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
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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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