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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
MYPOINTS.COM, INC.
(Name of Subject Company (Issuer))
UNV ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
UNITED NEWVENTURES, INC.
(Name of Filing Persons (Offeror))
Common Stock, Par Value $.001 Per Share
Rights to Purchase Series A Participating Preferred Stock
(Title of Class of Securities)
62855T102
(CUSIP Number of Class of Securities)
Francesca M. Maher
Senior Vice President, General
Counsel and Secretary
UAL Corporation
1200 E. Algonquin Rd.
Elk Grove Township, IL 60007
(847) 700-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person(s))
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
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Transaction Valuation* Amount of Filing Fee
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- --------------------------------------------------------------------------------
$105,968,405 $21,194
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* Estimated for purposes of calculating the amount of the filing fee only.
This calculation assumes (a) 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 by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $21,194.00 Filing Party: United NewVentures, Inc.
and UNV Acquisition Corp.
Form or Registration No.: Schedule TO 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 to designate any transactions to which this
statement relates:
[X] third party tender offer [ ] going-private transaction
subject to Rule 14d-1 subject to Rule 13e-3
[ ] issuer tender offer [ ] amendment to Schedule 13D
subject 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: [ ]
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Amendment No. 1 to Schedule TO
This Amendment No. 1 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 a wholly owned subsidiary of Parent relating to the tender offer (the
"Offer") by Sub to purchase all of the Shares of the Company, 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 (the "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
Item 11 of the Schedule TO is hereby amended and supplemented to include the
following:
"On June 18, 2001, Parent and the Company were notified that the
Federal Trade Commission granted early termination of the waiting period under
the HSR Act applicable to the Offer. Parent issued a press release announcing
the early termination of the waiting period under the HSR Act, a copy of which
is attached hereto as Exhibit (a)(5)(ii) 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)(ii) Press Release issued by Parent, dated June 20, 2001."
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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.
UNV ACQUISITION CORP.
By: /s/ Douglas A. Hacker
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Name: Douglas A. Hacker
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Title: President
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UNITED NEWVENTURES, INC.
By: /s/ Douglas A. Hacker
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Name: Douglas A. Hacker
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Title: President
--------------------------------------------
Dated: June 20, 2001
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EXHIBIT INDEX
(a)(5)(ii) Press Release issued by Parent, dated June 20, 2001.
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News Release
Worldwide Communications Contact:
Media Relations: 847.700.5538
Evenings/Weekends: 847.700.4088
Contact:
Chris Brathwaite: 847.700.2278
UNITED NEWVENTURES' PROPOSED ACQUISITION OF
MYPOINTS.COM CLEARS ANTI-TRUST HURDLE
For Immediate Release
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CHICAGO, Ill., June 20, 2001 -- United NewVentures, a wholly owned subsidiary of
UAL Corporation (NYSE: UAL) responsible for United Airlines' Internet
initiatives and investments, and MyPoints.com (NASDAQ: MYPT), today announced
that one of the conditions of the tender offer has been satisfied.
Early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, has been granted for United
NewVentures' pending acquisition of MyPoints.com.
As previously announced, United NewVentures, through a subsidiary, has
commenced a cash tender offer to purchase all outstanding shares of common stock
of MyPoints.com for $2.60 per share. The tender offer is currently scheduled to
expire at 12:00 midnight, New York City time, on Wednesday, July 11, 2001.
About United Airlines
United Airlines offers nearly 2,300 flights a day on a network that
spans the globe. United's Web site is www.united.com.
-more-
United NewVentures Proposed Acquisition of MyPoints.Com
Clears Anti-Trust Hurdle
June 20, 2001
About United NewVentures
United NewVentures, founded in October 2000, is a wholly owned
subsidiary of UAL Corp. that was created to focus the airline's Internet
initiatives and investments into one company. United NewVentures provides
United's customers with the latest technologies and services for their business
and leisure travel needs. These services are provided in part through
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.
About MyPoints.com
MyPoints.com is a leading provider of Internet direct marketing and
membership services. The Company's flagship MyPoints(R) Program features a True
Opt-in(R) 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.corp.mypoints.com.
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