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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) THE SECURITIES EXCHANGE ACT OF 1934
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INTERNET CAPITAL GROUP, INC.
(Name of Subject Company (Issuer))
INTERNET CAPITAL GROUP, INC.
(Name of Filing Person (Offeror))
5 1/2% Convertible Subordinated Notes due 2004
(Title of Class of Securities)
46059C AA4
(Cusip Numbers of Class of Securities)
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Henry N. Nassau, Esq.
Managing Director, General Counsel and Secretary
Internet Capital Group, Inc.
435 Devon Park Drive
600 Building
Wayne, Pennsylvania 19087
(610) 989-0111
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Person Authorized to Receive Notices and Communications on Behalf of the
Filing Person(s))
Copy to:
Christopher G. Karras, Esq.
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
(215) 994-4000
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$50,000,000 $10,000
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* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934. Based upon the maximum amount of cash that might be paid for the 5
1/2% Convertible Subordinated Notes due 2004.
[X] Check 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: $10,000 Filing party: Internet Capital Group, Inc.
Form or Registration No. File No. 5-57841 Date Filed: October 1, 2001
[_] Check box if 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:
[_] third-party tender offer subject to Rule 14d-1
[X] 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: [_]
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Internet Capital Group, Inc. ("Purchaser"), a Delaware corporation,
hereby amends the Tender Offer Statement on Schedule TO, originally filed on
October 1, 2001 and amended on October 17, 2001 (the "Schedule TO") with respect
to Purchaser's offer to purchase up to $200,000,000 aggregate principal amount
of Purchaser's outstanding 5 1/2% Convertible Subordinated Notes due 2004 (the
"Notes") at a price not greater than $250 nor less than $200 per $1,000
principal amount, plus accrued and unpaid interest thereon to, but not
including, the date of purchase. Purchaser's offer for the Notes is being made
upon the terms and subject to the conditions relating to the Notes set forth in
the Offer to Purchase dated October 1, 2001 (the "Offer to Purchase") and in the
related letter of transmittal (which, with respect to the Notes, as amended or
supplemented from time to time, together constitute the "Offer"). The Offer will
expire at 12:00 Midnight, New York City time, on October 29, 2001, unless
extended. This Tender Offer Statement on Schedule TO as amended hereby is
intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), solely with
respect to the Notes and the Offer.
Capitalized terms used and not defined herein have the meanings
given to them in the Offer to Purchase and Schedule TO.
Item 11. Additional Information.
On October 22, 2001, Purchaser announced that it was waiving the
condition to the Offer set forth in Section (4) of Item 9 of the Offer to
Purchase to the extent described in the press release issued by Purchaser on
that date.
The full text of Purchaser's October 22, 2001 press release
announcing such waiver is set forth in Exhibit (a)(5)(ii) hereto and is
incorporated herein by reference.
Item 12. Exhibits.
(a)(1)(i)+ Offer to Purchase.
(a)(1)(ii)+ Letter of Transmittal.
(a)(1)(iii)+ Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(iv)+ Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(1)(v)+ Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(1)(vi)+ Notice of Guaranteed Delivery.
(a)(5)(i)+ Press Release issued by Internet Capital Group, Inc. on September 28, 2001.
(a)(5)(ii) Press Release issued by Internet Capital Group, Inc. on October 22, 2001.
+ Previously filed.
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.
INTERNET CAPITAL GROUP, INC.
By: /s/ Henry N. Nassau
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Henry N. Nassau
Managing Director, General Counsel and Secretary
Dated: October 22, 2001
EXHIBIT INDEX
Exhibit
Number Description
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(a)(1)(i)+ Offer to Purchase.
(a)(1)(ii)+ Letter of Transmittal.
(a)(1)(iii)+ Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(iv)+ Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(1)(v)+ Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
(a)(1)(vi)+ Notice of Guaranteed Delivery.
(a)(5)(i)+ Press Release issued by Internet Capital Group, Inc. on September 28, 2001.
(a)(5)(ii) Press Release issued by Internet Capital Group, Inc. on October 22, 2001.
+ Previously filed.