30, 2000. The press release is filed as an
exhibit hereto and incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The section of the Offer to Purchase entitled "Source and Amount of Funds"
is hereby amended and supplemented by adding the following thereto:
"On June 12, 2000, NTT Communications entered into a syndicated term
loan facility agreement (the "Loan Agreement") with The Dai-Ichi Kangyo
Bank, Limited ("DKB") and The Fuji Bank, Limited ("Fuji") as joint
arrangers (together, the "Arrangers"), DKB as facility agent (in this
capacity, the "Facility Agent") and a syndicate of financial institutions
(the "Lenders") to provide financing in the aggregate principal amount of
$6 billion (the "Credit Facility") in U.S. dollars. The following is a
summary of the principal terms of the Credit Facility and is qualified in
its entirety by reference to the Loan Agreement, which is filed as an
exhibit to the Schedule TO.
The Credit Facility consists of a $6 billion loan which NTT
Communications may draw down at any time, and from time to time, during the
term of the Credit Facility, in increments of not less than $1 million to
finance mergers and acquisitions, including the acquisition of Verio. The
expiration and repayment date of the Credit Facility (the "Expiration
Date") is March 31, 2001. NTT Communications may prepay all or any part of
the loan prior to the Expiration Date, but may not re-borrow any portion of
the loan pre-paid.
The duration of the interest period applicable to each drawdown of the
Credit Facility made by NTT Communications shall be one, two or three
months (each an "Interest Period"), at NTT Communications' discretion.
Borrowings under the Credit Facility will bear interest at a per annum rate
equal to the sum of (x) 0.125 percent per annum (the "Margin") and (y) the
offered rate for deposits in U.S. dollars displayed on the Telerate Page
3750 for the period comparable to such
5
Interest Period at or about 11:00 a.m. London time, on two London Banking
Days prior to the first day of the Interest Period ("Libor" or the "Base
Rate"); provided that the Base Rate shall be:
(i) if such Interest Period is less than one month, an interpolated
rate on overnight federal funds transactions on the immediately
preceding day, other than a Saturday, Sunday or any other day in
which banks are not open for business in New York City ("New York
Banking Day"), displayed on the Telerate Page 118 in the morning
New York Times on two New York Banking Days prior to the day on
which the relevant Interest Period commences (the "Fed Fund Rate")
and Libor comparable to one month;
(ii) if such Interest Period is more than one month and less than two
months, an interpolated rate of Libor comparable to one month and
Libor comparable to two months; and
(iii) if such Interest Period is more than two months and less than
three months, an interpolated rate of Libor comparable to two months
and Libor comparable to three months; or
(z) if the Base Rate is not available, the arithmetic mean of the lowest
rates at which DKB or Fuji was offering deposits to prime banks in the
London interbank market at or about 11:00 a.m. two London Banking Days (as
defined below) prior to the commencement of such Interest Period for a
period comparable to such Interest Period. "London Banking Day" means a
day, other than a Saturday, Sunday or any other day on which banks are not
open for business in London.
NTT Communications has agreed to pay a commitment fee to the Facility
Agent, every three months in arrears, to be distributed among the Lenders
in proportion to their respective commitments, at the rate of 0.020 percent
per annum on the daily undrawn amount of the total commitments with respect
to a period from the first drawdown date to the Expiration Date.
The Loan Agreement contains conditions precedent, representations and
warranties, covenants, events of default and other provisions customary for
such financings.
It is anticipated that the indebtedness incurred through borrowings
under the Credit Facility will be repaid from funds generated internally by
NTT Communications and from other sources that may include the proceeds of
the private or public sale of debt or equity securities. No final decisions
have been made concerning the method NTT Communications will employ to
repay such indebtedness. Such decisions, when made, will be based on NTT
Communications' review from time to time of the advisability of particular
actions, as well as on prevailing interest rates and financial and other
economic conditions.
Any additional funds required to consummate the Offer, the Merger and
the transactions contemplated by the Merger Agreement are expected to be
funded by NTT Communications from working capital, additional borrowings
from lenders or from other sources available to NTT Communications, or some
combination of the foregoing.
Purchaser will obtain the funds required to purchase Shares in the Offer
and the Merger through one or more capital contributions by NTT
Communications."
ITEM 11. ADDITIONAL INFORMATION.
The section of the Offer to Purchase entitled "Legal Matters; Required
Regulatory Approvals--Antitrust" is hereby amended and supplemented by adding
the following thereto:
6
"On June 14, 2000, NTT Communications received notice from the FTC of
early termination of the HSR Act waiting period applicable to the Offer."
The press release of NTT Communications dated June 15, 2000 relating to the
termination of the HSR Act waiting period is filed as an exhibit hereto and
incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(1)(K) Press release of NTT Communications dated June 15, 2000.
(b)(1) Syndicated Loan Facility Agreement between NTT Communications, as
borrower, The Dai-Ichi Kangyo Bank, Limited and The Fuji Bank, Limited, as
joint arrangers, The Dai-Ichi Kangyo Bank, Limited, as facility agent, and
several financial institutions, as lenders.
7
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: ______________________________
NTT Rocky, inc.
/s/ Keisuke Nakasaki
By: _________________________________
Keisuke Nakasaki
Name: _______________________________
President
Title: ______________________________
8
SCHEDULE 13E-3
Verio Inc.
/s/ Justin L. Jaschke
By: _________________________________
Justin L. Jaschke
Name: _______________________________
Chief Executive Officer
Title: ______________________________
Date: June 15, 2000
9
EXHIBIT INDEX
Exhibit
No. Description
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(a)(1)(K) Press Release of NTT Communications dated June 15, 2000.
(b)(1) Syndicated Loan Facility Agreement between NTT Communications, as
borrower, The Dai-Ichi Kangyo Bank, Limited and The Fuji Bank,
Limited, as joint arrangers, The Dai-Ichi Kangyo Bank, Limited, as
facility agent, and several financial institutions, as lenders.
10