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. 1)
Duff & Phelps Credit Rating Co. (Issuer)
(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
(Title of Class of Securities)
26432F109
(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 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**
---------------------- ----------------------
$527,400,000 $105,480
* 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) 1,055,705 options to acquire Shares with an
exercise price at less than $100.00 under Duff & Phelps Credit Rating
Co. 1994 Long-Term Stock Incentive Plan with an aggregate value of
$63,587,900.00. 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 (A) 1,055,705 Shares which are subject to
options to purchase Shares with an exercise price of less than $100.00
per Share and (B) the difference between $100.00 per Share and the
exercise price per Share of such options.
** 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. 1 TO SCHEDULE TO
This Amendment No. 1 amends and supplements the Schedule TO filed with the
Securities Exchange Commission on March 15, 2000 (the "Schedule TO") by FSA
Acquisition Corp, a Delaware corporation ("Purchaser") and an indirect wholly
owned subsidiary of Fimalac S.A., a French societe anonyme ("Parent"), 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) a copy of the press release, dated March 24, 2000, announcing the
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act is attached hereto as Exhibit (a)(1)(I) and is
incorporated by reference.
(2) the response to Item 12 is amended to add the following exhibit:
"(a)(1)(I) Press Release dated March 24, 2000"
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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
March 24, 2000
<PAGE>
4
EXHIBIT INDEX
The following item (a)(1)(I) is hereby added to the Exhibit Index:
EXHIBIT NUMBER DESCRIPTION
(a)(1)(I) Press Release dated March 24, 2000
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FITCH IBCA AND DUFF & PHELPS CREDIT RATING CO. ANNOUNCE
TERMINATION OF THE HART-SCOTT-RODINO WAITING PERIOD IN
CONNECTION WITH ITS PENDING ACQUISITION
OF DUFF & PHELPS CREDIT RATING CO.
New York, New York, March 24, 2000 - Fitch IBCA and Duff & Phelps Credit Rating
Co. (NYSE: DCR) announced today that the request for early termination of the
15-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in
connection with the pending acquisition of Duff & Phelps Credit Rating Co. was
granted by the Federal Trade Commission on Thursday, March 23, 2000.
As previously announced, Fitch IBCA, a subsidiary of FIMALAC S.A., a
diversified French operating company, and Duff & Phelps Credit Rating Co.
entered into a definitive merger agreement pursuant to which a subsidiary of
Fitch IBCA commenced a tender offer to acquire all outstanding shares of common
stock of Duff & Phelps Credit Rating Co. for $100.00 per share in cash, for a
total price of $528 million. The acquisition will be completed through a cash
tender offer, followed by a cash merger. The tender offer is scheduled to expire
at 12:00 midnight, New York City time, on Tuesday, April 11, 2000, unless
extended.
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; at Duff
& Phelps, Phil Maffei or John Teall at (212) 908-0200.
THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF
AN OFFER TO SELL ANY SECURITIES. THE COMPLETE TERMS AND CONDITIONS OF THIS
TENDER OFFER ARE SET FORTH IN AN OFFER TO PURCHASE AND RELATED LETTER OF
TRANSMITTAL WHICH HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
