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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
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Echelon International Corporation
(Name of Subject Company)
EIN Acquisition Corp.
(Name of Filing Person -- Offeror)
Common Stock, par value $.01 per share,
(Title of Class of Securities)
278747100
(CUSIP Number of Class of Securities)
James Haber
President
EIN Acquisition Corp.
ETA Holding LLC
950 Third Avenue, 23rd Floor
New York, New York 10022
Telephone: (212) 688-2700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Stuart Bressman, Esq.
Robert M. Unger, Esq.
Brown Raysman Millstein Felder & Steiner LLP
120 West 45th Street
New York, New York 10036
Telephone: (212) 703-1319
[ ] 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: Filing Party:
Form or Registration No: 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:
[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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EXHIBIT INDEX
Exhibit Page
No. Description No.
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(a)(5) Memorandum to Shareholders regarding
misprinted envelope ........................... 3
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EXHIBIT (a)(5)
To: The Shareholders of Echelon International Corporation
From: Georgeson Shareholder Communications
Date: February 1, 2000
Re: Tender Offer for all Outstanding Shares
of Echelon International Corporation (the "Tender Offer")
Enclosed please find a replacement envelope for your use in connection
with tendering shares of Echelon International Corporation pursuant to the above
mentioned Tender Offer. Due to a printing error, the address on the return
envelope originally enclosed in the package of materials relating to the Tender
Offer dated January 28, 2000 and previously mailed was incorrect. Please
discard the original return envelope and use the enclosed envelope when
responding to the Tender Offer.
You should otherwise follow the instructions set forth in the Offer to
Purchase and the related documents.
