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. 2)
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*
$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. 2 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO ("Schedule TO") initially filed on July
28, 2003 by RCS MediaGroup, S.p.A., an Italian stock corporation ("RCS"), and
amended on July 29, 2003. The Schedule TO relates to the offer by RCS to
purchase all outstanding American Depositary Shares ("Fila ADSs"), each
representing one ordinary share, par value 1.00 per share, of Fila Holding
S.p.A., for $1.12 net per Fila ADS in cash, without interest, upon the terms and
conditions set forth in the Offer to Purchase, and in the related Letter of
Transmittal (which, as they may be amended and supplemented from time to time,
together constitute the "Offer"). 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
deleting the first sentence of the paragraph in the Offer to Purchase entitled
"THE TENDER OFFER - 12. CERTAIN LEGAL MATTERS;REGULATORY APPROVALS" and
substituting in lieu thereof the information contained in the Offer to Purchase
Supplement, dated August 13, 2003 and filed herewith as Exhibit (a)(13).
Item 12. Exhibits.
Item 12 of Schedule TO is hereby amended and supplemented to add the
following exhibits:
(a)(13) Offer to Purchase Supplement, dated August 13, 2003.
(i)(1) Class Action Complaint: Lisa A. Weber against Enzio Bermani,
Pierluigi Bonavita, Marco Isaia, Mario Magenes, Maria Martellini, Nicolo Nefri,
Stefano Podesta, Romiti Maurizio, Guido C. Schiavi, Fila Holding S.p.A. and RCS
Media Group S.p.A., Index Number 03/602409, filed on July 31, 2003 in the
Supreme Court of the State of New York in New York County.
(i)(2) Amended Class Action Complaint: Lisa A. Weber against Enzio
Bermani, Pierluigi Bonavita, Marco Isaia, Mario Magenes, Maria Martellini,
Nicolo Nefri, Stefano Podesta, Romiti Maurizio, Guido C. Schiavi, Fila Holding
S.p.A., RCS Media Group S.p.A. and The Bank of New York, Index Number 03/602409,
filed on August 7, 2003 in the Supreme Court of the State of New York in New
York County.
(i)(3) Powers of Attorney, dated as of July 29, 2003, in favor of
each of Maurizia Squinzi, Alberto Ronzoni and Giorgio Cogliati.
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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.
August 13, 2003
RCS MEDIAGROUP S.p.A.
/s/ Giorgio Cogliati
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Name: Giorgio Cogliati
Title: Attorney-in-fact
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