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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. 4)
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 Road
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**
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$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.
[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 [ ] amendment to Schedule 13D
to Rule 13e-4. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
Amendment No. 4 to Schedule TO
This Amendment No. 4 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 information as detailed under such Items.
"The Offer expired at 12:00 midnight, New York City time, on
Wednesday, July 11, 2001. Based upon information provided by the Depositary
to Parent, as of July 11, 2001, a total of 36,510,424 Shares (including
4,645,316 Shares tendered pursuant to guaranteed delivery procedures),
representing approximately 89.12% of the outstanding Shares, have been
validly tendered and not withdrawn pursuant to the Offer. Parent and Sub
have accepted for prompt payment all Shares validly tendered pursuant to
the Offer."
"On July 12, 2001, Parent issued a press release announcing the
results of the initial offering and announcing that a subsequent offering
period for the Offer would commence immediately and expire on Wednesday,
July 18, 2001 at 5:00 p.m. New York City Time. During the subsequent
offering period, Shares will be accepted and promptly paid for as they are
tendered. The same $2.60 per Share paid during the initial offering period
will be paid during the subsequent offering period. Shares tendered during
the initial offering period and the subsequent offering period may not be
withdrawn. The full text of the press release issued by Parent is attached
hereto as Exhibit (a)(5)(iii) and is incorporated herein by reference."
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented to include
the following:
"(a)(5)(iii) Press Release issued by Parent, dated July 12, 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
--------------------------------
Name: Richard J. Poulton
--------------------------------
Title: CHIEF FINANCIAL OFFICER
--------------------------------
UNITED NEWVENTURES, INC.
By: /s/ RICHARD J. POULTON
--------------------------------
Name: Richard J. Poulton
--------------------------------
Title: CHIEF FINANCIAL OFFICER
--------------------------------
Dated: July 12, 2001
EXHIBIT INDEX
(a)(5)(iii) Press Release issued by Parent, dated July 12, 2001.
Worldwide Communications Contact:
Media Relations: 847.700.5538
Evenings/Weekends: 847.700.4088
UNITED NEWVENTURES CLOSES SUCCESSFUL INITIAL OFFERING PERIOD
AND PROVIDES FOR SUBSEQUENT OFFERING PERIOD IN ITS CASH TENDER
OFFER FOR MYPOINTS.COM
For Immediate Release
CHICAGO, Ill., July 12, 2001 -- United NewVentures, Inc., a wholly
owned subsidiary of UAL Corporation (NYSE: UAL) responsible for United
Airlines' Internet initiatives and investments, announced today that at the
expiration of the initial offering period yesterday for all outstanding
shares of common stock of MyPoints.com, Inc. (Nasdaq: MYPT), its wholly
owned subsidiary UNV Acquisition Corp. accepted for purchase all shares
validly tendered and not withdrawn prior to the expiration of the offer at
the price of $2.60 per share in cash.
Based on preliminary information provided by Computershare Trust
Company of New York, the depositary for the tender offer, prior to the
expiration of the initial offering period at 12:00 midnight, July 11, 2001,
approximately 36,510,424 shares of MyPoints.com common stock were tendered
(including 4,645,316 shares tendered pursuant to procedures for guaranteed
delivery) out of approximately 40,967,027 shares currently outstanding, or
approximately 89.12% of all outstanding shares.
United NewVentures also announced that UNV Acquisition Corp. has
elected to provide for a subsequent offering period of five business days,
commencing immediately, with a scheduled expiration of 5:00 p.m., New York
City time, on Wednesday, July 18, 2001. All shares properly tendered during
the subsequent offering period will be accepted, and tendering stockholders
shall receive the same price of $2.60 per share in cash. No shares tendered
in the initial offering period or in the subsequent offering period may be
withdrawn after tender.
Shares properly tendered during the subsequent offering period
will be immediately accepted and promptly paid after such acceptance.
Payment for shares tendered during the initial offering period and accepted
will be made as promptly as practicable and, in the case of shares tendered
by guaranteed delivery procedures, promptly after timely delivery of shares
and required documentation. None of the conditions of the United
NewVentures tender offer that applied to the initial offering period will
apply to the subsequent offering period.
If UNV Acquisition Corp. acquires, through the initial tender
offer and the subsequent offering period, at least 90% of the total
outstanding shares of MyPoints.com, UNV Acquisition Corp. intends to effect
a "short-form" merger under Delaware law without action by any other
stockholder. If UNV Acquisition Corp. does not acquire the shares necessary
to reach the 90% level following all subsequent offerings, it intends to
seek approval of a merger by a vote of stockholders held at a duly noticed
meeting, where it will be able to approve the merger without the vote of
any other stockholder. On the consummation of either a short-form or other
merger, each remaining share of MyPoints.com's stock will be converted into
the right to received $2.60 in cash and MyPoints.com will become a wholly
owned subsidiary of United NewVentures.
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.