SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO-T/A
TENDER OFFER STATEMENT UNDER SECTION
14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
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LIQUENT, INC. (FORMERLY KNOWN AS ESPS, INC.)
(NAME OF SUBJECT COMPANY)
FLUID ACQUISITION CORP.
(NAME OF PURCHASER)
INFORMATION HOLDINGS INC.
(NAME OF FILING PERSON -- OFFEROR)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
269129102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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VINCENT A. CHIPPARI
INFORMATION HOLDINGS INC.
2777 SUMMER STREET
STAMFORD, CT 06905
TELEPHONE: (203) 961-9106
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
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COPY TO:
STEVEN J. GARTNER, ESQ.
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019-6099
TELEPHONE: (212) 728-8000
CALCULATION OF FILING FEE
=============================================================================
Transaction Valuation* Amount of Filing Fee
-----------------------------------------------------------------------------
$45,125,798 $9,026
=============================================================================
*Estimated for purposes of calculating the amount of filing fee only. The amount
assumes the purchase of 17,988,695 shares of common stock, par value $.001 per
share (the "Shares"), at a price per Share of $2.27 in cash, as well as
1,890,511 Shares subject to options at an exercise price of less than $2.27.
Such number of Shares represents all of the Shares outstanding as of November
13, 2001.
|X| Check 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: $9,026 Filing party: Information Holdings Inc.
Form or Registration No.: 005-58303 Date Filed: November 21, 2001
| | 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.
| | 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. | |
Page 1 of 4 Pages
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO-T filed with the Securities and Exchange Commission on November
19, 2001 (the "Schedule TO") by Information Holdings Inc., a Delaware
corporation ("Parent"), and Fluid Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly owned subsidiary of Parent, with respect to the offer
by Purchaser to purchase all outstanding shares of common stock, par value
$0.001 per share (the "Shares"), of Liquent, Inc. (formerly known as ESPS,
Inc.), a Delaware corporation, at a purchase price of $2.27 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and in the related Letter of Transmittal. Capitalized
terms used and not defined herein have the meanings given to them in the Offer
to Purchase and the Schedule TO.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO is hereby amended and supplemented by
deleting the first sentence of the sixth paragraph of Item 1, "Terms of the
Offer," of the Offer to Purchase in its entirety and inserting the following in
replacement thereof:
"We will not purchase any tendered Shares pursuant to the
Offer unless all conditions to the Offer, other than those involving
receipt of necessary governmental approvals, are satisfied or waived by
us, in our sole discretion, prior to expiration of the Offer on the
Expiration Date. We expressly reserve the right, at any time and from
time to time prior to the expiration of the Offer on the Expiration
Date, to modify or amend the terms and conditions of the Offer in any
respect."
Item 4 of the Schedule TO is hereby further amended and supplemented
by inserting the following sentence at the end of the seventh paragraph of
Item 1, "Terms of the Offer:"
"We will not accept for payment any tendered Shares
pursuant to the Offer unless all conditions to the Offer, other than those
involving receipt of necessary governmental approvals, are satisfied or
waived by us, in our sole discretion, prior to expiration of the Offer on the
Expiration Date."
Item 4 of the Schedule TO is hereby further amended and supplemented by
amending and restating the first sentence (up to the colon) of the first
paragraph of Item 13, "Conditions of the Offer," of the Offer to Purchase in its
entirety as follows:
"Notwithstanding any other provision of the Offer but subject
to any applicable rules of the Commission, Purchaser is not required to
accept for payment or pay for any tendered Shares (and may terminate
the Offer) unless the Minimum Condition has been met and none of the
following additional events has occurred and is continuing (unless such
condition has been waived by Purchaser, in its sole discretion) at the
time of the expiration of the Offer on the Expiration Date:"
Item 4 of the Schedule TO is hereby further amended and supplemented by
amending and restating the final paragraph of Item 13, "Conditions of the
Offer," of the Offer to Purchase in its entirety as follows:
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"The foregoing conditions are for the sole benefit of
Purchaser, and may be asserted by Purchaser regardless of the
circumstances giving rise to any such conditions and may be waived by
Purchaser in whole or in part at any time prior to the expiration of
the Offer on the Expiration Date (except for conditions involving the
receipt of necessary governmental approvals, which may be asserted
and/or waived by Purchaser after such expiration of the Offer, subject
to applicable law), subject to the terms of the Merger Agreement."
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated November 21, 2001.*
(a)(2) Form of Letter of Transmittal.*
(a)(3) Form of Notice of Guaranteed Delivery.*
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) Form of Letter to Clients.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Form of Summary Advertisement dated November 21, 2001.*
(a)(8) Text of press release issued by Parent dated November 14, 2001.*
(b) None.
(c) None.
(d)(1) Agreement and Plan of Merger, dated as of November 13, 2001,
among Company, Parent and Purchaser.*
(d)(2) Stockholders Agreement, dated as of November 13, 2001, among
Parent, Purchaser and certain stockholders of the Company.*
(e) None.
(f) None.
(g) None.
(h) None.
* Previously filed
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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.
Dated: December 7, 2001
INFORMATION HOLDINGS INC.
By: /s/ VINCENT A. CHIPPARI
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Name: Vincent A. Chippari
Title: Executive Vice President and
Chief Financial Officer
FLUID ACQUISITION CORP.
By: /s/ VINCENT A. CHIPPARI
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Name: Vincent A. Chippari
Title: Vice President and Secretary
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