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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
________________
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
- --------------------------------------------------------------------------------
$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: [X]
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Internet Capital Group, Inc., a Delaware corporation ("Purchaser"),
hereby amends the Tender Offer Statement on Schedule TO, originally filed on
July 26, 2002 and amended on August 14, 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"). 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 Transaction.
The Offer expired at Midnight, New York City time on August 23, 2002.
Pursuant to the Offer, $2,905,000 principal amount of Notes were validly
tendered and not withdrawn prior to the expiration of the Offer. Purchaser will
accept for payment $2,905,000 aggregate principal amount of 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 issued a press release on August 26, 2002 announcing the
results of the Offer, the full text of which is attached as an exhibit hereto
and 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 July 26,
2002.
(a)(5)(ii) Press Release issued by Internet Capital Group, Inc. on August
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 26, 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.
(a)(5)(ii) Press Release issued by Internet Capital Group, Inc. on August
26, 2002
+ Previously filed.