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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO/A AMENDMENT NO.1
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) or 13(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TLC VISION CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Common Shares
Granted Under TLC Vision Corporation's
Amended and Restated Stock Option Plan
(Title of Class of Securities)
872549100
(CUSIP Number of Underlying Class of Securities)
Robert W. May
Co-General Counsel and Secretary
TLC Vision Corporation
540 Maryville Centre Drive, Suite 200
St. Louis, Missouri, 63141
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
Copies to:
David Chaikof, Esq.
Torys LLP
Suite 3000, Maritime Life Tower Andrew Beck, Esq.
P.O. Box 270, TD Centre Torys LLP
79 Wellington Street West 237 Park Avenue
Toronto, Ontario M5K 1E2 New York, New York 10017-3142
(416) 865-0040 (212) 880-6000
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|_| third party tender offer subject to Rule 14d-l.
|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.
Item 1. Summary Term Sheet
The information set forth under "Summary Term Sheet" in the Offer to
Exchange, dated July 18, 2002 (the "Offer to Exchange"), attached hereto as
Exhibit (a)(1), is incorporated herein by reference.
Item 2. Subject Company Information
(a) The name of the issuer is TLC Vision Corporation, a corporation
organized under the laws of New Brunswick ("TLC Vision" or the
"Company"), the address of its international head office is 5280
Solar Drive, Suite 300, Mississauga, Ontario, L4W 5M8, and the
telephone number of its international head office is (905) 602-2020.
The information set forth in the Offer to Exchange under Section 9
("Information Concerning TLC Vision") is incorporated herein by
reference.
(b) This Tender Offer Statement on Schedule TO/A relates to an offer by
the Company to exchange Eligible Options (as defined in the Offer to
Exchange) for new options (the "New Options") to purchase common
shares of the Company, without nominal or par value (the "Common
Shares"), upon the terms and subject to the conditions described in
the Offer to Exchange and the related cover letter and acceptance
letter (the "Acceptance Letter") (which together shall constitute
the "Offer"), attached hereto as Exhibits (a)(2) and (a)(3).
The information set forth in the Offer to Exchange under "Summary
Term Sheet," "Questions and Answers," Section 1 ("Eligible Options
and Expiration Date"), Section 5 ("Acceptance of Eligible Options
for Exchange and Issuance of New Options") and Section 8 ("Source
and Amount of Consideration; Terms of New Options") is incorporated
herein by reference.
(c) The information set forth in the Offer to Exchange under Section 7
("Price Range of TLC Vision Common Shares") is incorporated herein
by reference.
Item 3. Identity and Background of Filing Person
The information set forth under Item 2(a) above is incorporated herein by
reference.
Item 4. Terms of the Transaction
(a) The information set forth in the Offer to Exchange under "Summary
Term Sheet," "Questions and Answers," Section 1 ("Eligible Options
and Expiration Date"), Section 3 ("Procedures for Tendering Eligible
Options"), Section 4 ("Withdrawal Rights"), Section 5 ("Acceptance
of Eligible Options for Exchange and Issuance of New Options"),
Section 6 ("Conditions of the Offer"), Section 8 ("Source and Amount
of Consideration; Terms of New Options"), Section 12 ("Status of
Eligible Options Acquired by Us in the Offer; Accounting
Consequences of the Offer"), Section 13 ("Legal Matters; Regulatory
Approvals"), Section 14 ("Material U.S. Federal Income Tax
Consequences"), Section 15 ("Material Canadian Federal Tax
Consequences") and Section 16 ("Extension of Offer; Termination;
Amendment") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 11
("Interests of Directors and Officers; Transactions and Arrangements
Concerning the Options and Our Common Shares") is incorporated
herein by reference.
(c) If TLC should waive a condition of the Offer to Exchange, it will do
so as to all option holders.
(d) TLC will provide tendering option holders with notice of acceptance
of their options promptly after expiration of the offer.
Item 5. Past Contacts, Transactions, Negotiations and Arrangements
The information set forth in the Offer to Exchange under Section 11
("Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options and Our Common Shares") is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals
(a) The information set forth in the Offer to Exchange under Section 2
("Purpose of the Offer") is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 5
("Acceptance of Eligible Options for Exchange and Issuance of New
Options") and Section 12 ("Status of Eligible Options Acquired by Us
in the Offer; Accounting Consequences of the Offer") is incorporated
herein by reference.
(c) Except as set forth in the Offer to Exchange under Section 9
("Information Concerning TLC Vision"), Section 18 ("Additional
Information") and Section 19 ("Forward Looking Statements"), the
Company does not have any plans, proposals or negotiations that
relate or would result in any of the events described in Item
1006(c) of Regulation M-A.
Item 7. Source and Amount of Funds or Other Consideration
(a) The information set forth in the Offer to Exchange under Section 8
("Source and Amount of Consideration; Terms of New Options") and
Section 17 ("Fees and Expenses") is incorporated herein by
reference.
(b) The information set forth in the Offer to Exchange under Section 6
("Conditions of the Offer") is incorporated herein by reference.
(d) Not applicable.
Item 8. Interest in Securities of the Subject Company
(a) Not applicable.
(b) The information set forth in the Offer to Exchange under Section 11
("Interests of Directors and Officers; Transactions and Arrangements
Concerning the Options and Our Common Shares") is incorporated
herein by reference.
Item 9. Person/Assets, Retained, Employed, Compensated or Used
Not applicable.
Item 10. Financial Statements
(a) The information set forth in the Offer to Exchange under Section 9
("Information Concerning TLC Vision") and Section 18 ("Additional
Information"), the information set forth on pages 60 to 95 of the
Company's Annual Report on Form 10-K for its fiscal year ended May
31, 2001 and the information set forth in the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ended February 28, 2002
is incorporated herein by reference.
(b) Not applicable.
Item 11. Additional Information
(a) The information set forth in the Offer to Exchange under Section 11
("Interests of Directors and Officers; Transactions and Arrangements
Concerning the Options and Our Common Shares") and Section 13
("Legal Matters; Regulatory Approvals") is incorporated herein by
reference.
(b) Not applicable.
Item 12. Exhibits
(a) (1) Offer to Exchange, dated July 18, 2002.
(2) Form of Acceptance Letter for U.S. Optionholders.
(3) Form of Acceptance Letter for Canadian Optionholders.
(4) Form of Withdrawal Letter for U.S. Optionholders.
(5) Form of Withdrawal Letter for Canadian Optionholders.
(6) Form of Cover Letter to U.S. Optionholders Accompanying Offer to
Exchange.
(7) Form of Cover Letter to Canadian Optionholders Accompanying
Offer to Exchange.
(8) Stock Option Q&A and Glossary of Terms.
(9) Form of Summary of Outstanding Options.
(b) Not applicable.
(d) (1) TLC Vision Corporation's Amended and Restated Stock Option Plan.
(2) Form of Option Instruments of Grant.
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO/A is true, complete and
correct.
TLC Vision Corporation
By: /s/ Robert W. May
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Robert W. May
Co-General Counsel and Secretary
INDEX OF EXHIBITS
Exhibit
Number Description of Exhibit
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(a) (1) Offer to Exchange, dated July 18, 2002.*
(2) Form of Acceptance Letter for U.S. Optionholders.*
(3) Form of Acceptance Letter for Canadian Optionholders.*
(4) Form of Withdrawal Letter for U.S. Optionholders.*
(5) Form of Withdrawal Letter for Canadian Optionholders.*
(6) Form of Cover Letter to U.S. Optionholders Accompanying Offer to
Exchange.*
(7) Form of Cover Letter to Canadian Optionholders Accompanying Offer to
Exchange.*
(8) Stock Option QA and Glossary of Terms.*
(9) Form of Summary of Outstanding Options.*
(b) Not applicable.
(d) (1) TLC Vision Corporation's Amended and Restated Stock Option Plan.*
(2) Form of Option Instruments of Grant.*
(g) Not applicable.
(h) Not applicable.
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* Previously filed.