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. 5)
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.
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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. 5 (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, August 13, 2003, August 26, 2003 and September 4,
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 (euro)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 of Schedule TO.
Item 11 of Schedule TO is hereby amended and supplemented to add the
following:
The Offer expired at 12:00 midnight, New York City time, on Friday,
September 5, 2003. RCS has accepted for purchase all Fila ADSs validly tendered
in the Offer at the Offer Price. Based on the information provided by The Bank
of New York, the tender agent for the Offer, RCS is expected to acquire
6,421,942 Fila ADSs representing 6,421,942 Fila Shares (including 104,183 Fila
ADSs representing 104,183 Fila Shares tendered which are subject to guaranteed
delivery), as a result of which RCS would become the owner of approximately
97.74% of the outstanding Fila Shares.
On September 8, 2003, RCS issued a press release announcing that RCS
accepted all Fila ADSs validly tendered in the Offer and that RCS commenced a
subsequent offering period for all remaining untendered Fila ADSs expiring at
12:00 midnight, New York City time, on Friday, September 19, 2003, unless
extended. RCS will immediately accept all Fila ADSs properly tendered during the
subsequent offering period and will pay the tendering holders of Fila ADSs
promptly after acceptance. The same price of U.S.$1.12 net per Fila ADS in cash
(without interest) offered in the initial offering period will be paid during
the subsequent offering period. Pursuant to Rule 14d-7(a)(2) under the Exchange
Act, Fila ADSs tendered during the subsequent offering period may not be
withdrawn. RCS reserves the right to extend the subsequent offering period in
accordance with applicable law. The full text of the press release issued by RCS
is attached hereto as Exhibit (a)(17) and is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of Schedule TO is hereby amended and supplemented to add the
following exhibit:
(a)(17) Text of Press Release issued by RCS MediaGroup S.p.A., dated
September 8, 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.
September 9, 2003
RCS MEDIAGROUP S.p.A.
/s/ Giorgio Cogliati
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Name: Giorgio Cogliati
Title: Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Number Description
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(a)(17) Text of Press Release issued by RCS MediaGroup S.p.A.,
dated September 8, 2003.
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