SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 2 to)
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
Innogy Holdings plc
(Name of Subject Company (issuer))
GBV Funfte Gesellschaft fur Beteiligungsverwaltung mbH
RWE Aktiengesellschaft
(Names of Filing Persons (offerors))
American Depositary Shares
Ordinary Shares of 10p each
(Title of Class of Securities)
45769A103 (American Despositary Shares)
G4782H101 (Ordinary Shares)
(CUSIP Number of Class of Securities)
Dr. Georg Mueller
RWE Aktiengesellschaft
Opernplatz 1
D-45128 Essen, Germany
011 49-201-12-00
(Name, address and telephone numbers of
person authorized to receive
notices and communications on
behalf of filing persons)
With a copy to:
Peter S. Wilson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------
Transaction valuation Amount of filing fee
- ------------------------------------------------------------------------------
739,564,155 (1) $68,040 (1)(2)
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(1) For purposes of calculating the filing fee pursuant to Rule 0-11(d), the
transaction value of the Innogy Shares and Innogy ADSs (each Innogy ADS
represents 10 Innogy Shares) to be received by the Purchaser, assuming
acceptance of the Offer by holders in the United States, is calculated as
follows: 188,460,000 Innogy Shares (including Innogy Shares represented by
Innogy ADSs) multiplied by 275 pence per Innogy Share, the cash consideration
being offered per Innogy Share, which yields (Pounds)518,265,000, converted at
the exchange rate on March 26, 2002, of (Pounds)1=$1.427, which yields
$739,564,155, multiplied by .000092, which yields $68,040.
(2) Sent by wire transfer to the SEC on March 28, 2002.
[ ] 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: N.A Form or Registration No.: N.A.
Filing Party: N.A. Date Filed: N.A.
[ ] 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:
[x] third-party tender offer subject to Rule 14d-1.
[ ] 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: [ ]
This Amendment No. 2 amends the Tender Offer Statement on Schedule TO
initially filed on March 29, 2002, by GBV Funfte Gesellschaft fur
Beteiligungsverwaltung mbH, a company organized under the laws of The Federal
Republic of Germany (the "Offeror"), and a wholly owned subsidiary of RWE
Aktiengesellschaft, a company organized under the laws of The Federal Republic
of Germany ("RWE"), relating to the third-party tender offer by the Offeror to
purchase all of the (i) ordinary shares of 10 pence each (the "Innogy Shares")
of Innogy and (ii) American Depository Shares ("Innogy ADSs"), each
representing 10 Innogy Shares and evidenced by American Depository Receipts
("Innogy ADRs").
A question and answer script that is being used by the Information Agent
to answer questions received over the help line is attached hereto as Exhibit
(a)(13).
Item 12. Exhibits.
* (a)(1) Offer Document dated March 28, 2002.
* (a)(2) Letter of Transmittal.
* (a)(3) Notice of Guaranteed Delivery.
* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
* (a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
* (a)(7) Acceptance, Authority and Election.
* (a)(8) Investors' Guide to Completing the Form of Acceptance.
* (a)(9) Press Release announcing the Recommended Cash Offer by
GBV Funfte Gesellschaft fur Beteiligungsverwaltung mbH for
Innogy Holdings plc dated March 22, 2002.
* (a)(10) Summary Advertisement in The Wall Street Journal, dated
March 29, 2002.
* (a)(11) Form of Summary Advertisement in the Financial Times, dated
March 30, 2002.
* (a)(12) Press Release announcing the posting of the Offer Document,
dated April 2, 2002.
(a)(13) Question and Answer Script used by the Information Agent.
* (d)(1) Inducement Fee Letter Agreement, dated March 21, 2002,
between RWE Aktiengesellschaft and Innogy Holdings plc.
* (d)(2) Director Undertaking, dated March 21, 2002, from Richard
Delbridge to RWE Aktiengesellschaft.
* (d)(3) Director Undertaking, dated March 21, 2002, from Steve
Fletcher to RWE Aktiengesellschaft.
* (d)(4) Director Undertaking, dated March 21, 2002, from Ross Sayers
to RWE Aktiengesellschaft.
* (d)(5) Director Undertaking, dated March 21, 2002, from Andrew Duff
to RWE Aktiengesellschaft.
* (d)(6) Director Undertaking, dated March 21, 2002, from Mike Bowden
to RWE Aktiengesellschaft.
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* (d)(7) Director Undertaking, dated March 21, 2002, from Brian
Morrison Count to RWE Aktiengesellschaft.
* (d)(8) Director Undertaking, dated March 21, 2002, from Yvonne
Constance to RWE Aktiengesellschaft.
* (d)(9) Director Undertaking, dated March 21, 2002, from Charles
Brandon Gough to RWE Aktiengesellschaft.
* (d)(10) Director Undertaking, dated March 21, 2002, from Robin
Mountfield to RWE Aktiengesellschaft.
* Previously filed.
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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.
Dated: April 4, 2002
GBV Funfte Gesellschaft fur
Beteiligungsverwaltung mbH
by /s/ Klaus Sturany
-----------------------------
Name: Dr. Klaus Sturany
Title: Managing Director
by /s/ Richard Klein
-----------------------------
Name: Dr. Richard Klein
Title: Managing Director
RWE Aktiengesellschaft
by /s/ Georg Muller
-----------------------------
Name: Dr. Georg Muller
Title: General Counsel
by /s/ Georg Lambertz
-----------------------------
Name: Georg Lambertz
Title: Vice President Finance
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INDEX TO EXHIBITS
EXHIBIT NUMBER DOCUMENT
* (a)(1) Offer Document dated March 28, 2002.
* (a)(2) Letter of Transmittal.
* (a)(3) Notice of Guaranteed Delivery.
* (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
* (a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
* (a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
* (a)(7) Acceptance, Authority and Election.
* (a)(8) Investors' Guide to Completing the Form of Acceptance.
* (a)(9) Press Release announcing the Recommended Cash Offer by GBV
Funfte Gesellschaft fur Beteiligungsverwaltung mbH for Innogy
Holdings plc dated March 22, 2002.
* (a)(10) Summary Advertisement in The Wall Street Journal, dated
March 29, 2002.
* (a)(11) Form of Summary Advertisement in the Financial Times, dated
March 30, 2002.
* (a)(12) Press Release announcing the posting of the Offer Document,
dated April 2, 2002.
(a)(13) Question and Answer Script used by the Information Agent.
* (d)(1) Inducement Fee Letter Agreement, dated March 21, 2002,
between RWE Aktiengesellschaft and Innogy Holdings plc.
* (d)(2) Director Undertaking, dated March 21, 2002, from Richard
Delbridge to RWE Aktiengesellschaft.
* (d)(3) Director Undertaking, dated March 21, 2002, from Steve
Fletcher to RWE Aktiengesellschaft.
* (d)(4) Director Undertaking, dated March 21, 2002, from Ross Sayers
to RWE Aktiengesellschaft.
* (d)(5) Director Undertaking, dated March 21, 2002, from Andrew Duff
to RWE Aktiengesellschaft.
* (d)(6) Director Undertaking, dated March 21, 2002, from Mike Bowden
to RWE Aktiengesellschaft.
* (d)(7) Director Undertaking, dated March 21, 2002, from Brian
Morrison Count to RWE Aktiengesellschaft.
* (d)(8) Director Undertaking, dated March 21, 2002, from Yvonne
Constance to RWE Aktiengesellschaft.
* (d)(9) Director Undertaking, dated March 21, 2002, from Charles
Brandon Gough to RWE Aktiengesellschaft.
* (d)(10) Director Undertaking, dated March 21, 2002, from Robin
Mountfield to RWE Aktiengesellschaft.
* Previously filed.
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