As filed with the Securities and Exchange Commission on April 3, 2001
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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. 3)
_________________
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
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Transaction Valuation* Amount of Filing Fee**
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$194,412,841 $38,883
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* 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 with the initial filing
of this statement on Schedule TO and $3,516 of this amount was paid on
February 14, 2001 with the filing of Amendment No. 2 to the Schedule TO.
[ ] 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.
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Amount Previously Paid: _____________________ Filing Party: _________________________
Form or Registration No.: ____________________ Date Filed: ___________________________
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[ ] 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: [x]
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This Amendment No. 3 (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 and by Amendment No. 2 filed on February 14, 2001
(collectively, the "Schedule TO") by DIRECTV Broadband, Inc. (the "Purchaser"),
a Delaware corporation and a wholly owned subsidiary of Hughes Electronics
Corporation ("Hughes"), 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.
Items 1, 4, 8 and 11 are hereby amended and supplemented to add the following
information:
The Offer expired at 5:00 p.m., New York City time on Monday April 2, 2001.
Based on information provided by the Depositary, approximately 77.8 million
Shares were validly tendered as of the expiration date, representing
approximately 94% of the Company's issued and outstanding shares of common
stock, and an additional 1,369,239 Shares were tendered pursuant to notices of
guaranteed delivery. Pursuant to the terms of the Offer, the Purchaser has
accepted for payment, and will promptly pay for, all Shares validly tendered in
the Offer. On April 3, 2001, Hughes issued a press release announcing the
results of the Offer. The full text of Hughes' press release is attached hereto
as Exhibit (a)(12) and incorporated herein by reference.
The remaining outstanding Shares were acquired pursuant to a merger of the
Purchaser with and into the Company on April 3, 2001. No further action was
required by the remaining stockholders of the Company to effect the merger. As
a result of the merger, the remaining outstanding Shares (except for Shares held
by the Company, Hughes or any of its subsidiaries, or by stockholders exercising
dissenter's rights under Delaware law, if available) were converted into the
right to receive $2.15 in cash, without interest, and the Company thereby became
a wholly owned subsidiary of Hughes.
Item 12. Exhibits.
Item 12 is hereby amended to add the following:
(a)(12) Press Release issued by Hughes Electronics Corporation on
April 3, 2001
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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.
DIRECTV Broadband, Inc.
By: /s/ Roxanne S. Austin
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Name: Roxanne S. Austin
Title: Senior Vice President and Chief Financial
Officer
Hughes Electronics Corporation
By: /s/ Roxanne S. Austin
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Name: Roxanne S. Austin
Title: Senior Vice President and Chief Financial
Officer
Dated: April 3, 2001