-----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, GZ8uLsCBVPBklJokAMs1bO7Y4LxVWWc8wu4N74us+EkFf/2VSvfLq+PrUYl/fggb 4px3rWsVRc4xbNJltFn4Ug== 0000891618-02-003332.txt : 20020722 0000891618-02-003332.hdr.sgml : 20020722 20020722163359 ACCESSION NUMBER: 0000891618-02-003332 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOLECTRON CORP CENTRAL INDEX KEY: 0000835541 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 942447045 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41005 FILM NUMBER: 02707885 BUSINESS ADDRESS: STREET 1: 777 GIBRALTAR DR CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089578500 MAIL ADDRESS: STREET 1: 777 GIBRALTAR DR CITY: MILPITAS STATE: CA ZIP: 95035 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOLECTRON CORP CENTRAL INDEX KEY: 0000835541 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 942447045 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 777 GIBRALTAR DR CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089578500 MAIL ADDRESS: STREET 1: 777 GIBRALTAR DR CITY: MILPITAS STATE: CA ZIP: 95035 SC TO-I/A 1 f81985a3sctoviza.htm AMENDMENT NO. 3 TO SCHEDULE TO-I Solectron Corporation, Amendment No. 3 to SC TO-I
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to
Schedule TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

Solectron Corporation

(Name of Subject Company (Issuer) and Filing Person (as Offeror))

2 3/4% Liquid Yield Option Notes Due 2020 (Zero Coupon — Senior)
(Title of Class of Securities)

834182-AK-3
(CUSIP Number of Class of Securities)

Kiran Patel
Executive Vice President and Chief Financial Officer
Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035
(408) 957-8500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:
Steven E. Bochner, Esq.
John A. Fore, Esq.
Daniel J. Weiser, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

CALCULATION OF FILING FEE
         
Transaction Valuation*   Amount of Filing Fee
$900,000,000
   $ 82,800  
*   Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, assuming that $1.5 billion aggregate principal amount at maturity of outstanding 2 3/4% Liquid Yield Option Notes due 2020 (Zero Coupon-Senior) are purchased at a price of $600 per $1,000 principal amount at maturity. The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 8 issued by the Securities and Exchange Commission on January 16, 2002, equals $92 for each $1,000,000.

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:   $82,800   Filing Party:   Solectron Corporation
  Form or Registration No.:   File No. 5-41005   Date Filed:   June 21, 2002

o    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:
            o third-party tender offer subject to Rule 14d-1.
            x issuer tender offer subject to Rule 13e-4.
             o going-private transaction subject to Rule 13e-3.
             o 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:  o

 

Item 4. Terms of the Transaction
Item 12. Exhibits.
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT (a)(5)(D)

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INTRODUCTORY STATEMENT

     Solectron Corporation, a Delaware Corporation (the “Company”) hereby amends the Tender Offer Statement on Schedule TO (the “Schedule TO’’), originally filed on June 21, 2002 and amended on July 9, 2002 and July 10, 2002, with respect to the offer by the Company to purchase up to $1.5 billion aggregate principal amount at maturity of its outstanding 2 3/4% Liquid Yield Option™ Notes due 2020 (Zero Coupon-Senior) issued in May 2000 (the “2 3/4% LYONs’’) at a purchase price not greater than $600 nor less than $580 per $1,000 principal amount at maturity of 2 3/4% LYONs. The Company’s offer for the 2 3/4% LYONs is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 21, 2002 and amended on July 9, 2002 and July 10, 2002 (the “Offer to Purchase’’), and in the related Letter of Transmittal (which, with respect to the 2 3/4% LYONs, as amended or supplemented from time to time, together constitute the “Offer’’), copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer expired at 12:00 midnight, New York City time, on Friday, July 19, 2002. The Schedule TO, as amended, is intended to satisfy the reporting requirements of Rule 13e-4(c) under the Securities Exchange Act of 1934, as amended.

     All the information set forth in the Offer to Purchase is incorporated by reference in response to Items 1 through 11 in this Schedule TO except for those items as to which information is specifically provided herein. Capitalized terms used and not defined herein have the meanings given to them in the Offer to Purchase and the Schedule TO.

     Liquid Yield Option is a trademark of Merrill Lynch & Co., Inc.

Item 4. Terms of the Transaction

     Item 4 of the Schedule TO is hereby amended and supplemented by adding the following language:

          The Offer expired at 12:00 midnight, New York City time, on Friday, July 19, 2002. Based on preliminary information, approximately $1.9 billion aggregate principal amount at maturity of the 2 3/4% LYONs were validly tendered and not withdrawn in the Offer. In addition, based on preliminary information, the Company expects to purchase $1.5 billion aggregate principal amount at maturity of the validly tendered and not withdrawn 2 3/4% LYONs at a purchase price of $600 per $1,000 principal amount at maturity of 2 3/4% LYONs. Because more than $1.5 billion aggregate principal amount at maturity of the 2 3/4% LYONs were validly tendered and not withdrawn, the Company expects to apply a proration factor of approximately 77.6% to all 2 3/4% LYONs accepted for payment in the Offer. On July 22, 2002, the Company issued a press release announcing the preliminary results of the Offer. A copy of this press release is filed as Exhibit (a)(5)(D) to the Schedule TO and is incorporated herein by reference. On July 25, 2002, the Company expects to announce final results of the Offer and expects to purchase the 2 3/4% LYONs accepted for payment.

Item 12. Exhibits.

     
(a)(1)(A)*   Offer to Purchase dated June 21, 2002.
(a)(1)(B)*   Letter of Transmittal.
(a)(1)(C)*   Notice of Guaranteed Delivery.
(a)(1)(D)*   Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*   Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)*   Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9.

 

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(a)(5)(A)*   Press Release regarding issuer tender offer issued by Solectron Corporation, dated June 20, 2002.
(a)(5)(B)*   Press Release regarding fiscal third quarter results and outlook for fiscal fourth quarter, issued June 20, 2002.
(a)(5)(C)*   Summary Advertisement, dated June 21, 2002.
(a)(5)(D)   Press Release regarding preliminary results of the tender offer, dated July 22, 2002.
(b)   None.
(d)   None.
(g)   None.
(h)   None.

*   Previously filed.

 

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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.
       
  Solectron Corporation
 
 
  By:  /s/ KIRAN PATEL
 
  Name:   Kiran Patel
  Title: Executive Vice President and
Chief Financial Officer

Dated: July 22, 2002

 

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INDEX TO EXHIBITS
     
Exhibit    
Number   Description
 
(a)(1)(A)*   Offer to Purchase dated June 21, 2002.
(a)(1)(B)*   Letter of Transmittal.
(a)(1)(C)*   Notice of Guaranteed Delivery.
(a)(1)(D)*   Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*   Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)*   Guidelines for Certification of Taxpayer Identification Number on Substitute IRS Form W-9.
(a)(5)(A)*   Press Release regarding issuer tender offer issued by Solectron Corporation, dated June 20, 2002.
(a)(5)(B)*   Press Release regarding fiscal third quarter results and outlook for fiscal fourth quarter, issued June 20, 2002
(a)(5)(C)*   Summary Advertisement, dated June 21, 2002.
(a)(5)(D)   Press Release regarding preliminary results of the tender offer, dated July 22, 2002.
(b)   None.
(d)   None.
(g)   None.
(h)   None.

*   Previously filed.

  EX-99.(A)(5)(D) 3 f81985a3exv99wxayx5yxdy.txt EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) SOLECTRON ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER FOR 2.75 PERCENT LYONS For Immediate Release: July 22, 2002 MILPITAS, Calif. -- Solectron Corporation (NYSE: SLR), a leading provider of electronics manufacturing and supply-chain management services, today announced preliminary results of its previously announced Modified Dutch Auction tender offer for up to $1.5 billion principal amount at maturity of its 2.75 percent Liquid Yield Option Notes due 2020 and issued in May 2000 (2.75 percent LYONs). The offer expired at midnight EDT Friday, July 19, 2002. Based on preliminary information, Solectron expects to accept for purchase, at a purchase price of $600 per $1,000 2.75 percent LYON, $1.5 billion principal amount at maturity of the tendered 2.75 percent LYONs. The purchase price applies to all 2.75 percent LYONs tendered. In response to the offer and based on preliminary information, approximately $1.9 billion principal amount at maturity of 2.75 percent LYONs were validly tendered and not withdrawn. Because more than $1.5 billion principal amount at maturity of the 2.75 percent LYONs were tendered, Solectron expects to accept for purchase, on a prorated basis, approximately 77.6 percent of the 2.75 percent LYONs tendered. The final proration factor is subject to verification by the depositary. On Thursday, July 25, 2002, Solectron expects to announce final results and pay the aggregate purchase price to the depositary for the 2.75 percent LYONs accepted for payment. All 2.75 percent LYONs not accepted for payment will be promptly returned to holders. The purpose of the tender offer is to reduce and effectively extend the average maturity of Solectron's debt. Through the tender offer, the company expects to reduce the debt on its balance sheet, as of May 31, 2002, by about $919 million. Solectron is funding the total cash purchase price of $900 million from its cash on hand. For the offer, Morgan Stanley & Co. Incorporated served as the dealer manager, U.S. Bank was the depositary and Georgeson Shareholder Communications was the information agent. ABOUT SOLECTRON Solectron (www.solectron.com) provides a full range of global manufacturing and supply-chain management services to the world's premier high-tech electronics companies. Solectron's offerings include new-product design and introduction services, materials management, high-tech product manufacturing, and product warranty and end-of-life support. Solectron, based in Milpitas, Calif., is the first two-time winner of the Malcolm Baldrige National Quality Award. SAFE HARBOR This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties. In particular, the timing of payment and the final proration factor may differ slightly based upon the failure of any 2.75 percent LYONs tendered pursuant to guaranteed delivery procedures to be delivered. Solectron disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Liquid Yield Option is a trademark of Merrill Lynch & Co. ### Analysts Contact: Thomas Alsborg, Solectron Corporation - 408-956-6614 (U.S.), thomasalsborg@ca.slr.com Tonya Chin, Solectron Corporation - 408-956-6537 (U.S.), tonyachin@ca.slr.com Media Contact: Kevin Whalen, Solectron Corporation - 408-956-6854 (U.S.), kevinwhalen@ca.slr.com -----END PRIVACY-ENHANCED MESSAGE-----