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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(AMENDMENT NO. 2)
(RULE 14D-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AVAYA INC.
(Name of Subject Company)
AVAYA INC. (OFFEROR/ISSUER)
WARBURG, PINCUS EQUITY PARTNERS, L.P. (OFFEROR)
WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS I, C.V. (OFFEROR)
WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS II, C.V. (OFFEROR)
WARBURG, PINCUS NETHERLANDS EQUITY PARTNERS III, C.V. (OFFEROR)
(Name of Person(s) Filing Statement)
LIQUID YIELD OPTION-TM- NOTES DUE 2021
(Title of Class(es) of Securities)
CUSIP NO. 053499AA7
(CUSIP Number of Class(es) of Securities)
PAMELA F. CRAVEN, ESQ.
AVAYA INC.
211 MOUNT AIRY ROAD
BASKING RIDGE, NEW JERSEY 07920
(908 953-6000)
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
WITH COPIES TO:
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AKIKO MIKUMO, ESQ. DAVID M. SILK, ESQ. MICHAEL J. SCHIAVONE, ESQ.
MALCOLM E. LANDAU, ESQ. WACHTELL, LIPTON, ROSEN & SHEARMAN & STERLING
WEIL, GOTSHAL & MANGES LLP KATZ 599 LEXINGTON AVENUE
767 FIFTH AVENUE 51 WEST 52ND STREET NEW YORK, NEW YORK 10022
NEW YORK, NEW YORK 10153-0119 NEW YORK, NEW YORK 10019 (212) 848-4000
(212) 310-8000 (212) 403-1000
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Check the appropriate boxes below to designate any
transactions to which the statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e3.
/ / amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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On December 23, 2002, Avaya Inc. ("Avaya"), and Warburg, Pincus Equity
Partners, L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V., and Warburg, Pincus Netherlands
Equity Partners III, C.V. commenced an exchange offer (the "Exchange Offer") for
up to $660,542,000 aggregate principal amount at maturity of Avaya's outstanding
Liquid Yield Option-TM- Notes due 2021 (the "LYONs"), representing approximately
70% of the outstanding LYONs.
This Amendment No. 2, filed January 22, 2003 amends and supplements the
Tender Offer Statement on Schedule TO (as amended and supplemented from time to
time, "Schedule TO") filed on December 23, 2002, and Amendment No. 1 thereto,
filed on January 13, 2003 in connection with the Exchange Offer. The Exchange
Offer is being made pursuant to an Offer to Exchange/Prospectus dated
December 23, 2002 and amended on January 13 and 22, 2003 (as amended and
supplemented from time to time, the "Offer to Exchange/Prospectus").
ITEM 4. TERMS OF THE TRANSACTION.
(a) For information regarding the material terms of the Exchange Offer, see the
section of the Offer to Exchange/Prospectus entitled "Questions and Answers
About the Exchange Offer," "Summary," and "The Exchange Offer," which
sections are incorporated by reference in the Schedule TO.
ITEM 12. EXHIBITS.
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EXHIBIT
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Exhibit (a)(1)(A) Text of Press Release issued by Avaya Inc. dated
January 21, 2003 (incorporated by reference to
Exhibit 99.7 of Amendment No. 2 to the Registration
Statement on Form S-4 filed with the Securities and
Exchange Commission on January 22, 2003 (the
"Exchange Offer Registration Statement")).
Exhibit (d)(1) Letter Agreement, dated January 21, 2003, by and
among Avaya Inc., Warburg, Pincus Equity Partners,
L.P., Warburg, Pincus Netherlands Equity
Partners I, C.V., Warburg, Pincus Netherlands Equity
Partners II, C.V. and Warburg, Pincus Netherlands
Equity Partners III, C.V. (incorporated by reference
to Exhibit 10.35 of the Exchange Offer Registration
Statement).
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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.
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Dated: January 22, 2003
AVAYA INC.
By: /s/ GARRY K. MCGUIRE
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Name: Garry K. McGuire
Title: Chief Financial Officer and Senior
Vice President, Operations
WARBURG, PINCUS EQUITY
PARTNERS, L.P.
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By: Warburg Pincus & Co., Its General Partner
/s/ SCOTT A. ARENARE
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Name: Scott A. Arenare
Title: Partner
By:
WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS I, C.V.
By: Warburg Pincus & Co., Its General Partner
/s/ SCOTT A. ARENARE
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Name: Scott A. Arenare
Title: Partner
By:
WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS II, C.V.
By: Warburg Pincus & Co., Its General Partner
/s/ SCOTT A. ARENARE
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Name: Scott A. Arenare
Title: Partner
By:
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WARBURG, PINCUS NETHERLANDS
EQUITY PARTNERS III, C.V.
By: Warburg Pincus & Co., Its General Partner
/s/ SCOTT A. ARENARE
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Name: Scott A. Arenare
Title: Partner
By:
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INDEX TO EXHIBITS
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EXHIBITS
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Exhibit (a)(1)(A) Text of Press Release issued by Avaya Inc. dated
January 21, 2003 (incorporated by reference to Exhibit 99.7
of Amendment No. 2 to Avaya's Registration Statement on
Form S-4 filed with the Securities and Exchange Commission
on January 22, 2003 (the "Exchange Offer Registration
Statement")).
Exhibit (d)(1) Letter Agreement, dated January 21, 2003, by and among Avaya
Inc., Warburg, Pincus Equity Partners, L.P., Warburg, Pincus
Netherlands Equity Partners I, C.V., Warburg, Pincus
Netherlands Equity Partners II, C.V. and Warburg, Pincus
Netherlands Equity Partners III, C.V. (incorporated by
reference to Exhibit 10.35 of the Exchange Offer
Registration Statement).
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