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. 2)
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: [ ]
<PAGE>
2
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 amends and supplements the Schedule TO filed by
FSA Acquisition Corp, a Delaware corporation ("Purchaser") and Fimalac S.A., a
French societe anonyme ("Parent") with the Securities Exchange Commission on
March 15, 2000 (the "Schedule TO") and amended by Amendment No. 1 filed by
Purchaser and Parent on March 24, 2000, to purchase all of the issued and
outstanding shares (the "Shares") of common stock, no par value per share, 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, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated March 15, 2000 and in the related Letter of Transmittal, copies
of which are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the
Schedule TO. Capitalized terms used and not defined herein shall have the
meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO.
ITEMS 1 THROUGH 9, 11 AND 12.
Items 1 through 9, 11 and 12 of Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
as follows:
(1) the following is inserted immediately following the chart entitled
"FIMALAC S.A. SELECTED CONSOLIDATED FINANCIAL DATA" set forth in Section 8 of
the Offer to Purchase:
"Parent's financial statements are prepared in accordance with
French generally accepted accounting principles ("French GAAP"). Parent
does not, nor is it otherwise required to, prepare its financial
statements in accordance with U.S. generally accepted accounting
principles ("U.S. GAAP"). The following represents, in the opinion of
Parent, the significant differences between French GAAP and U.S. GAAP
that would affect the foregoing financial data of Parent. No attempt
has been made to identify future differences between U.S. GAAP and
French GAAP resulting from prescribed changes in accounting standards.
It should also be noted that regulatory bodies that promulgate French
GAAP and U.S. GAAP have significant on-going projects that could affect
comparisons between U.S. GAAP and French GAAP. Finally, the following
does not identify all of the differences between French GAAP and U.S.
GAAP.
o Deferred taxation. Under French GAAP, deferred tax is
calculated using the liability method on temporary timing differences
between taxable and accounting earnings. Net deferred tax assets
determined company by company are recognized only to the extent that it
is probable that the asset will be realized in the foreseeable future.
Under U.S. GAAP, deferred taxes are provided for all temporary
differences between the tax and book balance sheets and valuation
allowance is established when it is more likely than not that deferred
tax assets will not be realized.
o Depreciation/Amortization Policies. As permitted under French
GAAP, Parent has not amortized certain intangible assets created in
connection with business acquisitions. Under U.S. GAAP, some of these
intangible assets would be amortized over their expected useful lives,
not exceeding 40 years.
o Amortization of acquisition goodwill. As permitted by French
GAAP, goodwill recorded in business combinations accounted for under
the purchase method are amortized in Parent's consolidated financial
statements over ten to twenty years, depending on the sector. Under
U.S. GAAP, the period of amortization of acquisition goodwill may be as
long as forty years.
<PAGE>
3
o Accounting for marketable securities and marketable equity
securities. Marketable securities are carried in Parent's financial
statements at the lower of cost or market value, calculated on a
security-by-security basis. Changes in these provisions are included in
the determination of net income. Under U.S. GAAP, marketable securities
and marketable equity securities are grouped in separate portfolios for
the purpose of comparing aggregate cost and aggregate market value to
determine carrying value. Changes in write-down allowances for
marketable securities are included in the determination of net income,
while those concerning marketable equity securities are included in
equity.
o Net earnings per share. Under French GAAP, net earnings per
share are determined on an undiluted basis, whereas under U.S. GAAP,
net earnings per share are determined on a fully diluted basis."
; and
(2) the first paragraph of Section 15 of the Offer to Purchase, from
the beginning of such paragraph up to subparagraph (1) of such paragraph, is
amended to read in its entirety as follows:
"Notwithstanding any other provision of the Offer, Purchaser will not
be required to accept for payment or, subject to any applicable rules
and regulations of the SEC, including Rule 14e-1(c) promulgated under
the Exchange Act, pay for, and (subject to any such rules or
regulations) may delay the acceptance for payment of or the payment of
any tendered Shares and (except as provided in the Agreement) amend or
terminate the Offer if, on or before the Expiration Date:"
<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.
FSA Acquisition Corp.
By: /s/ Stephen Joynt
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Name: Stephen Joynt
Title: President
April 4, 2000
