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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
AMENDMENT NO. 4 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) THE SECURITIES EXCHANGE ACT OF 1934
____________________
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)
____________________
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
____________________
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$88,500,000 $17,700
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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., a Delaware corporation ("Purchaser"),
hereby amends the Tender Offer Statement on Schedule TO, originally filed on
October 1, 2001 and amended on October 17, 2001, October 22, 2001 and October
30, 2001 (the "Schedule TO") with respect to Purchaser's offer to purchase up to
$300,000,000 aggregate principal amount of Purchaser's outstanding 5 1/2%
Convertible Subordinated Notes due 2004 (the "Notes") at a price of $295 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, as amended and supplemented by the
Supplement to the Offer to Purchase dated October 31, 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"). 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 5. Past Contracts, Transactions, Negotiations and Agreements.
Item 5(e) of the Schedule TO of the Schedule TO is hereby amended and
restated as follows:
Except as set forth in the Offer to Purchase, none of
Purchaser, or any person controlling Purchaser or, to Purchaser's
knowledge, any of their respective directors or executive officers, is
a party to any executory contract, arrangement, understanding or
relationship with any other person relating, directly or indirectly, to
the Offer with respect to any securities of Purchaser (including, but
not limited to, any executory contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such
securities, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or the giving or
withholding of proxies, consents or authorizations).
Item 7. Source and Amount of Funds or Other Consideration.
Item 7(a) of the Schedule TO is hereby amended and restated as follows:
The maximum amount of funds required by Purchaser to purchase
the Notes pursuant to the Offer is estimated to be approximately
$88,500,000 plus approximately $6,600,000 in accrued interest.
Item 12. Exhibits.
(a)(1)(i)+ Offer to Purchase.
(a)(1)(i)(A) Supplement to Offer to Purchase.
(a)(1)(ii)+ Letter of Transmittal.
(a)(1)(iii)+ Letter to Clients for use by Brokers, Dealers, Commercial
Bank, 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.
(a)(5)(iii)+ Press Release issued by Internet Capital Group, Inc. on October
30, 2001.
(d)(1)(i) Tender Agreement dated October 29, 2001 among Internet Capital
Group, Inc., Fir Tree Value Fund, L.P., Fir Tree Institutional
Value Fund, L.P., Fir Tree Value Partners, LDC and Fir Tree
Recovery Mastery Fund, L.P.
(d)(1)(ii) First Amendment to Tender Agreement dated October 31, 2001
among Internet Capital Group, Inc., Fir Tree Value Fund,
L.P., Fir Tree Institutional Value Fund, L.P., Fir Tree Value
Partners, LDC and Fir Tree Recovery Mastery Fund, L.P.
+ 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 31, 2001
EXHIBIT INDEX
Exhibit
Number Description
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(a)(1)(i)+ Offer to Purchase.
(a)(1)(i)(A) Supplement to 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.
(a)(5)(iii)+ Press Release issued by Internet Capital Group, Inc.
on October 30, 2001.
(d)(1)(i) Tender Agreement dated October 29, 2001 among
Internet Capital Group, Inc., Fir
Tree Value Fund, L.P., Fir Tree Institutional Value
Fund, L.P., Fir Tree Value Partners, LDC
and Fir Tree Recovery Mastery Fund, L.P.
(d)(1)(ii) First Amendment to Tender Agreement dated October 31,
2001 among Internet Capital Group, Inc., Fir Tree
Value Fund, L.P., Fir Tree Institutional Value Fund,
L.P., Fir Tree Value Partners, LDC and Fir Tree
Recovery Mastery Fund, L.P.
+ Previously filed.