SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.2 TO SCHEDULE TO-I/13E-3
(Rules 13e-3 and 13e-4)
FINAL AMENDMENT
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INTERCORP EXCELLE INC.
(Name of Subject Company (Issuer))
INTERCORP EXCELLE INC.
(Name of Filing Person)
Common Stock, No Par Value
(Title of Class of Securities)
451 651 106
(CUSIP Number of Class of Securities)
Arnold Unger
Chief Executive Officer
1880 Ormont Drive
Toronto, Ontario M9L 2V4
(416) 744-2124
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
Arthus S. Marcus, Esq.
Gersten, Savage & Kaplowitz, LLP
101 East 52nd Street
New York, New York 10022
(212)752-9700
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee**
$1,227,374 $245.47
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* For purposes of calculating amount of filing fee only. This calculation
assumes the purchase of all outstanding shares of common stock, no par value, of
Intercorp Excelle Inc. not currently owned by the principal shareholders and
primary officers of Intercorp Excelle Inc. at a purchase price of $1.15 per
share, to the seller in cash, without interest. This calculation also assumes
that the holders of the 1,067,282 shares of common stock offered for hereby will
agree to sell such shares.
** The amount of the filing fee calculated in accordance with Regulation
2400.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the value of the transaction.
[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: $245.47 Filing party: Intercorp Excelle Inc.
Form or Registration No.: SC TO-I/13E-3/A Date filed: December 20, 2001
[_] Check the box if the 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.
[X] 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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INTRODUCTORY STATEMENT
This final amendment (the "Final Amendment") to the Tender Offer and
Going Private Transaction Statement on Schedule TO-I and 13E-3 (the "Statement")
supplements the Statement and related Offer to Purchase dated November 1, 2001
pertaining to the tender offer by Intercorp Excelle Inc., an Ontario corporation
(the "Company" or the "Issuer," as appropriate), to purchase all its outstanding
shares of common stock, no par value per share (the "Common Shares") and the
subsequently filed amendment thereto (the "Amendment"). The tender offer (the
"Tender Offer") will be followed by a merger (the "Merger") of the Company and a
company affiliated with the Unger Group as a preliminary step to completing the
Company's going-private transaction (the "Transaction"). Arnold and Renee Unger,
the principal shareholders and primary officers of the Company, the Unger Family
Trust (collectively, the "Unger Group"), do not intend to tender their Common
Shares. The Unger Group owned, prior to the initiation of the Tender Offer,
approximately seventy-two point six percent (72.6%) of the issued and
outstanding Common Shares. The Common Shares were tendered for at a purchase
price of $1.15 per Common Share, net to the seller in cash, without interest,
upon the terms and subject to the conditions set forth in the Amendment.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Final Amendment, except as otherwise set forth
below.
ITEM 11. ADDITIONAL INFORMATION
The Company's all cash tender offer for all of its outstanding Common
Shares expired at 5:00 P.M., E.S.T. on December 17, 2001. Based upon the final
count of the depositary, 771,659 Common Shares, constituting approximately 20%
of the total outstanding Common Shares and approximately 72% of the outstanding
Common Shares held by persons other than the Unger Group, were validly tendered
and not withdrawn. All of the Common Shares tendered in the Tender Offer were
accepted by the Company for an aggregate consideration of $887,407.85. As a
result, the Unger Group owns approximately 90% of the outstanding Common Shares.
The Unger Group holds a sufficient number of Common Shares to effect the Merger,
which the Company expects will be completed on or about February 15, 2002. A
press release issued by the Company on December 18, 2001, announcing the
termination of the Tender Offer and the acceptance of validly tendered Common
Shares is attached hereto as Exhibit (A)(9) and is incorporated herein by
reference.
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ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented to add the
following exhibit: (A)(9) Text of press release issued by the Company announcing
the expiration of the Tender Offer, dated December 18, 2001
(A)(1) Offer to Purchase dated December 5, 2001.*
(A)(4) Form of Letter of Transmittal for Common Shares.*
(A)(5) Form of Notice of Guaranteed Delivery.*
(A)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(A)(7) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(A)(8) Form T 2062, "Request by a Non-Resident of Canada for a Certificate of
Compliance Related to the Disposition of Taxable Canadian Property," including
the Instructions thereto.*
(A)(9) Copy of Press Release dated December 18, 2001, reporting final results of
the Tender Offer.
* Previously filed.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
The Transaction constitutes a "going-private" transaction within the meaning of
Rule 13e-3. As such, the following sets forth that information required by
Schedule 13E-3 that has not already been set forth in Items 1-12 of the Schedule
TO above. The information set forth in the Offer to Purchase is incorporated
herein by reference to the items required by Schedule 13E-3.
ITEM 16 OF SCHEDULE 13E-3 EXHIBITS
(c) (A)(2) Form of Fairness Opinion*
(f) (A)(3) Rights of Dissenting Shareholders under the Ontario Business
Corporation Act*
* Previously filed.
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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 Schedule TO-I/13E-3/A is true, complete and
correct.
Intercorp Excelle Inc.
/s/ Arnold Unger
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Arnold Unger
Chief Executive Officer
Date: December 20, 2001
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