As filed with the Securities and Exchange Commission on March 12, 2003
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UNITED STATES 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. 1)
MULTEX.COM, INC.
(Name of Subject Company (Issuer))
PROTON ACQUISITION CORPORATION
An Indirect Wholly Owned Subsidiary of
REUTERS GROUP PLC
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
CUSIP 625367 10 7
(CUSIP Number of Class of Securities)
Reuters America Inc.
The Reuters Building
3 Times Square -- 20th Floor
New York, New York 10036
Attn: General Counsel
(646) 223-4000
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
With copies to:
John Evangelakos
Stephen M. Kotran
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004-2498
(212) 558-4000
Calculation of Filing Fee
TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)
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$237,908,688 $19,275
(1) For purposes of calculating fee only. This amount is based upon (a) the
maximum number of shares of Multex Common Stock to be purchased pursuant to
the Offer and (b) the price offered per share of Multex Common Stock.
(2) The amount of the filing fee, calculated in accordance with Section 14(g)(3)
of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
No. 11 issued by the Securities and Exchange Commission on February 21,
2003, equals $80.90 per million dollars of the 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: $19,275
Form or Registration No.: 005-58363
Filing Party: Reuters Group PLC
Proton Acquisition Corporation
Date Filed: February 26, 2003
[ ] 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.
[X] 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: [ ]
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This Amendment No. 1 to the Tender Offer Statement on Schedule TO amends and
supplements the Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission on February 26, 2003 (the "Schedule TO"), by Reuters
Group PLC, a public limited company organized under the laws of England and
Wales ("Reuters"), and Proton Acquisition Corporation, a Delaware corporation
and an indirect wholly owned subsidiary of Reuters ("Purchaser"), relating to
the offer by Purchaser to purchase all the outstanding shares of common stock,
par value $0.01 per share (the "Multex Common Stock"), of Multex.com, Inc., a
Delaware corporation ("Multex"), at a purchase price of $7.35 per share of
Multex Common Stock, net to the seller in cash, without interest thereon, in
accordance with the terms and conditions of the Amended and Restated Agreement
and Plan of Merger, dated as of February 24, 2003, among Reuters, Purchaser and
Multex, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated February 26, 2003, and in the related Letter of Transmittal.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Schedule TO.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented to include the
following as the final paragraph of "THE TENDER OFFER -- Certain Legal Matters"
of the Offer to Purchase:
The applicable waiting period under the HSR Act expired at 11:59 p.m., New
York City time, on March 11, 2003.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented to include the
following as an exhibit:
(d)(4) Letter Agreement, dated March 11, 2003, among
Reuters, Purchaser and Mr. Isaak Karaev.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 5(e) of Schedule 13e-3 in Item 13 of the Schedule TO is hereby amended
and supplemented to include the following as the final paragraph of
"INTRODUCTION" and "SPECIAL FACTORS -- The Merger Agreement; The Tender
Agreement and The Employment Agreement" of the Offer to Purchase:
On March 11, 2003, Reuters, Purchaser and Mr. Karaev entered into a letter
agreement (the "Letter Agreement"). THE FOLLOWING IS A SUMMARY OF CERTAIN
PROVISIONS OF THE LETTER AGREEMENT. THIS SUMMARY IS NOT A COMPLETE DESCRIPTION
OF THE TERMS AND CONDITIONS OF THE LETTER AGREEMENT AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE LETTER AGREEMENT WHICH IS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION AS AN EXHIBIT TO THE SCHEDULE TO AND
IS
INCORPORATED IN THIS OFFER TO PURCHASE BY REFERENCE.
Pursuant to the Letter Agreement and subject to its terms, Reuters and
Purchaser waived certain provisions of the Tender Agreement in order to permit
Mr. Karaev to transfer, pledge or assign up to 20,000 of his shares of Multex
Common Stock; provided that such transfer, pledge or assignment (1) is a (or
more than one) "charitable contribution" as such term is defined in Section 170
of the Internal Revenue Code of 1986, as amended, and (2) is a gift/donation by
Mr. Karaev for which no consideration is received by him, any member of his
family or any of his affiliates. In addition, Mr. Karaev agreed that, and
Reuters' and Purchaser's waiver shall only be effective if, any filing made with
any court, arbitral tribunal, administrative agency or commission (including any
Statement of Changes in Beneficial Ownership of Securities on Form 4 filed with
the Securities and Exchange Commission) or other governmental or other
regulatory authority or agency, foreign or domestic, in connection with such
transfer, pledge or assignment, shall clearly indicate that such transfer,
pledge or assignment was (1) in its entirety a "charitable contribution" and (2)
a gift/donation made by Mr. Karaev for which no consideration was received by
him, any member of his family or any of his affiliates.
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.
REUTERS GROUP PLC
By: /s/ ERIC LINT
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Name: Eric Lint
Title: Attorney in Fact
PROTON ACQUISITION CORPORATION
By: /s/ ERIC LINT
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Name: Eric Lint
Title: Vice President
Date: March 12, 2003
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(d)(4) Letter Agreement, dated March 11, 2003, among Reuters Group
PLC, Proton Acquisition Corporation and Mr. Isaak Karaev.