Securities and Exchange Commission,
Washington, D.C. 20549
Schedule TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3 - Final Amendment)
Duff & Phelps Credit Rating Co. (Issuer)
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(Name of Subject Company)
FSA Acquisition Corp. (Offeror), an indirect wholly owned subsidiary
of Fimalac S.A.
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(Names of Filing Persons (identifying status
as offeror, issuer or other person))
Common Stock, No Par Value
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(Title of Class of Securities)
26432F109
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(CUSIP Number of Class of Securities)
Stephen Joynt (President) or David Kennedy (Vice-President),
FSA Acquisition Corp.,
One State Street Plaza, New York, NY 10004 (Tel: (212) 908-0500)
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copy to: David K. Lakhdhir, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Tel: (212) 373-3000
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
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$525,973,600 $105,195
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* For purposes of calculating the filing fee pursuant to Rule 0-11(d),
the Transaction Valuation was calculated on the basis of (i) 4,644,121
outstanding shares of common stock, no par value per share, of Duff &
Phelps Credit Rating Co. (the "Shares"), (ii) the tender offer price of
$100.00 per Share and (iii) 615,615 options to acquire Shares under
Duff & Phelps Credit Rating Co. 1994 Long-Term Stock Incentive Plan
that could be exercised on or prior to the expiration of the tender
offer described in this Tender Offer Statement on Schedule TO. Based on
the foregoing, the transaction value is equal to the sum of (1) the
product of 4,644,121 Shares and $100.00 per Share and (2) the product
of 615,615 Shares which are subject to options to purchase Shares and
$100.00 per Share.
** The filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, is 1/50th of one percent of the
aggregate Transaction Valuation.
[X] 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: $105,480 Filing Party: FSA Acquisition Corp.
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Form or Registration No.: Schedule TO Date Filed: March 15, 2000
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[ ] 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:
[X] 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: [X]
<PAGE>
2
This Amendment No. 3 (this "Amendment"), the final amendment, amends
and supplements the Tender Offer Statement on Schedule TO filed by FSA
Acquisition Corp., a Delaware corporation ("Purchaser") on March 15, 2000, as
amended by Amendment No. 1 filed by Purchaser on March 24, 2000 and Amendment
No. 2 filed by Purchaser on April 4, 2000 (as amended, the "Schedule TO"),
relating to the offer (the "Offer") by Purchaser to purchase all outstanding
shares of common stock, no par value (the "Shares") of Duff & Phelps Credit
Rating Co., an Illinois corporation (the "Company") at a purchase price of
$100.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase (as amended by the amendments to
the Schedule TO) and in the related Letter of Transmittal.
ITEMS 1 THROUGH 9 AND 11
Items 1 through 9 and 11 of the Schedule TO are hereby amended and
supplemented by adding thereto the following:
The Offer expired at midnight, New York City time, on Tuesday, April
11, 2000. Pursuant to the Offer, based upon a report from the Depositary for the
Offer, the Purchaser accepted for payment 4,496,138 Shares, representing
approximately 96.8% of the outstanding Shares (including 30,479 Shares delivered
pursuant to guaranteed delivery). On April 12, 2000, Purchaser and Parent issued
a press release announcing the closing of the tender offer and that they expect
to complete the merger of Purchaser and the Company upon completion of requisite
corporate procedures.
The full text of the April 12, 2000 press release is attached as
Exhibit (a)(1)(J) hereto and incorporated herein by reference.
ITEM 12 EXHIBITS
Item 12 of the Schedule TO is hereby amended by adding thereto the
following:
(a)(1)(J) Text of Press Release issued by Parent and Purchaser on April
12, 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.
FSA Acquisition Corp.
By: /s/ Stephen Joynt
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Name: Stephen Joynt
Title: President
April 12, 2000
<PAGE>
4
EXHIBIT INDEX
(a)(1)(J) Text of Press Release issued by Parent and Purchaser on April
12, 2000.
5
Exhibit (a)(1)(J)
FITCH IBCA/DUFF & PHELPS
ANNOUNCE INTEGRATION PLAN
Fitch IBCA - Paris/New York/London - April 12, 2000: Fitch IBCA, controlled by
FIMALAC, a French diversified group listed on the Paris Stock Exchange,
announced today that it had successfully completed its $100.00 per share cash
tender offer for all outstanding shares of Duff & Phelps Credit Rating Co.
common stock. The tender offer expired at 12:00 midnight, New York City time, on
April 11, 2000. Approximately 4,496,138 Duff & Phelps shares, representing about
96.8% of the outstanding shares, had been validly tendered and not withdrawn
prior to the expiration of the offer (including approximately 30,479 shares that
are guaranteed to be delivered). All such shares so validly tendered and not
withdrawn have been accepted for payment.
The newly elected Duff & Phelps officers and board members are Marc de
Lacharriere, Chairman of Fitch IBCA and now Chairman of Duff & Phelps, Robin
Monro-Davies, CEO, Stephen W. Joynt, President and COO, and Veronique Morali,
Managing Director of FIMALAC. Paul McCarthy and Philip Maffei, former Chairman
and former President and COO of Duff & Phelps, will stay on as board members of
Duff & Phelps.
The merger of Duff & Phelps and Fitch IBCA is expected to be completed by late
May upon completion of requisite corporate procedures. Until the final merger
date, Duff & Phelps will operate as a separate legal entity and ratings of both
Duff & Phelps and Fitch IBCA will remain outstanding. However, all new issue
ratings will be released by Fitch IBCA on behalf of the new organization.
The integration process has begun with combined analytical staffs of Fitch IBCA
and Duff & Phelps working together to harmonize the ratings and rating approach
for the new company. All rating changes resulting from the review process will
be announced when the companies merge.
For information at Fitch IBCA in New York, contact Stephen Joynt or James Jockle
at (212) 908-0547; in London, Robin Monro-Davies or Kris Anderson at 44-171-417-
4222; at FIMALAC in Paris contact Veronique Morali at 33-1-47-53-61-71.
