SC TO-T/A 1 y57915a1scto-ta.txt AMENDMENT TO SCHEDULE TO 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) --------------------- NEWPOWER HOLDINGS, INC. (NAME OF SUBJECT COMPANY (ISSUER)) WINDSOR ACQUISITION CORPORATION AN INDIRECT WHOLLY OWNED SUBSIDIARY OF CENTRICA PLC (NAME OF FILING PERSONS (OFFERORS)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) CUSIP 652463101 (CUSIP NUMBER OF CLASS OF SECURITIES) GRANT DAWSON GENERAL COUNSEL CENTRICA PLC MILLSTREAM, MAIDENHEAD ROAD WINDSOR, BERKSHIRE SL4 5GD UNITED KINGDOM 44-1753-494-000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) WITH A COPY TO: JOSEPH B. FRUMKIN SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NY 10004-2498 (212) 558-4000 --------------------- CALCULATION OF FILING FEE
Transaction Valuation(1): Amount of Filing Fee(2): $133,744,556.40 $12,304.50
(1)For purposes of calculating fee only. This amount is based upon (a) the maximum number of Shares to be purchased pursuant to the Offer and (b) the price offered per Share. (2)The amount of the filing fee, calculated in accordance with Regulation 240.0-11 under the Securities Exchange Act of 1934, as amended, equals 92/1,000,000 of the Transaction Valuation. [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. Amount Previously Paid: $12,304.50 Form or Registration No.: Schedule TO Filing Party: Windsor Acquisition Corporation Centrica plc Date filed: March 1, 2002 [ ]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 subject to Rule 13e-3. [X] 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: [ ] CUSIP NO. 652463101 -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centrica plc -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION England -------------------------------------------------------------------------------- 7. SOLE VOTING POWER -- 0 -- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 89,752,775 OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING -- 0 -- PERSON ----------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER 89,752,775 -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 89,752,775 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 70.5% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC, CO -------------------------------------------------------------------------------- This Amendment No. 1 amends the Schedule 13D initially filed with the Securities and Exchange Commission on March 1, 2002 (as amended hereby, the "Schedule 13D") by Centrica plc, a public limited company organized under the laws of England and Wales ("Centrica"), and amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission on March 1, 2002 (as amended hereby, the "Schedule TO") by Centrica and Windsor Acquisition Corporation, a Delaware corporation ("Windsor") and an indirect wholly owned subsidiary of Centrica. This Schedule TO relates to the offer by Windsor to purchase all outstanding shares of Common Stock, par value $0.01 per share, of NewPower Holdings, Inc., a Delaware corporation (the "Company"), at a purchase price of $1.05 per Share, subject to possible adjustment in accordance with the Merger Agreement, a copy of which has previously been filed as Exhibit (d)(1) to the Schedule TO, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 1, 2002 (the "Offer to Purchase"), a copy of which has previously been filed as Exhibit (a)(1)(i) to the Schedule TO, and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, constitute the "Offer"), a copy of which has previously been filed as Exhibit (a)(1)(ii) to the Schedule TO. Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to them in the Offer to Purchase. ITEMS 1 through 11. Items 1 through 11 are amended and supplemented as follows: The approximate percentage figure which is set forth as "68.19%" in the second to last sentence of the second to last paragraph of the "INTRODUCTION" to the Offer to Purchase, is hereby amended and restated to read "70.5%". (The figure was inadvertently listed as "68.19%" in the Schedule TO and the Schedule 13D filed on March 1, 2002.) ITEM 12. EXHIBITS. ITEM 12 is hereby amended and supplemented by replacing in its entirety Exhibit A to Schedule 1.1 of Exhibit (d)(1) to the Schedule TO, by the following (which was inadvertently omitted from the Schedule TO filed on March 1, 2002): (d)(5) Exhibit A to Schedule 1.1 to the Agreement and Plan of Merger, dated as of February 22, 2002, among Centrica plc, Windsor Acquisition Corporation and NewPower Holdings, Inc. 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. WINDSOR ACQUISITION CORPORATION By: /s/ George Earle ------------------------------------- Name: George Earle Title:President CENTRICA PLC By: /s/ Grant Dawson --------------------------------------- Name: Grant Dawson Title:General Counsel and Company Secretary Date: March 5, 2002________ EXHIBIT INDEX Exhibit No. - Description. (d)(5) Exhibit A to Schedule 1.1 to the Agreement and Plan of Merger, dated as of February 22, 2002, among Centrica plc, Windsor Acquisition Corporation and NewPower Holdings, Inc.