================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
SCHEDULE TO/A 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
----------
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. Andrew Beck, Esq.
Torys LLP Torys LLP
Suite 3000, Maritime Life Tower 237 Park Avenue
P.O. Box 270, TD Centre New York, New York 10017-3142
79 Wellington Street West (212) 880-6000
Toronto, Ontario M5K 1E2
(416) 865-0040
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.
This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule TO (the "Tender Offer Statement") filed by TLC Vision
Corporation, a New Brunswick corporation ("TLC Vision"), relating to the offer
by TLC Vision to exchange outstanding options to acquire TLC Vision common
shares with an option price greater than $8.688 for new options to acquire TLC
Vision common shares at an option price of $8.688 per share upon the terms and
subject to the conditions set forth in the Offer to Exchange dated July 18,
2002, and in the related Acceptance Letters, copies of which are attached as
Exhibits (a)(1), (a)(2) and (a)(3), respectively, to the Tender Offer Statement.
Item 12. Exhibits
Item 12 of the Tender Offer Statement is hereby amended to add a
reference to Exhibit (a)(10), which is attached hereto, as follows:
(a) (10) Form of Reminder E-Mail - August 28, 2002
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
----------------------------------
Robert W. May
Co-General Counsel and Secretary
INDEX OF EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
(a)(10) Form of Reminder E-Mail - August 28, 2002