-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lged6DuJspghI8MwjTgWad/7f1ms6PdEVu/z9PlsZZbVj2My4N3uAdaLvAZIP/F1 kO/htzg2FORKLvQeAopJWQ== 0000898430-01-001230.txt : 20010410 0000898430-01-001230.hdr.sgml : 20010410 ACCESSION NUMBER: 0000898430-01-001230 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010403 GROUP MEMBERS: DIRECTV BROADBAND INC GROUP MEMBERS: HUGHES ELECTRONICS CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELOCITY DELAWARE INC CENTRAL INDEX KEY: 0001102448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 770467929 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-60021 FILM NUMBER: 1594740 BUSINESS ADDRESS: STREET 1: 10355 N. DE ANZA BLVD. CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4088636600 FORMER COMPANY: FORMER CONFORMED NAME: TELOCITY INC DATE OF NAME CHANGE: 20000104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES ELECTRONICS CORP CENTRAL INDEX KEY: 0000944868 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 521106564 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 200 N SEPULVEDA BLVD CITY: EL SAGUNDO STATE: CA ZIP: 90245-0956 BUSINESS PHONE: 3106629688 MAIL ADDRESS: STREET 1: 200 N SEPULVEDA BOULEVARD CITY: EL SAGUNDO STATE: CA ZIP: 90245-0956 SC TO-T/A 1 0001.txt FINAL AMENDMENT As filed with the Securities and Exchange Commission on April 3, 2001 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE TO/A (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14 (d) (1) OR SECTION 13 (e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) _________________ TELOCITY DELAWARE, INC. (Name Of Subject Company (Issuer)) DIRECTV BROADBAND, INC. a wholly owned subsidiary of HUGHES ELECTRONICS CORPORATION and HUGHES ELECTRONICS CORPORATION (Names Of Filing Persons (Offerors)) _________________ COMMON STOCK, PAR VALUE $.001 PER SHARE (Title Of Class Of Securities) 87971D 10 3 (Cusip Number Of Class Of Securities) _________________ JOHN J. HIGGINS ACTING GENERAL COUNSEL HUGHES ELECTRONICS CORPORATION 200 N. SEPULVEDA BOULEVARD EL SEGUNDO, CALIFORNIA 90245 (310) 662-9688 (Name, Address And Telephone Number Of Person Authorized To Receive Notice And Communications On Behalf Of Filing Persons) _________________ COPIES TO: GARY OLSON, ESQ. LATHAM & WATKINS 633 WEST FIFTH STREET, SUITE 4000 LOS ANGELES, CALIFORNIA 90071 (213) 485-1234 CALCULATION OF FILING FEE - ------------------------------------------------------------------------------------------------------------------ Transaction Valuation* Amount of Filing Fee** --------------------- -------------------- $194,412,841 $38,883 - ------------------------------------------------------------------------------------------------------------------
* Estimated for purposes of calculating the filing fee only. The filing fee calculation assumes the purchase of 81,356,495 outstanding shares of common stock of Telocity Delaware, Inc. at a purchase price of $2.15 per share. The transaction value also assumes (a) the purchase of 6,302,084 shares (which is the number of outstanding options to purchase shares of common stock of Telocity Delaware, Inc.) at a purchase price of $2.15 per share; (b) the purchase of 80,000 shares (which is the number of shares to be purchasable under the employee stock purchase plan of Telocity Delaware, Inc.) at a purchase price of $2.15 per share; and (c) the purchase of 2,685,998 shares (which is the number of outstanding warrants to purchase shares of common stock of Telocity Delaware, Inc.) at a purchase price of $2.15 per share. The amount of the filing fee calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction value. ** $35,367 of this amount was paid on February 1, 2001 with the initial filing of this statement on Schedule TO and $3,516 of this amount was paid on February 14, 2001 with the filing of Amendment No. 2 to the Schedule TO. [ ] 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 filings. - ----------------------------------------------------------------------------------------- Amount Previously Paid: _____________________ Filing Party: _________________________ Form or Registration No.: ____________________ Date Filed: ___________________________ - -----------------------------------------------------------------------------------------
[ ] 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. [ ] going-private transaction to Rule 13a-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: [x] 2 This Amendment No. 3 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "Commission") on February 1, 2001, as amended by Amendment No. 1 filed on February 9, 2001 and by Amendment No. 2 filed on February 14, 2001 (collectively, the "Schedule TO") by DIRECTV Broadband, Inc. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Hughes Electronics Corporation ("Hughes"), a Delaware corporation, relating to the Purchaser's offer to purchase all of the outstanding shares of common stock of Telocity Delaware, Inc. (the "Company"), par value $.001 per share (the "Shares"), at $2.15 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, copies of which have been filed as Exhibits (a)(1) and (a)(2) to the Schedule TO (which are herein collectively referred to as the "Offer"). The information set forth in the Offer to Purchase is incorporated herein by reference. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO. Items 1, 4, 8 and 11 are hereby amended and supplemented to add the following information: The Offer expired at 5:00 p.m., New York City time on Monday April 2, 2001. Based on information provided by the Depositary, approximately 77.8 million Shares were validly tendered as of the expiration date, representing approximately 94% of the Company's issued and outstanding shares of common stock, and an additional 1,369,239 Shares were tendered pursuant to notices of guaranteed delivery. Pursuant to the terms of the Offer, the Purchaser has accepted for payment, and will promptly pay for, all Shares validly tendered in the Offer. On April 3, 2001, Hughes issued a press release announcing the results of the Offer. The full text of Hughes' press release is attached hereto as Exhibit (a)(12) and incorporated herein by reference. The remaining outstanding Shares were acquired pursuant to a merger of the Purchaser with and into the Company on April 3, 2001. No further action was required by the remaining stockholders of the Company to effect the merger. As a result of the merger, the remaining outstanding Shares (except for Shares held by the Company, Hughes or any of its subsidiaries, or by stockholders exercising dissenter's rights under Delaware law, if available) were converted into the right to receive $2.15 in cash, without interest, and the Company thereby became a wholly owned subsidiary of Hughes. Item 12. Exhibits. Item 12 is hereby amended to add the following: (a)(12) Press Release issued by Hughes Electronics Corporation on April 3, 2001 3 SIGNATURE After due 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. DIRECTV Broadband, Inc. By: /s/ Roxanne S. Austin ---------------------------- Name: Roxanne S. Austin Title: Senior Vice President and Chief Financial Officer Hughes Electronics Corporation By: /s/ Roxanne S. Austin ---------------------------- Name: Roxanne S. Austin Title: Senior Vice President and Chief Financial Officer Dated: April 3, 2001 EX-99.(A)(12) 2 0002.txt PRESS RELEASE ISSUED BY HUGHES ELECTRONICS EXHIBIT (a)(12) [HUGHES LOGO] Media contact: Richard Dore 310-662-9670 HUGHES SUCCESSFULLY COMPLETES ACQUISITION OF TELOCITY; OFFERS FIRST NATIONWIDE PORTFOLIO OF DIGITAL ENTERTAINMENT, AND INTERNET ACCESS VIA DSL AND SATELLITE EL SEGUNDO, Calif., April 3, 2001 - Hughes Electronics Corporation announced today the completion of its $2.15 per share cash tender offer by a wholly owned subsidiary for all outstanding shares of common stock of Telocity Delaware, Inc. (Nasdaq: TLCT). The tender offer expired at 5:00 p.m. EDT on Monday April 2, 2001. With its acquisition of Telocity, HUGHES becomes the only company with the ability to offer on a national basis a portfolio of consumer entertainment and information services that includes digital multichannel television, and high- speed wired and satellite broadband Internet access. "The Telocity land-based DSL service today joins the HUGHES award-winning DirecPC satellite-based service and the new generation Satellite Return DirecPC to offer the most complete set of Internet broadband choices for consumers throughout the contiguous United States," said Michael T. Smith, chairman and chief executive officer of HUGHES. "HUGHES also will integrate the broadband delivery capabilities of the Telocity service with DIRECTV, the nation's leading provider of digital multichannel entertainment with more than 9.5 million customers, to create a 'whole house' entertainment and information solution that can deliver digital video and high-speed data throughout the home," he said, adding that HUGHES already offers a combined DIRECTV/DirecPC service. As of the expiration of the tender offer, based on information provided by the depositary for the tender offer, approximately 77.8 million shares, representing approximately 94 percent of Telocity's issued and outstanding shares of common stock, were validly tendered. Pursuant to the terms of the offer, payment for the shares of Telocity common stock will be made promptly through EquiServe Trust Company, N.A., the depositary for the offer. HUGHES also announced today the completion of the merger of the acquiring wholly owned subsidiary with Telocity. As a result of the merger, Telocity became a wholly owned subsidiary of HUGHES. Stockholders of Telocity that did not tender their shares in the offer will receive the same $2.15 per share that they would have received in the offer, unless they perfect dissenters' rights. Telocity's common stock will cease to be listed on Nasdaq as of the close of business on Tuesday, April 3, 2001. The Telocity service has an expandable DSL network that currently extends across 150 U.S. metropolitan areas, which account for more than 40 percent of the country's population. DirecPC, a product of Hughes Network Systems of Germantown, Md., is the nation's leading satellite-based Internet and broadband offering. DIRECTV and Hughes Network Systems are operating businesses of HUGHES, the world leader in digital television entertainment, satellite services and satellite-based private business networks. HUGHES is a unit of General Motors Corporation. The earnings of HUGHES are used to calculate the earnings per share attributable to the General Motors Class H common stock (NYSE:GMH). For additional information on the companies, please visit their websites at www.hughes.com for Hughes Electronics; www.directv.com for DIRECTV; www.telocity.net for the Telocity service; and www.hns.com for Hughes Network Systems. ### -----END PRIVACY-ENHANCED MESSAGE-----