SPSX Superior Essex (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

Amendment No. 2

(Rule 14d-100)

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Superior Essex Inc.

 

(Name of Subject Company (Issuer))

 

Cyprus Acquisition Merger Sub, Inc.

and

LS Corp.

 

(Names of Filing Persons (Offerors))

 

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

 

86815V105

 

(CUSIP Number of Class of Securities)

 

Choong-hyun Kim

c/o LS Cable Ltd.

15F, LS Tower, 1026-6 Hogye-dong, Dongan-gu

Anyang-si, Gyeonggi-do

Korea 431-080

+ 82-2-2189-9114

 

(Name, Address and Telephone Numbers of Person Authorized to

Receive Notices and Communications on Behalf of Filing Persons)

 

Copy to:

Victor I. Lewkow, Esq.

Sang Jin Han, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$929,754,540		$36,539.35

 

*

For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 21,055,584 shares of common stock, par value $0.01 per share, of Superior Essex Inc. outstanding on a fully diluted basis, consisting of: (a) 19,733,803 shares of common stock issued and outstanding, and (b) 927,409 shares of common stock issuable on or before expiration of the offer pursuant to existing stock options and other equity-based awards, and (ii) the tender offer price of $45.00 per share.

**	The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.00003930.

 

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: $36,539,35

Form or Registration No.: Schedule TO

Filing Party: Cyprus Acquisition Merger Sub, Inc. and LS Corp.

Date Filed: July 1, 2008

 

¨	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:   ¨

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This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “ Amendment ”), filed with the Securities and Exchange Commission on July 31, 2008, amends and supplements the Tender Offer Statement on Schedule TO filed on July 1, 2008 as amended by Amendment No. 1, filed on July 21, 2008 (the “ Schedule TO ”) and relates to the offer by Cyprus Acquisition Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and indirect subsidiary of LS Corp., a corporation organized under the laws of the Republic of Korea and formerly known as LS Cable Ltd. (“ Parent ”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “ Shares ”), of Superior Essex Inc., a Delaware corporation (the “ Company ”), at a price of $45.00 per Share, net to the seller in cash, without interest thereon and less any amounts required to be withheld under applicable U.S. federal, state or local tax laws, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 1, 2008 (the “ Offer to Purchase ”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment is being filed on behalf of Purchaser and Parent.

All information set forth in the Offer to Purchase is incorporated by reference in response to Items 1 through 11 in the Schedule TO, except those items as to which information is specifically provided herein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

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Items 1 through 11.

Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

The Offer expired at 5:00 PM (New York time) on Wednesday, July 30, 2008.

On July 31, 2008, Parent, its subsidiary LS Cable Ltd. and the Company issued a joint press release announcing that a total of 17,290,058 Shares were validly tendered and not withdrawn prior to the expiration of the initial offering period, representing approximately 86.9% of the outstanding Shares (and approximately 82.1% of the Shares outstanding on a fully-diluted basis, determined as set forth in the Offer to Purchase). An additional 1,429,016 Shares were tendered pursuant to Notices of Guaranteed Delivery. All Shares validly tendered in the initial offering period have been accepted for payment.

Purchaser has commenced a subsequent offering period for all remaining Shares to permit stockholders who have not yet tendered their Shares the opportunity to do so. This subsequent offering period will expire at 5:00 PM (New York time) on Monday, August 4, 2008, unless extended.

The same $45.00 per share price offered in the initial offering period will be paid during this subsequent offering period. All Shares validly tendered will be immediately accepted and payment will be made promptly after acceptance, in accordance with the terms of the Offer. Procedures for tendering Shares are the same as during the initial offering period with two exceptions: (1) Shares cannot be delivered by the guaranteed delivery procedure and (2) Shares tendered during the subsequent offering period may not be withdrawn.

Item 12. Exhibits .

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(1)(J) Text of press release issued by Parent, LS Cable Ltd. and the Company on July 31, 2008.

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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.

 

Dated: July 31, 2008