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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 1 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))
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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
- ------------------------------------------------------------- ------------------------------------------------------------
$42,185,000 $8,437
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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: $8,437 Filing party: Internet Capital Group, Inc.
Form or Registration No. File No. 5-57841 Date Filed: July 26, 2002
|_| 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
July 26, 2002 (the "Schedule TO") with respect to Purchaser's offer to purchase
up to $143,000,000 aggregate principal amount of Purchaser's outstanding 5 1/2%
Convertible Subordinated Notes due 2004 (the "Notes") at a price not greater
than $295 nor less than $250 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 July 26, 2002
(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 August 23, 2002, 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 4. Terms of the Transactions.
Item 4 of the Schedule TO is hereby amended and supplemented by
amending and restating the first two paragraphs under the subheading
"Incorporation of Documents by Reference" on page iii of the Offer to Purchase
in their entirety with respect to the Offer as follows:
The following documents filed by Purchaser with the Commission are
incorporated herein by reference and shall be deemed to be a part hereof:
o Annual Report of Purchaser on Form 10-K, as amended, for the fiscal
year ended December 31, 2001;
o Quarterly Reports of Purchaser on Form 10-Q for the quarterly periods
ended March 31, 2002 and June 30, 2002; and
o Proxy Statement of the Purchaser filed April 29, 2002.
Purchaser will file an amendment to the Schedule TO to incorporate by
reference into the Offer to Purchase all documents filed by Purchaser pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the Expiration Date, to the extent necessary to comply with
applicable law. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Offer
to Purchase to the extent that a statement contained herein or in any
subsequently filed document incorporated by reference herein modifies or
supersedes such statement.
Item 4 of the Schedule TO is hereby amended and supplemented by
amending and restating paragraph (6) under Item 9, "Conditions to the Offer," in
the Offer to Purchase in its entirety with respect to the Offer as follows:
(6) there shall not be any change or changes that have occurred or are
threatened in the business, condition (financial or other), assets, income,
operations, prospects or stock ownership of Purchaser or its subsidiaries that,
in Purchaser's reasonable judgment, is materially adverse to either Purchaser or
its subsidiaries;
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 July 26, 2002.
+ 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: August 14, 2002
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(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 July 26, 2002.
+ Previously filed.