SC TO-C 1 sc_to-c.txt SCHEDULE TO TENDER OFFER STATEMENT ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MICROCELL TELECOMMUNICATIONS INC. (Name of Subject Company (Issuer)) ROGERS WIRELESS COMMUNICATIONS INC. (Name of Filing Person -- Offeror) CALSS A RESTRICTED VOTING SHARES CLASS B NON-VOTING SHARES WARRANTS 2005 WARRANTS 2008 (Title of Classes of Securities) 59501T882 59501T874 59501T163 59501T171 (CUSIP Numbers of Classes of Securities) DAVID P. MILLER, ESQ. ROGERS WIRELESS COMMUNICATIONS INC. ONE MOUNT PLEASANT ROAD 16TH FLOOR TORONTO, ONTARIO M4Y 2Y5 CANADA (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) COPY TO: JOHN T. GAFFNEY, ESQ. CRAVATH, SWAINE & MOORE LLP WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NEW YORK 10019-7475 ============================================================================== Calculation of Filing Fee ============================================================================== Transaction Valuation: Amount of Filing Fee: Not Applicable* Not Applicable* ============================================================================== * A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. [_] 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. Amount Previously Paid: Not Applicable Form or Registration No.: Not Applicable Filing Party: Not Applicable Date Filed: Not Applicable [X] 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 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: [_] SCHEDULE TO This Tender Offer Statement on Schedule TO is being filed by Rogers Wireless Communications Inc., a Canadian corporation ("RWCI"), pursuant to General Instruction D to Schedule TO. This Schedule TO relates to pre-commencement communications by RWCI. Item 12. Exhibits. (a)(5)(A) Press release issued by Rogers Wireless Communications Inc., Rogers Communications Inc. and Microcell Telecommunications Inc., dated September 20, 2004. (a)(5)(B) Press release issued by Rogers Wireless Communications Inc. and Rogers Communications Inc., dated September 20, 2004. (a)(5)(C) Press release issued by Rogers Wireless Communications Inc., Rogers Communications Inc. and Microcell Telecommunications Inc., dated September 20, 2004. (Correction) EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(5)(A) Press release issued by Rogers Wireless Communications Inc., Rogers Communications Inc. and Microcell Telecommunications Inc., dated September 20, 2004. (a)(5)(B) Press release issued by Rogers Wireless Communications Inc. and Rogers Communications Inc., dated September 20, 2004. (a)(5)(C) Press release issued by Rogers Wireless Communications Inc., Rogers Communications Inc. and Microcell Telecommunications Inc., dated September 20, 2004. (Correction)