<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4
------------------------
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
------------------------
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)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
CALCULATION OF FILING FEES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE
$646,080,000 $129,216
</TABLE>
- --------------------------------------------------------------------------------
[X] 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.
<TABLE>
<S> <C>
Amount Previously Paid: $129,216
Form or Registration No.: Schedule 13E-4
Filing party: E. I. du Pont de Nemours and Company
Date Filed: July 14, 1999
</TABLE>
- ------------
(1) This amount assumes the acquisition by E. I. du Pont de Nemours and Company
of 8,000,000 shares of its common stock for $80.76 per share.
2
<PAGE> 3
E. I. du Pont de Nemours and Company, a Delaware corporation ("DuPont")
hereby supplements its Statement on Schedule 13E-4 filed with the Securities and
Exchange Commission on July 14, 1999, with respect to the DuPont's offer 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")
and the related Letter of Transmittal (the "Letter of Transmittal" which,
together with the Offer to Purchase, constitute the "Offer").
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(16) Press release dated August 5, 1999.
<PAGE> 4
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.
E.I. du Pont de Nemours and Company
By /S/ GARY M. PFEIFFER
------------------------------------
Name: Gary M. Pfeiffer
Title: Senior Vice President and
Chief Financial Officer
Dated: August 9, 1999
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C>
(a)(16) Press release dated August 5, 1999.
</TABLE>
<PAGE> 1
EXHIBIT (A)(16)
Contact: Susan Gaffney
307-774-2698 (office)
303-737-7418 (home)
DUPONT CONFIRMS CASH OFFER FOR DUPONT COMMON STOCK
IS SUBJECT TO U.S. FEDERAL INCOME TAX WITHHOLDING
WILMINGTON, Del., Aug. 5 -- This news release confirms that U.S. federal
income tax withholding will apply to the gross proceeds of the cash offer made
by DuPont and described in DuPont's Offer to Purchase dated July 14, 1999. Any
information to the contrary that has been disseminated by third parties should
be disregarded.
Shareholders are urged to review carefully the Offer to Purchase.
This offer is being made to DuPont shareholders who are non-United States
persons to sell some or all of their shares to DuPont for $80.76 for each share
of DuPont common stock. DuPont will purchase up to a maximum of 8 million shares
of DuPont common stock.
DuPont has retained the services of D.F. King & Co., Inc., as Information
Agent to assist shareholders with this offer. Questions regarding the terms and
conditions of the offer or information on tendering shares 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.
8/5/99
