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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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LANTE CORPORATION
(Name of Subject Company (Issuer))
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LANTE CORPORATION
(Name of Filing Person (Offeror))
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Options Under Lante Corporation's Amended and Restated 1998 Stock Option Plan
to Purchase Common Stock, Par Value $.01 Per Share,
Held by Certain Option Holders
(Title of Class of Securities)
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516540 10 1
(CUSIP Number of Underlying Class of Securities)
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copies to:
Thaddeus J. Malik Jeffrey R. Patt, Esq.
Vice President and General Counsel Adam R. Klein, Esq.
Lante Corporation Katten Muchin Zavis
161 North Clark Street, Suite 490 525 West Monroe Street, Suite 1600
Chicago, Illinois 60601 Chicago, Illinois 60661
(312) 696-5000 (312) 902-5200
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
[_] 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:
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INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on December 21, 2000, relating to our offer to exchange options to
purchase shares of our common stock, par value $.01 per share, held by certain
employees for new options to purchase shares of our common stock at a per share
exercise price equal to the fair market value of one share of our common stock
on the date of issuance upon the terms and subject to the conditions in the
Offer to Exchange dated December 21, 2000 (as amended and supplemented, the
"Offer to Exchange") and the related Letter of Transmittal.
ITEM 10 FINANCIAL STATEMENTS
Item 10 of the Schedule TO is hereby amended and restated as follows:
The information set forth in the Offer to Exchange under the caption "The
Offer - Information Concerning Lante" is incorporated herein by reference.
ITEM 12 EXHIBITS
Item 12 of the Schedule TO is hereby amended and restated as follows so as to
amend Exhibit (a)(1)(A) by replacing the Offer to Exchange dated December
21, 2000 with the Offer to Exchange dated December 21, 2000 and amended January
12, 2001 attached hereto:
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(a)(1)(A) Offer to Exchange dated December 21, 2000 and amended January 12, 2001.
(a)(1)(B)* Form of Letter of Transmittal.
(a)(1)(C)* Form of Letter to Eligible Option Holders Regarding Offer.
(a)(1)(D)* Form of Letter to Tendering Option Holders Regarding Acceptance of Tendered Options.
(a)(1)(E)* Form of Letter to Eligible Option Holders Clarifying Offer to Exchange
(b) Not applicable.
(d)(1)* Lante Corporation Amended and Restated 1998 Stock Option Plan.
(d)(2)* Form of Option Agreement pursuant to the Lante Corporation Amended and Restated 1998
Stock Option Plan.
(g) Not applicable.
(h) Not applicable.
* Previously filed.
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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 Amendment No. 2 to the Schedule TO is
true, complete and correct.
Lante Corporation
/s/ Thaddeus J. Malik
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Thaddeus J. Malik
Vice President and General Counsel
Date: January 12, 2001
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INDEX TO EXHIBITS
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Exhibit
Number Description
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(a)(1)(A) Offer to Exchange dated December 20, 2001 and amended January 12, 2001.
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