UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
Fila Holding S.p.A.
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(Name of Subject Company (Issuer))
RCS MediaGroup S.p.A., as Offeror
(formerly known as "Holding di Partecipazioni Industriali S.p.A.")
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(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Ordinary Shares(1)
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(Title of Class of Securities)
316850 30 4
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(CUSIP Number of Class of Securities)
Giorgio Cogliati
RCS MediaGroup S.p.A.
Via Angelo Rizzoli 2
20132 Milan, Italy
(011) 3902-258-41
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(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee*
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$9,630,579 $779.12
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* In accordance with Rule 0-11 of the Securities Exchange Act of 1934, as
amended by Fee Advisory #11, issued by the Commission and effective as of
February 25, 2003, the filing fee is $80.90 per $1,000,000 of the aggregate
offering amount (or .0000809 of the aggregate transaction valuation). The amount
of the filing fee assumes the purchase of 8,598,731 American Depositary Shares
("ADSs") representing Ordinary Shares of Fila Holding S.p.A. ("Fila") for a
purchase price per ADS of $1.12 in cash.
|X| Check the 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.
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1 In the form of American Depositary Shares representing Ordinary Shares of
the Issuer.
Amount Previously Paid: 779.12 Filing Party: RCS MediaGroup S.p.A.
Form or Registration No.: SC TO-T Date Filed: July 28, 2003
|_| 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:
|X| third-party tender offer subject to Rule 14d-1.
|_| 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: |_|
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This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO (this "Schedule TO") filed on July 28,
2003 by RCS MediaGroup, S.p.A., an Italian stock corporation ("RCS"). All
capitalized terms used in this Amendment and not otherwise defined herein have
the meanings ascribed to such terms in the Offer to Purchase (previously filed
as Exhibit (a)(1) to the Schedule TO).
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by
adding the following paragraph:
"RCS issued a press release on July 28, 2003 in Italy which relates
to the tender offer. The full text of the press release is filed as Exhibit
(a)(12) to this Amendment and is incorporated by reference in its entirety."
Item 12. Exhibits.
(a)(12) Press Release issued by RCS in Italy on July 28, 2003.
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SIGNATURE
After reasonable 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.
July 29, 2003
RCS MEDIAGROUP S.p.A.
/s/ Maurizio Romiti
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Name: Maurizio Romiti
Title: CEO and General Manager
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