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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE TO
Tender offer statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
MyPoints.com, Inc.
(Name of Subject Company (issuer))
UNV ACQUISITION Corp.
a Wholly Owned Subsidiary of
UNITED NEWVENTURES, INC.
(Names of Filing Persons (offerors))
Common Stock, Par Value $.001 Per Share
62855T102
(CUSIP Number)
Francesca M. Maher
Senior Vice President, General Counsel and Secretary
UAL Corporation
1200 E. Algonquin Rd.
Elk Grove Township, Illinois 60007
(847) 700-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Elizabeth A. Raymond
Marc F. Sperber
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
(312) 782-0600
CALCULATION OF FILING FEE
===============================================================================
Transaction Valuation* Amount of Filing Fee**
- --------------------------------------------------------------------------------
$105,968,405.00 $21,194.00
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*Estimated for purposes of calculating the amount of the filing fee only. This
calculation assumes the purchase of all of the issued and outstanding shares of
common stock, par value $.001 per share of MyPoints.com, Inc., a Delaware
corporation (the "Company"), together with the associated preferred stock
purchase rights issued pursuant to the Preferred Stock Rights Agreement, dated
as of December 13, 2000, between the Company and Wells Fargo Shareholder
Services, as rights agent (the "Shares") at a price per Share of $2.60 in cash.
As of June 1, 2001, based on the Company's representation of its capitalization
as of such date, there were 40,757,079 Shares outstanding.
**The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, equals 1/50th of one percent of the value of
the Shares proposed to be acquired.
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[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 registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $21,194.00
Form or Registration No.: Schedule TO
Fling Party: United NewVentures, Inc. and UNV Acquisition Corp.
Date Filed: June 13, 2001
[ ] 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 [ ] going-private transaction
subject to Rule 14d-1. subject to Rule 13e-3.
[ ] issuer tender offer
subject to Rule 13e-4. [ ] 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]
Amendment No. 5 to Schedule TO
This Amendment No. 5 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed initially with the Securities and
Exchange Commission on June 13, 2001 by United NewVentures, Inc., a Delaware
corporation ("Parent"), and UNV Acquisition Corp., a Delaware corporation
("Sub") and wholly owned subsidiary of Parent, relating to the tender offer (the
"Offer") by Sub to purchase all of the Shares at a price per Share of $2.60 (the
"Offer Price"), net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated June 13,
2001 (the "Offer to Purchase") and in the related Letter of Transmittal (which,
together with the Offer to Purchase, as each may be amended or supplemented from
time to time, collectively constitute the "Offer"), copies of which were filed
as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO. Terms
not otherwise defined shall have the meanings assigned to such terms in the
Offer to Purchase or in the Schedule TO.
ITEM 11. Additional Information
Items 1, 4, 8 and 11 of the Schedule TO are hereby amended and supplemented to
include the following:
"The subsequent offering expired at 5:00 p.m., New York City time, on
Wednesday, July 18, 2001. Based upon information provided by the Depositary to
Parent, as of July 18, 2001, a total of 37,098,463 Shares, representing
approximately 90.3% of the outstanding Shares have been validly tendered
pursuant to the Offer. Parent and Sub have accepted for prompt payment all
Shares validly tendered pursuant to the Offer and subsequent offering. On July
19, 2001, Parent issued a press release announcing the expiration of the
subsequent offering and the acceptance of all validly tendered Shares, a copy of
which is attached hereto as Exhibit (a)(5)(iv) and is incorporated herein by
reference."
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ITEM 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following:
"(a)(5)(iv) Press Release issued by Parent, dated July 19, 2001."
SIGNATURES
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.
UNV ACQUISITION CORP.
By: /s/ RICHARD J. POULTON
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Name: Richard J. Poulton
Title: CHIEF FINANCIAL OFFICER &
Treasurer
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UNITED NEWVENTURES, INC.
By: /s/ RICHARD J. PULTON
-----------------------------------------------
Name: Richard J. Poulton
Title: CHIEF FINANCIAL OFFICER &
Treasurer
Dated: July 19, 2001
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EXHIBIT INDEX
(a)(5)(iv) Press Release issued by Parent, dated July 19, 2001.
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Worldwide Communications Contact:
Media Relations: 847-700-5538
Evenings/Weekends: 847-700-4088
FOR IMMEDIATE RELEASE
UNITED NEWVENTURES, INC. SUCCESSFULLY COMPLETES
MYPOINTS.COM, INC. TENDER OFFER
ELK GROVE TOWNSHIP, Illinois, July 19, 2001 - United NewVentures, a
wholly owned subsidiary of UAL Corporation (NYSE: UAL) responsible for United
Airlines' Internet initiatives and investments, announced today that it has
successfully completed its cash tender offer to purchase all outstanding shares
of MyPoints.com, Inc. (NASDAQ: MYPT).
Based on information provided by Computershare Trust Company of New
York, acting as Depositary for the Offer, 37,098,463 shares of MyPoints.com,
representing approximately 90.3% of all outstanding shares, were validly
tendered as of 5:00 p.m., EDT, on July 18, 2001, the expiration date of the
subsequent offering period of the tender offer, all of which were accepted by
UNV Acquisition Corp., a wholly owned subsidiary of United NewVentures.
United NewVentures will acquire the remaining shares of MyPoints.com
through a merger in which each share of MyPoints.com common stock will be
converted into the right to receive $2.60 in cash, the same consideration paid
for shares in the tender offer, subject to dissenters' rights.
MyPoints.com, Inc. is a leading provider of internet direct marketing
services. The Company's flagship MyPoints( program features a True Opt-in(
database of members and provides advertisers with an integrated suite of
targeted media products--including HTML-enhanced email and dynamically-served
Web offers. The Company has sales offices in cities nationwide. For detailed
product information please call 1-800-890-9351, 212-699-8050, ext. 7702 from
outside North America, or visit MyPoints.com at http://www.corpmypoints.com.
United NewVentures, founded in October 2000, is a wholly owned
subsidiary of UAL Corp. that was created to focus United Airlines internet
initiatives and investments into one company. United NewVentures provides United
Airlines' customers with the latest technologies and services for their business
and leisure travel needs. These services are provided in part through
www.united.com, the official Web site for United Airlines, which allows
passengers to research flight, schedule and fare information and purchase travel
on over 500 airlines worldwide.