sctovi
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
INCO LIMITED
(Name of Subject Company (Issuer))
INCO LIMITED
(Name of Filing Person (Issuer and Offeror))
Liquid Yield
Optiontm
Notes due March 29, 2021
Convertible Debentures due 2023
31/2% Subordinated
Convertible Debentures due 2052
(Title of Class of Securities)
453258 AL 9, 453258 AM 7
453258 AS 4, 453258 AT 2
453258 AR 6
(CUSIP Numbers of Class of Securities)
Simon A. Fish, Esq.
Executive Vice-President, General Counsel &
Secretary
145 King Street West, Suite 1500,
Toronto, Ontario M5H 4B7
(416) 361-7511
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing
person)
with copy to:
Donald R. Crawshaw, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
CALCULATION OF FILING FEE
| |
|
|
|
Transaction Valuation*: $61,307,682 |
|
Amount of Filing Fee**: $6,560 |
|
|
| * |
Calculated solely for purposes of determining the filing fee.
The amount assumes that up to $19,187,000 amount payable at
maturity of Liquid Yield
Optiontm
Notes are purchased at a price of $632.02 (this price includes
accrued and unpaid interest up to the change in control purchase
date), per $1,000 amount payable at maturity; up to $4,699,000
amount payable at maturity of Convertible Debentures due 2023
are purchased at a price of $931.44 (this price includes all
accrued and unpaid interest up to the change in control purchase
date), per $1,000 amount payable at maturity and up to
$44,326,000 principal amount of
31/2% Subordinated
Convertible Debentures due 2052 are purchased at a price of
$1,010.79 (this price includes accrued and unpaid interest up to
the change in control purchase date) per $1,000 principal amount. |
| |
| ** |
The amount of the filing fee was calculated in accordance with
Rule 0-11 of the
Securities Exchange Act of 1934, as amended, and equals $107.00
for each $1,000,000 of the value of the transaction. |
|
|
| o |
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: Not applicable |
| |
Filing Party: Not applicable |
| |
Form or Registration No.: Not applicable |
| |
Date Filed: Not applicable |
|
|
| o |
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 this statement relates:
|
|
| |
o third-party
tender offer subject to
Rule 14d-1 |
| |
þ issuer tender
offer subject to
Rule 13e-4 |
| |
o going-private
transaction subject to Rule
13e-3. |
| |
o amendment to
Schedule 13D under Rule
13d-2. |
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO
(“Schedule TO”) is filed by Inco Limited, a
corporation existing under the laws of Canada (the
“Company”), and relates to the offer by the Company to
purchase the Liquid Yield
Optiontm
Notes due March 29, 2021 (“LYONs”), Convertible
Debentures due 2023 (“2023 Debentures”) and
31/2% Subordinated
Convertible Debentures due 2052 (“2052 Debentures”) of
the Company (collectively, the “Securities”). The
offer is made upon the terms and subject to the conditions set
forth in the Indentures (as defined below), the Notice of Change
in Control and Offer to Purchase, dated November 13, 2006
filed herewith as Exhibit (a)(1)(A) (as it may be
supplemented or amended from time to time, the “Offer to
Purchase”), the Securities and the related offer materials
filed as Exhibits (a)(1)(B) and (a)(1)(C) to this
Schedule TO (which Offer to Purchase and related offer
materials, as amended or supplemented from time to time,
collectively constitute the “Offer”).
The LYONs were issued pursuant to the Indenture dated as of
March 29, 2001(the “LYONS Indenture”), between
the Company and The Bank of New York, as trustee.
The 2023 Debentures were issued pursuant to the Indenture dated
as of March 7, 2003 (the “2023 Indenture”),
between the Company and The Bank of New York, as trustee, as
supplemented by the First Supplemental Indenture dated as of
March 7, 2003 (the “2023 First Supplemental
Indenture”), between the Company and The Bank of New York,
as trustee.
The 2052 Debentures were issued pursuant to the Indenture dated
as of March 7, 2003 (the “2052 Indenture”),
between the Company and The Bank of New York, as trustee, as
supplemented by the First Supplemental Indenture dated as of
March 7, 2003 (the “2052 First Supplemental
Indenture”), between the Company and The Bank of New York,
as trustee.
The Offer will expire at 5:00 p.m., New York City time, on
January 5, 2007. This Schedule TO is intended to
satisfy the disclosure requirements of
Rule 13e-4(c)(2)
under the Securities Exchange Act of 1934, as amended.
Items 1 through 9.
The Company is the issuer of the Securities and the Company is
offering to purchase all of the Securities tendered by the
holders and not withdrawn, under the terms and subject to the
conditions set forth in the LYONs Indenture, the 2023 First
Supplemental Indenture and the 2052 First Supplemental
Indenture, as applicable, and the Offer to Purchase, the
Securities and the related offer materials filed as
Exhibits (a)(1)(B) and (a)(1)(C). The Securities are
currently convertible into the Company’s common shares,
subject to the Company’s right to elect at its option to
deliver cash in lieu thereof and, in the case of the 2023
Debentures and 2052 Debentures, the conditions to conversion set
forth in the applicable Indenture.
The Company maintains its registered and principal executive
offices at 145 King Street West, Suite 1500, Toronto,
Ontario, Canada M5H 4B7, and its telephone number is
416-361-7511.
As permitted by General Instruction F to Schedule TO,
all of the information set forth in the Offer to Purchase is
incorporated by reference into this Schedule TO.
|
|
| Item 10. |
Financial Statements. |
(a) The Company believes that its consolidated financial
condition is not material to a holder’s decision whether to
surrender the Securities for sale to the Company because the
consideration being paid to holders surrendering Securities
consists solely of cash, the Offer is not subject to any
financing conditions, and the Offer applies to all outstanding
Securities.
(b) Not applicable.
|
|
| Item 11. |
Additional Information. |
(a) Not applicable.
(b) Not applicable.
| |
|
|
|
|
| |
(a)(1)(A) |
|
|
Offer to Purchase, dated November 13, 2006. |
| |
(a)(1)(B) |
|
|
Form of Purchase Notice. |
| |
(a)(1)(C) |
|
|
Form of Notice of Withdrawal. |
| |
(a)(5) |
|
|
Summary Advertisement. |
| |
(d)(1) |
|
|
LYONs Indenture, incorporated by reference to Exhibit 7.1
to Form F-10 regarding the LYONs filed by the Company on
May 8, 2001. |
| |
(d)(2) |
|
|
2023 Indenture, incorporated by reference to Exhibit 7.1 to
Form F-10 regarding the 2023 Debentures filed by the
Company on April 22, 2003. |
| |
(d)(3) |
|
|
2023 First Supplemental Indenture, incorporated by reference to
Exhibit 7.2 to Form F-10 regarding the 2023 Debentures
filed by the Company on April 22, 2003. |
| |
(d)(4) |
|
|
2052 Indenture, incorporated by reference to Exhibit 7.1 to
Form F-10 regarding the 2052 Debentures filed by the
Company on April 22, 2003. |
| |
(d)(5) |
|
|
2052 First Supplemental Indenture, incorporated by reference to
Exhibit 7.2 to Form F-10 regarding the 2052 Debentures
filed by the Company on April 22, 2003. |
|
|
| Item 13. |
Information Required by
Schedule 13E-3. |
Not applicable.
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.
|
|
| |
|
| |
Name: Simon A. Fish, Esq. |
|
|
|
| |
Title: |
Executive Vice-President, General
Counsel & Secretary |
Date: November 13, 2006
EXHIBIT INDEX
| |
|
|
|
|
| |
(a)(1)(A) |
|
|
Offer to Purchase, dated November 13, 2006. |
| |
(a)(1)(B) |
|
|
Form of Purchase Notice. |
| |
(a)(1)(C) |
|
|
Form of Notice of Withdrawal. |
| |
(a)(5) |
|
|
Summary Advertisement. |
| |
(d)(1) |
|
|
LYONs Indenture, incorporated by reference to Exhibit 7.1
to Form F-10 regarding the LYONs filed by the Company on
May 8, 2001. |
| |
(d)(2) |
|
|
2023 Indenture, incorporated by reference to Exhibit 7.1 to
Form F-10 regarding the 2023 Debentures filed by the
Company on April 22, 2003. |
| |
(d)(3) |
|
|
2023 First Supplemental Indenture, incorporated by reference to
Exhibit 7.2 to Form F-10 regarding the 2023 Debentures
filed by the Company on April 22, 2003. |
| |
(d)(4) |
|
|
2052 Indenture, incorporated by reference to Exhibit 7.1 to
Form F-10 regarding the 2052 Debentures filed by the
Company on April 22, 2003. |
| |
(d)(5) |
|
|
2052 First Supplemental Indenture, incorporated by reference to
Exhibit 7.2 to Form F-10 regarding the 2052 Debentures
filed by the Company on April 22, 2003. |