SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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MICROCELL TELECOMMUNICATIONS INC.
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(Name of Subject Company (Issuer))
ROGERS WIRELESS INC.
ROGERS WIRELESS COMMUNICATIONS INC.
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(Name of Filing Persons, Offerors)
CLASS A RESTRICTED VOTING SHARES
CLASS B NON-VOTING SHARES
WARRANTS 2005
WARRANTS 2008
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(Title of Classes of Securities)
59501T882
59501T874
59501T163
59501T171
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(CUSIP Numbers of Class of Securities)
DAVID P. MILLER, ESQ.
ROGERS WIRELESS INC.
ONE MOUNT PLEASANT ROAD, 16TH FLOOR
TORONTO, ONTARIO M4Y 2Y5
CANADA
(416) 935-1100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
John T. Gaffney, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000
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This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule TO filed with the U.S. Securities and Exchange
Commission on September 30, 2004 (as amended, the "Schedule TO"), relating to
the offers (collectively, the "Offers") by Rogers Wireless Inc. (the
"Offeror"), a corporation incorporated under the Canada Business Corporations
Act (the "CBCA") and a wholly-owned subsidiary of Rogers Wireless
Communications Inc. (the "Parent"), a corporation incorporated under the CBCA,
to purchase all of the issued and outstanding class A restricted voting shares
(the "Class A Shares"), class B non-voting shares (the "Class B Shares" and,
collectively with the Class A Shares, together with the associated Rights, the
"Shares," including Shares issuable upon the exercise of outstanding options,
warrants or other conversion or exchange rights other than the Rights and the
Warrants), Warrants 2005 (the "Warrants 2005") and Warrants 2008 (the
"Warrants 2008" and, collectively with the Warrants 2005, the "Warrants," and
together with the Shares, the "Securities"), of Microcell Telecommunications
Inc. (the "Company"), a corporation incorporated under the CBCA, at a purchase
price of Cdn.$35.00 per Class A Share, Cdn.$35.00 per Class B Share,
Cdn.$15.79 per Warrant 2005 and Cdn.$15.01 per Warrant 2008, in each case, net
to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offers to Purchase and Circular, dated September
30, 2004, and the related Letters of Acceptance and Transmittal (which,
together with any amendments or supplements thereto, collectively, constitute
the "Offering Materials").
Capitalized terms used herein and not defined herein have the
respective meanings assigned to such terms in the Offers to Purchase and
Circular.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The previously disclosed proposed amendments to the Bank Facility
were made effective as of October 8, 2004. The Second Amendment Agreement
including such amendments is included herein as Exhibit (b)(4).
ITEM 12. EXHIBITS
(b)(4) Second Amendment Agreement to the Amended and Restated Credit Agreement,
dated as of October 8, 2004, among Rogers Wireless Inc., the lenders
named therein and The Bank of Nova Scotia, as Agent.
(g)(1) Soliciting Dealer Information Memorandum, dated September 30, 2004.
SIGNATURES
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.
Date: October 14, 2004 ROGERS WIRELESS INC.
By: /s/ GRAEME MCPHAIL
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Name: Graeme McPhail
Title: Vice President, Associate
General Counsel
ROGERS WIRELESS COMMUNICATIONS INC.
By: /s/ GRAEME MCPHAIL
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Name: Graeme McPhail
Title: Vice President, Associate
General Counsel
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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(b)(4) Second Amendment Agreement to the Amended and Restated Credit
Agreement, dated as of October 8, 2004, among Rogers Wireless
Inc., the lenders named therein and The Bank of Nova Scotia,
as Agent.
(g)(1) Soliciting Dealer Information Memorandum, dated September 30,
2004.