SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 3 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)
- ---------------------------------------- ------------------------------------
(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. 3 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"), by amending and restating in its entirety the response to
Item 11 and adding the response to Item 13 as set forth below.
ITEM 11. ADDITIONAL INFORMATION.
The information set forth in the Offer Document, the Form of
Acceptance, Authority and Election, the Letter of Transmittal and the Notice
of Guaranteed Delivery is incorporated herein by reference, except as set
forth below.
The phrase "`forward looking statements' within the meaning of the
United States federal securities laws" is used in the tender offer materials
solely to provide a definition for "forward-looking statements" and is not
intended to claim the protections of the U.S. Private Securities Litigation
Reform Act of 1995. The safe harbor of the U.S. Private Securities Litigation
Reform Act of 1995 does not apply to forward-looking statements made in
connection with tender offers. Holders of Innogy securities should remain
aware, however, of the risks and uncertainties inherent in forward-looking
statements as described in the tender offer materials.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13e-3.
Not applicable.
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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 17, 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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