-----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, QqjhQepiYSnqN6WbzKSmzbM67AGtwPaDg0AEXwN7c1F4UHbK5iji1J0bcXEmbl92 /JaHAoAYBAk3MhsGouhpHw== 0000898430-01-000670.txt : 20010223 0000898430-01-000670.hdr.sgml : 20010223 ACCESSION NUMBER: 0000898430-01-000670 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 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: 1545756 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 SCHEDULE TO AMENDMENT #2 As filed with the Securities and Exchange Commission on February 14, 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. 2) _________________ 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 in connection with the initial filing of this statement on Schedule TO. The remaining balance of $3,516 is being paid concurrently with the filing of this amendment on Schedule TO/A. [_] 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: [_] 2 This Amendment No. 2 (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 (collectively, the "Schedule TO") by DIRECTV Broadband Inc. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of Hughes Electronics Corporation, 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. Item 11. Additional Information. This Amendment has been filed to amend the determination of the transaction value and the calculation of the associated filing fee as set forth on the cover of the Schedule TO. 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: February 14, 2001 ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----