-----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, R6WK2Zdkw4mAgw59ZQHOLX3CO2lRQw61u0ddINRzrqc/pAusNbvJND0JqslVveob yYwjU/IVu2RrCMJyxdYwIw== 0000950142-00-000334.txt : 20000413 0000950142-00-000334.hdr.sgml : 20000413 ACCESSION NUMBER: 0000950142-00-000334 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000412 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUFF & PHELPS CREDIT RATING CO CENTRAL INDEX KEY: 0000928599 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 363569514 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-43387 FILM NUMBER: 599136 BUSINESS ADDRESS: STREET 1: 55 EAST MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123683100 MAIL ADDRESS: STREET 1: 55 EAST MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FSA ACQUISITION CORP CENTRAL INDEX KEY: 0001108622 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: ONE STATE STREET PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129080500 SC TO-T/A 1 AMENDMENT NO. 3 TO SCHEDULE TO Securities and Exchange Commission, Washington, D.C. 20549 Schedule TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3 - Final Amendment) Duff & Phelps Credit Rating Co. (Issuer) ---------------------------------------- (Name of Subject Company) FSA Acquisition Corp. (Offeror), an indirect wholly owned subsidiary of Fimalac S.A. -------------------------------------------------------------------- (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, No Par Value -------------------------- (Title of Class of Securities) 26432F109 --------- (CUSIP Number of Class of Securities) Stephen Joynt (President) or David Kennedy (Vice-President), FSA Acquisition Corp., One State Street Plaza, New York, NY 10004 (Tel: (212) 908-0500) ---------------------------------------------------------------- (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copy to: David K. Lakhdhir, Esq. Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Tel: (212) 373-3000 Calculation of Filing Fee Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $525,973,600 $105,195 - -------------------------------------------------------------------------------- * For purposes of calculating the filing fee pursuant to Rule 0-11(d), the Transaction Valuation was calculated on the basis of (i) 4,644,121 outstanding shares of common stock, no par value per share, of Duff & Phelps Credit Rating Co. (the "Shares"), (ii) the tender offer price of $100.00 per Share and (iii) 615,615 options to acquire Shares under Duff & Phelps Credit Rating Co. 1994 Long-Term Stock Incentive Plan that could be exercised on or prior to the expiration of the tender offer described in this Tender Offer Statement on Schedule TO. Based on the foregoing, the transaction value is equal to the sum of (1) the product of 4,644,121 Shares and $100.00 per Share and (2) the product of 615,615 Shares which are subject to options to purchase Shares and $100.00 per Share. ** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is 1/50th of one percent of the aggregate 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: $105,480 Filing Party: FSA Acquisition Corp. -------- --------------------- Form or Registration No.: Schedule TO Date Filed: March 15, 2000 ----------- -------------- [ ] 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. [ ] 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: [X] 2 This Amendment No. 3 (this "Amendment"), the final amendment, amends and supplements the Tender Offer Statement on Schedule TO filed by FSA Acquisition Corp., a Delaware corporation ("Purchaser") on March 15, 2000, as amended by Amendment No. 1 filed by Purchaser on March 24, 2000 and Amendment No. 2 filed by Purchaser on April 4, 2000 (as amended, the "Schedule TO"), relating to the offer (the "Offer") by Purchaser to purchase all outstanding shares of common stock, no par value (the "Shares") of Duff & Phelps Credit Rating Co., an Illinois corporation (the "Company") at a purchase price of $100.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase (as amended by the amendments to the Schedule TO) and in the related Letter of Transmittal. ITEMS 1 THROUGH 9 AND 11 Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented by adding thereto the following: The Offer expired at midnight, New York City time, on Tuesday, April 11, 2000. Pursuant to the Offer, based upon a report from the Depositary for the Offer, the Purchaser accepted for payment 4,496,138 Shares, representing approximately 96.8% of the outstanding Shares (including 30,479 Shares delivered pursuant to guaranteed delivery). On April 12, 2000, Purchaser and Parent issued a press release announcing the closing of the tender offer and that they expect to complete the merger of Purchaser and the Company upon completion of requisite corporate procedures. The full text of the April 12, 2000 press release is attached as Exhibit (a)(1)(J) hereto and incorporated herein by reference. ITEM 12 EXHIBITS Item 12 of the Schedule TO is hereby amended by adding thereto the following: (a)(1)(J) Text of Press Release issued by Parent and Purchaser on April 12, 2000. 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. FSA Acquisition Corp. By: /s/ Stephen Joynt ----------------- Name: Stephen Joynt Title: President April 12, 2000 4 EXHIBIT INDEX (a)(1)(J) Text of Press Release issued by Parent and Purchaser on April 12, 2000. EX-1 2 EXHIBIT (A)(1)(J) 5 Exhibit (a)(1)(J) FITCH IBCA/DUFF & PHELPS ANNOUNCE INTEGRATION PLAN Fitch IBCA - Paris/New York/London - April 12, 2000: Fitch IBCA, controlled by FIMALAC, a French diversified group listed on the Paris Stock Exchange, announced today that it had successfully completed its $100.00 per share cash tender offer for all outstanding shares of Duff & Phelps Credit Rating Co. common stock. The tender offer expired at 12:00 midnight, New York City time, on April 11, 2000. Approximately 4,496,138 Duff & Phelps shares, representing about 96.8% of the outstanding shares, had been validly tendered and not withdrawn prior to the expiration of the offer (including approximately 30,479 shares that are guaranteed to be delivered). All such shares so validly tendered and not withdrawn have been accepted for payment. The newly elected Duff & Phelps officers and board members are Marc de Lacharriere, Chairman of Fitch IBCA and now Chairman of Duff & Phelps, Robin Monro-Davies, CEO, Stephen W. Joynt, President and COO, and Veronique Morali, Managing Director of FIMALAC. Paul McCarthy and Philip Maffei, former Chairman and former President and COO of Duff & Phelps, will stay on as board members of Duff & Phelps. The merger of Duff & Phelps and Fitch IBCA is expected to be completed by late May upon completion of requisite corporate procedures. Until the final merger date, Duff & Phelps will operate as a separate legal entity and ratings of both Duff & Phelps and Fitch IBCA will remain outstanding. However, all new issue ratings will be released by Fitch IBCA on behalf of the new organization. The integration process has begun with combined analytical staffs of Fitch IBCA and Duff & Phelps working together to harmonize the ratings and rating approach for the new company. All rating changes resulting from the review process will be announced when the companies merge. For information at Fitch IBCA in New York, contact Stephen Joynt or James Jockle at (212) 908-0547; in London, Robin Monro-Davies or Kris Anderson at 44-171-417- 4222; at FIMALAC in Paris contact Veronique Morali at 33-1-47-53-61-71. -----END PRIVACY-ENHANCED MESSAGE-----