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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 13E4)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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SUN INTERNATIONAL HOTELS LIMITED
(Name of Subject Company (Issuer))
SUN INTERNATIONAL HOTELS LIMITED
(Names of Filing Persons (Offerors))
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ORDINARY SHARES, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
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P879T133
(CUSIP Number of Class of Securities)
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Charles D. Adamo, Esq.
Sun International Hotels Limited
Coral Towers
Paradise Island, The Bahamas
Telephone: (242) 363-6000
(Name,address and telephone number of person authorized to
receive notices and communications on behalf of
filing persons)
Copy to:
Philip A. Gelston, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of the 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: [ X ]
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<PAGE>
2
Sun International Hotels, Limited, an international business
corporation organized and existing under the laws of the Commonwealth of The
Bahamas (the "Company") hereby amends and supplements its Tender Offer
Statement on Schedule TO (the "Schedule TO"), originally filed on June 26,
2000, relating to the self-tender offer by the Company, to purchase up to
5,000,000 of its issued and outstanding ordinary shares, par value $0.001 per
share (the "Shares"), at a purchase price of $24 per Share, net to the seller
in cash, without interest thereon. Capitalized terms used and not otherwise
defined herein have the meanings assigned thereto in the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by
inserting at the end thereof the following sentence: "On August 1, 2000, the
Company issued a press release announcing the final results of the Offer, a
copy of which is filed as Exhibit (99)(a)(1)(L)."
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to add
Exhibit (99)(a)(1)(L) as follows: "(99)(a)(1)(L) Text of press release issued
by the Company on August 1, 2000."
<PAGE>
3
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.
SUN INTERNATIONAL HOTELS LIMITED
By: /s/ John R. Allison
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Name: John R. Allison
Title: Executive Vice President,
Chief Financial Officer
Date: August 3, 2000
<PAGE>
4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(99)(a)(1)(A) Offer to Purchase dated June 26, 2000.*
(99)(a)(1)(B) Letter of Transmittal.*
(99)(a)(1)(C) Notice of Guaranteed Delivery.*
(99)(a)(1)(D) Letter from the Dealer Managers to the Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(99)(a)(1)(E) Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.*
(99)(a)(1)(F) Instructions for Tender of Options and Option Election
Form.*
(99)(a)(1)(G) Memorandum to Holders of Options.*
(99)(a)(1)(H) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(99)(a)(1)(I) Summary Advertisement as published on June 26, 2000.*
(99)(a)(1)(J) Text of press release issued by the Company, dated June 16
2000.*
(99)(a)(1)(K) Text of press release issued by the Company, dated July 25,
2000.*
(99)(a)(1)(L) Text of press release issued by the Company, dated August
1, 2000.
(99)(b)(1) Third Amended and Restated Revolving Credit Agreement, dated as
of November 1, 1999 (the "Revolving Credit Agreement"), among
Sun International Hotels Limited, Sun International Bahamas
Limited, Resorts International Hotel, Inc. and Sun
International Nevada, Inc., as the Borrowers and Guarantors,
Various Financial Institutions, as the Lenders, the Bank of
Nova Scotia and Societe Generale, as the Co- syndication Agents
and the Managing Agents, Bankers Trust Company, CIBC Inc., the
Royal Bank of Scotia D Plc, and Wells Fargo Bank, National
Association as the Co-agents, and the Bank of Nova Scotia, as
the Administrative Agent, the Documentation Agent and the
Collateral Agent.*
(99)(b)(2) First Amendment to Third Amended and Restated Credit
Agreement, dated as of June 13, 2000.*
(99)(d) Not applicable.
(99)(g) Not applicable.
(99)(h) Not applicable.
(99)(4)(a) Sun International Hotels Limited Consolidated Financial
Statements as of December 31, 1999.*
(99)(4)(b) Sun International Hotels Limited Unaudited Condensed
Consolidated Statements of Operations for the Three Months Ended
March 31, 2000.*
*Previously filed
<PAGE>
5
Exhibit (99)(a)(1)(L)
Sun International
FROM Sun International Hotels Limited
Paradise Island, The Bahamas
Contact: John Allison
Tel: (954) 713-2500
FOR IMMEDIATE RELEASE
SUN INTERNATIONAL HOTELS LIMITED
ANNOUNCES FINAL RESULTS OF CASH OFFER
FOR ITS ORDINARY SHARES
PARADISE ISLAND, THE BAHAMAS - August 1, 2000 - Sun International Hotels
Limited (NYSE: SIH) today announced the final results of its previously
announced cash offer to purchase up to 5,000,000 shares of its ordinary shares
at a price of $24.00 net per share. The cash offer expired at 5:00 p.m. New
York City time on July 25, 2000.
A total of 13,554,651 ordinary shares were tendered and delivered pursuant to
the offer of which the Company has accepted 5,000,000 ordinary shares.
Because the offer was oversubscribed, a proration factor of 36.89 percent for
ordinary shares tendered will be applied. This proration factor gives effect
to ordinary shares tendered pursuant to notices of guaranteed delivery but not
actually delivered.
As of August 1, 2000, the Company had 32,682,350 ordinary shares issued and
outstanding. As a result of the completion of the offer, the Company expects
to have 27,840,286 ordinary shares issued and outstanding as of the time
immediately following payment for the tendered shares.
