SC 14D9/A 1 0001.txt AMENDMENT NO. 1 TO SC 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 14D-9 (RULE 14D-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 Telocity Delaware, Inc. ----------------------- (Name of Subject Company) Telocity Delaware, Inc. ----------------------- (Name of Person Filing Statement) Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class of Securities) 87971D (CUSIP Number of Class of Securities) Scott Martin ------------ Executive Vice President, Chief Administrative Officer and Secretary Teloccity Delaware, Inc. 10355 North DeAnza Blvd. Cupertino, California 95014 (408) 863-6600 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the persons filing statement) With Copies to Diane Holt Frankle, Esq. Gray Cary Ware & Friedenrich LLP 400 Hamilton Avenue Palo Alto, California 94301-1825 (650) 833-2000 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 14D-9 initially filed with the Securities and Exchange Commission (the "SEC") on February 1, 2001 (the "Schedule 14D-9"), by Telocity Delaware, Inc., a Delaware corporation ("Telocity"), relating to the tender offer by DIRECTV Broadband Inc., a Delaware corporation ("DIRECTV") and wholly owned subsidiary of Hughes Electronics Corporation, a Delaware corporation ("Hughes"), to purchase all of the issued and outstanding shares of Telocity common stock, par value $.001 per share (the "Shares"), at a purchase price of $2.15 per Share, net to the seller in cash, less any withholding taxes, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 1, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-9. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to such terms in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION The information set forth under the caption "Item 8. Additional Information" in the Schedule 14D-9 is amended and supplemented as follows: The information set forth in the press release issued jointly by Hughes Electronics Corporation and Telocity Delaware, Inc. on February 8, 2001, filed as an Exhibit to this Amendment (see Item 9), is incorporated herein by reference. ITEM 9. EXHIBITS Item 9 is hereby amended and supplemented by the addition of the following exhibit: (a)(13) Press Release issued jointly by Hughes Electronics Corporation and Telocity Delaware, Inc. on February 8, 2001. 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. Telocity Delaware, Inc. By: /s/ Scott Martin ___________________________ Scott Martin Executive Vice President, Chief Administrative Officer and Corporate Secretary Dated: February 9, 2001 EXHIBIT INDEX Exhibit No. Exhibit Name (a)(13) Press Release issued jointly by Hughes Electronics Corporation and Telocity Delaware, Inc. on February 8, 2001.