- Amended tender offer statement by Issuer (SC TO-I/A)
04 6월 2009 - 4:39AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
AMENDMENT
No. 3 to
SCHEDULE
TO
_____________________
(RULE
13e-4)
TENDER
OFFER STATEMENT UNDER
SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
_____________________
LIN
TV CORP.
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
_____________________
Options
to Purchase Class A Common Stock, $0.01 Par Value Per Share
(Title
of Class of Securities)
_____________________
532
774 106
(CUSIP
Number of Class of Securities)
(Underlying
Common Stock)
_____________________
Vincent
L. Sadusky
President
and Chief Executive Officer
LIN
TV Corp.
Four
Richmond Square, Suite 200
Providence,
Rhode Island 02906
(401) 454-2880
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications
on Behalf of Filing Person)
With
a copy to:
David
H. Engvall, Esq.
Covington
& Burling LLP
1201
Pennsylvania Avenue, N.W.
Washington,
DC 20004
Telephone:
(202) 662-6000
Facsimile:
(202) 662-6291
_____________________
CALCULATION
OF FILING FEE
Transaction
valuation*
|
Amount
of filing fee**
|
$503,701
|
$28.11
|
*
|
Calculated
solely for purposes of determining the filing fee. This calculation of the
transaction valuation assumes that all outstanding options to purchase, as
of April 28, 2009, 3,262,123 shares of Class A common stock of LIN TV
Corp. will be eligible for exchange and will be tendered pursuant to this
offer. The aggregate book value of such options was calculated
using the Black-Scholes option pricing model based on a price per share of
Class A common stock of $1.56, which was the closing price of the Class A
common stock as reported on the New York Stock Exchange on April 28,
2009.
|
**
|
Previously
paid.
|
|
|
þ
|
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:
Form
or Registration No.:
Filing
party:
Date
filed:
|
$28.11
005-78263
LIN
TV Corp.
May
4, 2009
|
|
|
¨
|
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:
|
|
|
|
¨
|
third
party tender offer subject to Rule 14d-1.
|
|
|
|
þ
|
issuer
tender offer subject to Rule 13e-4.
|
|
|
|
¨
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going-private
transaction subject to Rule 13e-3.
|
|
|
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¨
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amendment
to Schedule 13D under Rule 13d-2.
|
|
|
|
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Check
the following box if the filing is a final amendment reporting the results
of the tender offer:
þ
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Introductory
Statement
This
Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer
Statement on Schedule TO filed by LIN TV Corp. (the “Company”) with the U.S.
Securities and Exchange Commission on May 4, 2009 (the “Schedule TO”), as
amended and supplemented by Amendment Nos. 1 and 2, relating to an offer by the
Company to its employees and non-employee directors to exchange certain
outstanding stock options to purchase shares of the Company’s Class A common
stock granted under the Company’s Amended and Restated 2002 Stock Plan and Third
Amended and Restated Non-Employee Director Stock Plan, respectively, as
described in the Offer to Exchange Outstanding Stock Options, dated May 4, 2009,
as amended (the “Exchange Offer”).
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this
Amendment No. 3 amends and restates only the items and exhibits to the Schedule
TO that are being amended and restated; unaffected items and exhibits are not
included herein.
Item
4. Terms
of the Transaction
The Exchange Offer expired at 5:00
p.m., Eastern Time, on Tuesday, June 2, 2009. Pursuant to the
Exchange Offer, holders of Eligible Options (as defined therein) tendered, and
the Company accepted for cancellation, Eligible Options to purchase an aggregate
of 2,931,285 shares of the Company’s Class A common stock from 257
participants, representing approximately 90% of the shares of Class A common
stock underlying options eligible for exchange in the Exchange
Offer. On Tuesday, June 2, 2009, the Company granted New Options (as
defined in the Exchange Offer) to participating option holders to purchase an
equal number of shares of Class A common stock in exchange for the cancellation
of the tendered Eligible Options. The exercise price per share of the
New Options granted in the Exchange Offer is $1.99, which was the last reported
sale price of the Company’s Class A common stock on the New York Stock Exchange
on June 2, 2009.
Item
12. Exhibits
The
Exhibit Index included in this Amendment No. 3 to Schedule TO is incorporated
herein by reference.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Amendment No. 3 to Schedule TO is true,
complete and correct.
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LIN
TV CORP.
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|
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By:
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/s/
VINCENT L. SADUSKY
|
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Vincent L. Sadusky
|
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President
and Chief Executive Officer
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Date: June
3, 2009
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EXHIBIT
INDEX
Exhibit
Number
|
Description
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(a)(1)(A)
|
Offer
to Exchange Outstanding Stock Options, dated May 4, 2009, as amended May
14, 2009, including the Summary Term Sheet.*
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(a)(1)(B)
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Form
of Email Communication to Employees.*
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(a)(1)(C)
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Form
of Letter to Eligible Option Holders.*
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(a)(1)(D)
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Form
of Election Form.*
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(a)(1)(E)
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Form
of Change in Election Form.*
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(a)(1)(F)
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Form
of Grant Detail Report.*
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(a)(1)(G)
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Form
of Email Regarding Quarterly Report Availability, dated May 8,
2009.*
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(a)(1)(H)
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Form
of Email Reminder to Employees and Non-Employee Directors, dated May 14,
2009.*
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(a)(5)(A)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2008,
filed with the Securities and Exchange Commission on March 16, 2009
is incorporated herein by reference.
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(a)(5)(B)
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Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2009, filed
with the Securities and Exchange Commission on May 8, 2009 is incorporated
herein by reference.
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(b)
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Not
applicable.
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(d)(1)
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LIN
TV Corp. Amended and Restated 2002 Stock Plan, dated as of May 4, 2005,
incorporated herein by reference to Exhibit 10.7 to our Quarterly Report
on Form 10-Q (File No. 001-31311) filed May 6, 2005.
|
(d)(2)
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First
Amendment to the LIN TV Corp. Amended and Restated 2002 Stock Plan, dated
as of December 31, 2008, incorporated herein by reference to Exhibit 10.6
to our Annual Report on Form 10-K (File No. 001-31311) filed March 16,
2009.
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(d)(3)
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Form
of Employee Grant Option Agreement, incorporated herein by reference to
Exhibit 10.19 to our Annual Report on Form 10-K (File No. 001-31311) filed
March 15, 2007.
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(d)(4)
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Third
Amended and Restated 2002 Non-Employee Director Stock Plan, incorporated
herein by reference to our Definitive Proxy Statement on Schedule 14A
(File No. 001-31311) filed November 3, 2006.
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(d)(5)
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First
Amendment to the LIN TV Corp. Third Amended and Restated 2002 Non-Employee
Director Stock Plan, incorporated herein by reference to Exhibit 10.10 to
our Annual Report on Form 10-K (File No. 001-31311) filed March 16,
2009.
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(d)(6)
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Form
of Non-Employee Grant Option Agreement, incorporated herein by reference
to Exhibit 10.23 to our Annual Report on Form 10-K (File No. 001-31311)
filed March 15, 2007.
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(g)
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Not
applicable.
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(h)
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Not
applicable.
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*
Previously filed.
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