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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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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BERLITZ INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
BENESSE CORPORATION
BENESSE HOLDINGS INTERNATIONAL, INC.
(Name of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $.10
(Title Class of Securities)
08490010-9
(CUSIP Number of Class of Securities)
MR. KAZUO YAMAKAWA
BENESSE CORPORATION
3-7-17 MINAMIGATA, OKAYAMA-SHI
700-8686 JAPAN
(81)(86) 221-5215
(Name, Address and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
Copy to:
MARILYN SELBY OKOSHI, ESQ.
COUDERT BROTHERS
1114 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036-7703
TELEPHONE: (212) 626-4400
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee*
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N/A N/A
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* As the filing contains only preliminary communications made before the
commencement of the tender offer, no filing fee is required.
[ ] 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: ...................... N/A
Form or Registration No.: .................... N/A
Filing Party: ................................ N/A
Date Filed: .................................. N/A
[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.
[ ] 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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Letter from Benesse Corporation to the Special Committee of the Board of
Directors of Berlitz International, Inc. dated December 28, 2000
VIA FAX AND FEDERAL EXPRESS
December 28, 2000
Special Committee of Disinterested Directors
Berlitz International, Inc.
Dear Sirs:
We are pleased to propose the acquisition of all of the
outstanding shares of the common stock of Berlitz International, Inc.
("Berlitz") not held by Benesse Corporation ("Benesse"), Benesse Holdings
International, Inc. ("BHI") and Mr. Soichiro Fukutake (together, the "Benesse
Group") for a cash purchase price of $ 12.00 per share. This price represents a
50 % premium to the closing price of December 27, 2000. We believe that this
proposal is at a fair price that reflects Berlitz's historical results and
future prospects.
It is currently contemplated that the acquisition of such
shares by the Benesse Group would take the form of a tender offer by BHI, either
directly or through a newly formed subsidiary, subject to enough shares of
Berlitz's common stock being tendered so that, together with the shares they
currently hold, the Benesse Group would own at least 90% of the outstanding
shares of Berlitz. Promptly following consummation of the tender offer, the
remaining shares of Berlitz's common stock would be acquired at the same cash
price. The transactions contemplated by our proposal would only be consummated
following a favorable recommendation by the Special Committee to the Berlitz
shareholders. The proposal is not contingent on any financing conditions.
We request that the Special Committee, together with its
financial and legal advisors, proceed to evaluate the fairness of this proposal
for purposes of the Special Committee making a recommendation with respect to
the proposal. We, and our financial and legal advisers, are prepared to meet
with you and your financial and legal advisers at your convenience to review our
proposal at the earliest possible date.
Depending on the response of the Special Committee to this
proposal, and other factors deemed relevant by us, we may formulate other plans
and/or make other proposals, and take such actions with respect to our
investment in Berlitz, as we may determine to be appropriate. We may also amend
or withdraw this proposal at any time at our sole discretion.
Our proposal is merely an expression of interest and is not
intended to be legally binding in any way. If an offer were to be made, it would
be made in accordance with all
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applicable securities laws and would involve the filing of appropriate materials
with the Securities and Exchange Commission and the mailing of appropriate
materials to the public shareholders of Berlitz.
Please be advised that we intend to disclose this proposal in
an amendment to our Schedule 13D relating to shares of Berlitz's common stock
currently owned by us, as required by law. We also intend to release a press
release in the form of Annex A to this letter which will be filed as an exhibit
to the amendment to our Schedule 13D and filed under cover of Schedule TO as a
preliminary communication in accordance with Rule 14d-2(b) under the Securities
Exchange Act of 1934, as amended. In the event that Berlitz determines that
public disclosure of our proposal is required on its part, we request that any
public announcement be reviewed by us prior to its release.
We appreciate your consideration of this proposal and look
forward to your response.
Very truly yours
BENESSE CORPORATION
By: /s/ Soichiro Fukutake
----------------------------------------
Soichiro Fukutake
President and Representative Director
cc: Board of Directors
Berlitz International, Inc.
Mark Manner, Esq.
Harwell Howard Hyne Gabbert & Manner, P.C.
Counsel to Special Committee
David K. Lakhdhir, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
Counsel to Berlitz International, Inc.
Paul Weinstein, Esq.
General Counsel and Secretary
Berlitz International, Inc.
<PAGE>
ANNEX A
BENESSE CORPORATION PRESS RELEASE
FOR IMMEDIATE RELEASE
BENESSE PROPOSES TO ACQUIRE REMAINING SHARES OF COMMON STOCK OF BERLITZ
New York, New York (December 29, 2000) - Benesse Corporation and Benesse
Holdings International, Inc. and announced today that they have made a proposal
to acquire all of the outstanding shares of common stock of Berlitz
International, Inc. (NYSE-BTZ) not held by them or their affiliates for a cash
price of $12.00 per share. This price represents a 50% premium to the closing
price of December 27, 2000. Together, Benesse, Benesse Holdings International
and their affiliates currently own approximately 76% of Berlitz's outstanding
common stock.
Benesse and Benesse Holdings International requested that a special
committee of disinterested directors of Berlitz evaluate the fairness of their
proposal and make a recommendation with respect thereto.
Benesse's proposal is, among other things, subject to Berlitz making a
favorable recommendation with respect to the proposal. The proposal is not
subject to any financing conditions. Benesse also informed the directors of
Berlitz that it reserves the right to amend or withdraw its proposal at any time
in its sole discretion.
Benesse is a public company in Japan and its shares are traded on the
Tokyo Stock Exchange and the Osaka Securities Exchange. Benesse is the largest
educational services company in Japan. Benesse holds the leading position in the
Japanese market for correspondence courses, simulated examinations and study
aids, with products and services designed for pre-school children and students
from elementary school to senior high school. Benesse also publishes Japanese
magazines targeted at expectant mothers, young mothers and homemakers and has a
growing presence in the field of for-profit social welfare services, principally
elder-care facilities and child day-care centers. Benesse Holdings International
is a wholly owned subsidiary of Benesse incorporated in Delaware in 1991 to act
as a holding company for the stock of Berlitz and to make other strategic
investments.
Berlitz and its franchisees have more than 400 locations in over 50
countries worldwide offering language instruction, cross-cultural training,
document translation, software localization and interpretation services. In
addition, Berlitz offers a wide range of publishing products such as
dictionaries, phrase books, travel guides and self-study language instruction
materials including CD and audiocassettes.
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This press release is neither an offer to purchase nor the solicitation
of an offer to sell any securities of Berlitz. It is intended that any tender
offer for such securities, if and when made, would be made in compliance with
all applicable securities laws and in compliance with the procedural and filing
requirements of the Securities and Exchange Commission ("SEC"). If and when a
tender offer is made, security holders of Berlitz are urged to read the tender
offer documents (which would include an offer to purchase, a letter of
transmittal and related materials) which will be distributed because these
documents would contain important information concerning the offer. If a tender
offer is commenced, the tender offer documents will be included in a Tender
Offer Statement on Schedule TO filed with the SEC and Berlitz security holders
will be able to obtain a copy of these documents from the purchaser's
information agent, without charge, upon request. If a tender offer is made the
contact details for the information agent will be announced by press release and
advertisement at the time of commencement. Any tender offer documents filed with
the SEC will be available for inspection, free of charge, at the public
reference facilities of the SEC located in Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as on the SEC's web site at www.sec.gov.
Contacts: Mr. Naoto Sugiyama
Benesse Corporation
3-7-17 Minamigata, Okayama-Shi
700-8686 Japan
Phone: (81)(86) 221-5215
Mr. Hiroshi Kitada
Benesse Holdings International, Inc.
Park Avenue Tower
65 East 55th Street
New York, NY 10022
Phone: (212) 813-9500
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English Translation of the Japanese press release issued by Benesse Corporation
dated December 30, 2000.
December 30, 2000
To whom it may concern:
Name of the corporation: Benesse Corporation K.K.
Representative: President and Representative
Director Soichiro Fukutake
(Code Number 9783 Tokyo Stock Exchange First Section
Osaka Securities Exchange First Section)
Contact: Director and Head of General
Administration Division Kazuo
Yamakawa
(TEL. 086-221-5213)
Announcement Regarding Acquisition of Outstanding Shares of
Berlitz International, Inc. in the United States
Benesse Corporation announced that on December 28, 2000 it made a
proposal to a special committee of outside directors of its United States
subsidiary, Berlitz International, Inc., to acquire all of the outstanding
shares of common stock of Berlitz for $12.00 per share, which would result in
Berlitz becoming a wholly-owned subsidiary of Benesse. Benesse contemplates that
the acquisition may be accomplished through a tender offer, however, the
ultimate form of any transaction will depend on the response of the special
committee.
Benesse requested in its proposal that the special committee evaluate
the fairness of its proposal and make a recommendation to the shareholders of
Berlitz with respect thereto.
1. Reason for the acquisition
Benesse views this proposal as a way to increase the speed and
flexibility of management of the Benesse Group. Although Berlitz is a subsidiary
of Benesse, it is listed on the New York Stock Exchange. As a result, the
business of Berlitz has been developed keeping in mind the interests of an
indeterminate number of shareholders. However, if Berlitz becomes a wholly-owned
subsidiary of Benesse, it will be free to develop its business solely in
accordance with the management strategies of the Benesse Group.
2. General description of the proposed share acquisition.
(1) General description of the target company
a. Name: Berlitz International, Inc.
b. Main Business: Language instruction, document translation
and publishing. Berlitz is a language
education and related services company with
language centers in over 50 countries
worldwide.
c. Establishment Date: July 1, 1878
d. Headquarters: 400 Alexander Park, Princeton, NJ 08540-6306
U.S.A.
e. Representative: Vice Chairman James R. Kahl
f. Capital: US$1,005,000
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g. Five Year Performance Trend:
(in US$ 000s)
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Fiscal Year 1995 1996 1997 1998 1999
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Sales 354,509 369,622 397,209 436,303 446,181
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Net (Loss)
Income 2,270 3,803 (934) 2,082 (13,084)
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(Source: Berlitz 10-Ks)
h. Benesse Shareholdings:
Name Number of shares held Ratio
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Benesse Holdings International, Inc. 6,972,138 73.03%
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Benesse Corporation K.K. 13,200 0.14%
o Benesse Holdings International, Inc. is Benesse's holding company in the
United States. The Representative Director of Benesse, Soichiro Fukutake,
is also the Chairman of the Board of Benesse Holdings International,Inc.
i. Relationship to Benesse: Berlitz is a United States subsidiary of
Benesse. The Representative Director of
Benesse, Soichiro Fukutake, is also the
Chairman of the Board of Berlitz.
(2) Class of Target Shares: Common Stock
(3) Timing of Acquisition: Undetermined
(4) Proposed Acquisition Price US$12.00 per share
(5) Outstanding Shares of Berlitz: 9,546,536 (1)
(1) As of November 10, 2000 (Source: Berlitz Quarterly Report on Form 10Q
for third quarter 2000)
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The foregoing is a fair and accurate English translation of the Japanese
language press release issued in Japan by Benesse Corporation.
Date: December 29, 2000
BENESSE CORPORATION
By: /s/ Naoto Sugiyama
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Name: Naoto Sugiyama
Title: General Manager, Accounting Department
