<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
NAVIGANT CONSULTING, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
NAVIGANT CONSULTING, INC. (ISSUER)
- --------------------------------------------------------------------------------
(Name of Filing Person (identifying status as offeror, issuer or other person)
COMMON STOCK OPTIONS
- --------------------------------------------------------------------------------
(Title of Class of Securities)
N/A
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Phillip Steptoe
Navigant Consulting, Inc.
Vice President, General Counsel and Secretary
615 N. Wabash Avenue
Chicago, Illinois 60611
(312) 573-5600
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the filing person)
Calculation of Filing Fee
-------------------------
- --------------------------------------------------------------------------------
Transaction valuation* Amount of filing fee
- --------------------------------------------------------------------------------
* Pursuant to General Instruction D of Form TO, no filing fee is required.
[_] Check 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:
[X] 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.
[X] 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: [_]
- --------------------------------------------------------------------------------
Page 1
<PAGE>
This Tender Offer Statement on Schedule TO (this "Schedule TO")
relates to the announcement by Navigant Consulting, Inc., a Delaware corporation
(the "Company" or the "Issuer"), of its intention to initiate (pending a review
of relevant legal and accounting issues) a tender offer to purchase outstanding
common stock options issued by the Company pursuant to its Long Term Incentive
Plan. This Schedule TO is intended to satisfy the reporting requirements of Rule
13(e)(4)(c)(1) under the Securities Exchange Act of 1934, as amended.
ITEM 12. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(5) Memorandum dated February 24, 2000
- --------------------------------------------------------------------------------
Page 2
<PAGE>
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: March 9, 2000 NAVIGANT CONSULTING, INC.
By *
-----------------------
* Pursuant to General Instruction D of Form TO, no signature is required.
- --------------------------------------------------------------------------------
Page 3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(a)(5) Memorandum dated February 24, 2000
- --------------------------------------------------------------------------------
Page 4
<PAGE>
EX-99.(A)(5)
MEMORANDUM
TO: All Employees Holding Navigant Consulting, Inc. Stock Options
FROM: Office of the Chief Executive
DATE: February 24, 2000
SUBJECT: Stock Options
The purpose of this memorandum is to update all of you on the efforts of the OCE
and the Board of Directors to address employee stock options.
As you are well aware, due to the significant decline in Navigant Consulting's
common stock last fall, most of our employees' options are "out of the money."
All of us are working hard to restore our stock price, and we are confident that
Navigant Consulting's shares will rise in value over time. In the interim, we
believe it is important for you to have market-priced stock options.
Over the past two months, we have been endeavoring to develop a program to award
new market-based stock options. Introducing a new stock option program has been
difficult, due to the limitations imposed by the company's Long Term Incentive
Plan and the accounting rules that govern stock options.
Navigant Consulting's shareholder-approved Long Term Incentive Plan limits the
number of options to 25% of the issued and outstanding shares of the company.
At this point, virtually all of the shares available under the Plan have been
issued. Therefore, in order to issue new options, employees would have to
"replenish the pool" by relinquishing their existing "out of the money" options.
In addition, accounting rules place restrictions on the manner in which
employees can be awarded new options after relinquishing their old options.
Deviating from these rules means that the new options could be considered a
"repricing" of the old options and would result in a significant charge against
earnings. To avoid this, the company (1) must wait at least six months before
issuing new options to any employees who have turned in old options, and (2)
cannot make any promises - explicit or implicit - that employees who surrender
old options will get new options.
- --------------------------------------------------------------------------------
Page 5
<PAGE>
Given these restrictions and our desire to award new market-priced options as
soon as possible, we have been exploring the following alternative:
1. In an effort to replenish the pool, the company will repurchase any options
that you hold in exchange for a nominal fee./1/
2. In accordance with accounting rules, the Plan Committee may grant options
at then-prevailing market prices later this year, although there are no
assurances that such options will in fact be granted, and if they are granted,
that you will be granted any options.
THIS LETTER IS NOT AN OFFER TO PURCHASE OPTIONS. The offer can only be made by
means of an appropriate SEC disclosure document, called a "tender offer
statement." You should read the tender offer statement when it is available,
because it will contain important information. You will be sent the tender
offer statement. You may also obtain for free from the SEC web site
(http://www.sec.gov) a copy of the tender offer statement as well as other
documents that the company has filed with the SEC. The company will also furnish
you for free any of these documents which it files with the SEC and of which you
would like copies.
We understand that this is an important issue, and we appreciate your patience
while we have been exploring the relevant legal and accounting issues.
Mitch Saranow John Reed Carl Spetzler
- ---------------
/1/ Your individual decision whether or not to sell your options back to the
Company will be voluntary and will have no effect on your employment or future
career at Navigant.
- --------------------------------------------------------------------------------
Page 6
