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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4
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ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(FINAL AMENDMENT)
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E. I. DU PONT DE NEMOURS AND COMPANY
(Name of Issuer)
E. I. DU PONT DE NEMOURS AND COMPANY
(Name of Person(s) Filing Statement)
COMMON STOCK
PAR VALUE $.30 PER SHARE
(Title of Class of Securities)
263534 10 9
(Cusip Number of Class of Securities)
HOWARD R. RUDGE, ESQ.
E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DE 19898
(302) 774-1000
-COPY TO-
LOU R. KLING, ESQ.
EILEEN NUGENT SIMON, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TEL: 212-735-3000
FAX: 212-735-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of
Person(s) Filing Statement)
JULY 14, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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This is the Final Amendment to the Rule 13e-4 Issuer Tender Offer
Statement on Schedule 13E-4, filed with the Securities and Exchange Commission
on July 14, 1999, relating to an offer by E. I. du Pont de Nemours and Company
("DuPont") to purchase shares of its common stock, par value $.30 per share
("DuPont Common Stock"), held by Non-U.S. persons , upon terms and subject to
the conditions stated in the offer to purchase dated July 14, 1999 (the "Offer
to Purchase") attached to the Schedule 13E-4 as Exhibit (a)(3) and the related
Letter of Transmittal attached to the Schedule 13E-4 as Exhibit (a)(5) (the
"Letter of Transmittal" which, together with the Offer to Purchase, constitute
the "Offer"). This Final Amendment is being filed by DuPont. Unless otherwise
indicated, all capitalized terms used herein which are defined in Schedule 13E-4
are used herein as so defined.
RESPONSE TO INSTRUCTION D
The Offer expired, by its terms, at 12:00 midnight, New York City time,
on Tuesday, August 10, 1999. 48,390,144 shares of DuPont Common Stock were
validly tendered in the Offer. DuPont accepted 8,000,000 shares for purchase in
the Offer on August 11, 1999. Each share of DuPont Common Stock was purchased
for $80.76. All shares tendered by eligible odd-lot shareholders were accepted.
Based on these results, the proration factor for all other shares accepted is
16.1936054897 percent.
ITEM 8. ADDITIONAL INFORMATION
(e) DuPont announced on August 11, 1999 that its Offer expired, by its
terms, at 12:00 midnight, New York City time, on Tuesday, August 10, 1999, and
that shares validly tendered would be accepted subject to proration. DuPont
announced on August 17, 1999 that all shares tendered by eligible odd-lot
shareholders were accepted and the proration factor for all other shares
accepted is 16.1936054897 percent.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(17) Press Release, dated August 11, 1999, stating that DuPont's
Offer expired, by its terms, at 12:00 midnight, New York City time, on Tuesday,
August 10, 1999.
(a)(18) Press Release, dated August 17, 1999, stating that DuPont
announced the final proration factor for the Offer.
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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: August 18, 1999
E. I. du Pont de Nemours and Company
By /s/ Gary M. Pfeiffer
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Name: Gary M. Pfeiffer
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit (a)(17) Press Release, dated August 11, 1999, stating that DuPont's
Offer expired, by its terms, at 12:00 midnight, New York City
time, on Tuesday, August 10, 1999.
Exhibit(a)(18) Press Release, dated August 17, 1999, stating that DuPont
announced the final proration factor for the Offer.
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Exhibit (a)(17)
Contact: Susan Gaffney
(302) 774-2698
DUPONT COMPLETES CASH OFFER
FOR DUPONT COMMON STOCK
WILMINGTON, Del., Aug. 11 -- DuPont today announced the completion of its
previously announced cash offer to non-United States persons for DuPont common
stock at a price of $80.76 per share. The cash offer expired at 12:00 midnight
New York City time on Aug. 10, 1999.
Approximately 15,281,000 shares of DuPont common stock were tendered and
33,113,000 additional shares of DuPont common stock were guaranteed for delivery
within three New York Stock Exchange trading days. DuPont has accepted for
purchase 8 million shares of DuPont common stock. Based on the preliminary
results, which indicate that the offer is oversubscribed, a proration factor of
approximately 16 percent will be applied. As a result, DuPont anticipates that
approximately 16 percent of the DuPont shares tendered will be accepted for
purchase. The estimated proration factor is subject to change. The final
proration factor is expected to be announced early next week.
DuPont shareholders whose shares were accepted for purchase will not
receive the dividend declared by DuPont on July 28, 1999, of $0.35 per share
on each share of DuPont stock held by holders of record on Aug. 13, 1999. The
DuPont dividend will be paid on DuPont shares tendered but returned due to
proration.
The purchase price, net of applicable withholding taxes, will be paid to
tendering shareholders whose shares are accepted for purchase. After the offer,
DuPont will have approximately 974 million shares of common stock outstanding.
DuPont has retained the services of D. F. King & Co., Inc. as Information
Agent to assist shareholders with the offer. Questions regarding the offer
should be directed to D. F. King at 212-269-5550 (collect) outside the U.S.
or 800-755-3105 (toll free) in the U.S.
DuPont is a science company, delivering science-based solutions that
make a difference in people's lives in food and nutrition; health care; apparel;
home and construction; electronics; and transportation. Founded in 1802, the
company operates in 65 countries and has 92,000 employees.
***
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Exhibit (a)(18)
DuPont Announces Final Cash Offer Proration Factor
Contact: Susan Gaffney (302) 774-2698
WILMINGTON, Del., Aug. 17 -- DuPont announced today a final proration factor of
16.1936054897 percent for its previously announced cash offer to non-United
States persons for DuPont common stock. The offer, which was oversubscribed,
expired at 12:00 midnight, New York City time, on August 10, 1999.
Based on the final count by the exchange agent, 48,390,144 shares of DuPont
common stock were tendered, including 196,278 shares held by eligible odd-lot
shareholders. In accordance with the offer, DuPont has accepted for purchase 8
million shares of DuPont common stock. All shares tendered by eligible odd-lot
shareholders have been accepted; all other shares tendered have been accepted at
the 16.1936054897 percent proration factor.
DuPont shareholders whose shares were accepted for purchase will not receive the
dividend declared by DuPont on July 28, 1999, of $0.35 per share on each share
of DuPont common stock held by holders of record on Aug. 13, 1999. The DuPont
dividend will be paid on DuPont shares tendered but returned due to proration.
The purchase price, net of applicable withholding taxes, will be paid to
tendering shareholders Aug. 18. After the offer, DuPont will have approximately
975 million shares of common stock outstanding.
DuPont has retained the services of D.F. King & Co., Inc. as Information Agent
to assist shareholders with the offer. Questions regarding the offer should be
directed to D.F. King at 212-269-5550 (collect) outside the United States or
1-800-755-3105 (toll free) in the United States.
DuPont is a science company, delivering science-based solutions that make a
difference in people's lives in food and nutrition; health care; apparel; home
and construction; electronics; and transportation. Founded in 1802, the company
operates in 65 countries and has 92,000 employees.
8/17/99
