SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 7 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ROGERS WIRELESS COMMUNICATIONS INC.
(Name of Subject Company (issuer))
ROGERS COMMUNICATIONS INC.
RWCI ACQUISITION INC.,
(Names of Filing Persons (offerors))
ROGERS WIRELESS COMMUNICATIONS INC.
(Name of Filing Person (subject company in a 13E-3 transaction))
CLASS B RESTRICTED VOTING SHARES
(Title of Class of Securities)
775102205
(CUSIP Number of Class of Securities)
(Name, Address and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)
DAVID P. MILLER, ESQ.
ROGERS WIRELESS COMMUNICATIONS INC.
ONE MOUNT PLEASANT ROAD
16TH FLOOR
TORONTO, ONTARIO M4Y 275
CANADA
WITH A COPY TO:
JOHN T. GAFFNEY, ESQ.
CRAVATH, SWAINE & MOORE LLP
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK
10019-7475
January 4, 2005
CALCULATION OF FILING FEE
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TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2)(3)
US$715,462,248 US$90,636
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(1) Estimated solely for the purpose of calculating the filing fee pursuant to
Rule 0-11(d) and 0-11(a)(4) of the Securities Exchange Act of 1934, as
amended, the filing fee was calculated based on (a) the product of (i)
US$41.59, which is the average of the high and low sale prices per registered
share of Class B Restricted Voting Shares of Rogers Wireless Communications
Inc. ("RWCI") as reported on the Toronto Stock Exchange on November 30, 2004,
converted into U.S. dollars at the noon buying rate in New York City for
Canadian Dollars on such date of Cdn.$1.1902 = US$1.00 as certified for
customs purposes by the Federal Reserve Bank of New York on such date, and
(ii) 17,202,747, which is the estimated number of outstanding RWCI Class B
Restricted Voting Shares not owned by Rogers Communications Inc. and its
subsidiaries (assuming full conversion of all outstanding exercisable options
for RWCI Class B Restricted Voting Shares).
(2) The amount of the filing fee is calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended.
(3) Previously paid. A registration fee of US$90,454 was previously paid in
connection with the initial filing of the Registration Statement on Form F-10
filed on November 26, 2004. A registration fee of US$182 was previously paid
in connection with the filing of the an amendment to a Registration Statement
on Form F-10/A filed on December 15, 2004.
[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.
(i) Amount Previously Paid: US$90,454
Form or Registration No.: Form F-10
Filing Party: Rogers Communications Inc.
Date Filed: November 26, 2004
(ii) Amount Previously Paid: US$182
Form or Registration No.: Form F-10/A
Filing Party: Rogers Communications Inc.
Date Filed: December 15,2004
[ ] 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.
[X] 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: [X]
This Amendment (this "Amendment") is the final amendment to the joint
Schedule TO-T and Schedule 13E-3 filed by Rogers Communications Inc. ("RCI"),
a British Columbia corporation, RWCI Acquisition Inc., a British Columbia
corporation and a wholly owned subsidiary of RCI ("RCI Subco") and Rogers
Wireless Communications Inc., a Canadian corporation with the U.S. Securities
and Exchange Commission (the "SEC") on November 26, 2004 (as amended on
December 15, 2004 and December 21, 2004, the "Schedule TO-T/13E-3").
The Schedule TO-T/13E-3 relates to the offers to purchase all the
outstanding Class B Restricted Voting Shares of Rogers Wireless Communications
Inc. not owned by RCI and its affiliates in exchange for 1.75 RCI Class B
Non-Voting Shares (the "Offer").
ITEM 6. PURPOSE OF THE TRANSACTION AND PLANS AND PROPOSALS;
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY;
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 6 and Item 8 are hereby amended by adding thereto the following:
The offering period in respect of the Offer expired at midnight
(local time) on December 30, 2004. Prior to the expiry time, 14,991,077 RWCI
Restricted Voting Shares were validly tendered in the offer and not properly
withdrawn. This represents approximately 93.5% of the total number of
outstanding RWCI Restricted Voting Shares not owned by the Offerors. The
Offerors have taken up and accepted for payment all of the RWCI Restricted
Voting Shares validly tendered to the offer and not withdrawn prior to the
expiry time, and as a result, RCI and its affiliates now own 79,902,893 RWCI
Restricted Voting Shares, representing approximately 98.7% of the RWCI
Restricted Voting Shares outstanding, and 62,820,371 RWCI Class A Multiple
Voting Shares, representing 100% of the RWCI Class A Multiple Voting Shares
outstanding.
All remaining RWCI Restricted Voting Shares not tendered in the Offer
have been acquired by the Offerors pursuant to a compulsory acquisition under
the laws of Canada. As a result of the compulsory acquisition, Rogers Wireless
Communications Inc. is now a wholly owned subsidiary of Rogers Communications
Inc.
ITEM 12. EXHIBITS
Item 12 is hereby amended by adding thereto the following:
(a)(1)(S) Press release issued by Rogers Communications Inc. and
Rogers Wireless Communications Inc., dated December 31,
2004.
1
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.
SCHEDULE TO, SCHEDULE 13D/A and
SCHEDULE 13E-3
ROGERS COMMUNICATIONS INC.
by /s/ Graeme McPhail
------------------------------------------------
Name: Graeme McPhail
Title: Vice President, Associate General Counsel
RWCI ACQUISITION INC.
by /s/ Graeme McPhail
------------------------------------------------
Name: Graeme McPhail
Title: Vice President, Associate General Counsel
SCHEDULE 13E-3
ROGERS WIRELESS COMMUNICATIONS INC.
by /s/ Graeme McPhail
------------------------------------------------
Name: Graeme McPhail
Title: Vice President, Associate General Counsel
Dated: January 4, 2005
Exhibit Index
Exhibit No. Description
(a)(1)(S) Press release issued by Rogers Communications Inc. and
Rogers Wireless Communications Inc., dated December 31,
2004.