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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 1)
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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CELESTICA INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON)
Liquid Yield Option(TM) Notes due 2020 (Zero Coupon -- Subordinated)
(TITLE OF CLASS OF SECURITIES)
15101QAA6
(CUSIP NUMBER OF CLASS OF SECURITIES)
Kaye Scholer LLP
425 Park Avenue
New York, New York
Attention: Managing Attorney's Office
(212) 836-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON)
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COPIES TO:
Lynn Toby Fisher, Esq. I. Berl Nadler, Esq.
Joel I. Greenberg, Esq. Davies Ward Phillips & Vineberg LLP
Kaye Scholer LLP 1 First Canadian Place, Suite 4400
425 Park Avenue Toronto, Ontario
New York, New York 10022 Canada M5X 1B1
(212) 836-8000 (416) 863-0900
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CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
U.S.$352,000,000 U.S.$41,431
* Calculated solely for purposes of determining the filing fee. The purchase
price of the Liquid Yield Option(TM) Notes due 2020 (Zero Coupon-
Subordinated), as described herein, is $572.82 per $1,000 principal
amount at maturity. As of June 30, 2005, there was approximately $614.4
million in aggregate principal amount at maturity outstanding, resulting
in an aggregate maximum purchase price of approximately $352.0 million.
The amount of the filing fee is calculated by multiplying the transaction
value by 0.00011770.
/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: US $41,431 Filing Party: Celestica Inc.
Form or Registration No.: Schedule TO Date Filed: July 5, 2005
/ / 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:
/ / third-party tender offer subject to Rule 14d-1.
/X/ 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: / /
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INTRODUCTORY STATEMENT
This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO-I originally filed with the Securities
and Exchange Commission on July 5, 2005 (as amended, the "Schedule TO-I") by
Celestica Inc., an Ontario, Canada corporation ("Celestica"), relating to an
offer by Celestica to purchase the Liquid Yield Option(TM) Notes due 2020 (Zero
Coupon-Subordinated) issued by Celestica on August 1, 2000 (the "Securities"),
upon the terms and subject to the conditions set forth in the Indenture (as
defined below), Celestica's notice, dated July 5, 2005 (the "Company Notice"),
the Securities and the related offer materials filed as Exhibits (a)(1)(A) to
(d) to the Schedule TO-I (which Company Notice and related offer materials,
as amended or supplemented from time to time, collectively constitute the
"Option"). The Securities were issued pursuant to an Indenture, dated as of
August 1, 2000, between Celestica and JPMorgan Chase Bank, N.A. (as successor
to The Chase Manhattan Bank), as Trustee ("Trustee") (the "Indenture").
The information set forth in the Company Notice and related offer
materials is incorporated into this Amendment by reference with respect to
all of the applicable items in the Schedule TO-I, except that such
information is hereby amended and supplemented to the extent expressly
provided herein.
The Option will expire at 5:00 p.m., Eastern Daylight Time, on August 2,
2005. This Schedule TO-I is intended to satisfy the disclosure requirements
of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
ITEMS 1 THROUGH 9.
Items 1-9 of the Schedule TO-I, which incorporate by reference the information
contained in the Company Notice, are hereby amended as follows:
In the Summary Term Sheet, the paragraph titled "How Can I Determine the
Market Value of the Securities?" is hereby deleted and restated to read in its
entirety as follows:
The Securities are listed on the NYSE under the symbol "CLS 20". On
June 30, 2005, the last reported sales price of the Securities on the NYSE,
expressed as a percentage of the principal amount at maturity, was 56-1/8% per
$1,000 principal amount. (Section 2.4)
In the Summary Term Sheet, the paragraph titled "What Are the Conditions to the
Purchase by Celestica of the Securities" is hereby deleted and restated to read
in its entirety as follows:
The purchase by Celestica of validly surrendered Securities is not
subject to any conditions other than such purchase being lawful and that there
is not a continuing Event of Default (as defined in Section 2.1) as of the date
of repurchase (other than a default in the payment of the Purchase Price).
Conditions to the offer, other than those dependent upon receipt of necessary
government approvals, must be satisfied or waived on or before the expiration of
the Option. (Section 2.1)
In the Summary Term Sheet, the paragraph titled "If I Surrender My Securities,
When Will I Receive Payment For My Securities?" is hereby deleted and restated
to read in its entirety as follows:
We will accept for purchase and pay the Purchase Price for all
validly surrendered Securities promptly following the expiration of the
Option. We will forward to the Depositary, prior to 10:00 a.m., Eastern
Daylight Time, on August 3, 2005, the appropriate amount of cash required to
pay the Purchase Price for the surrendered Securities, and the Depositary
will promptly distribute the cash to the Holders. (Section 5)
The second paragraph under Section 2.1 titled "Celestica's Obligation to
Purchase the Securities" is hereby deleted and restated to read in its
entirety as follows:
This Option will expire at 5:00 p.m., Eastern Daylight Time, on
August 2, 2005 (the "Purchase Date"). Celestica will not extend the period
Holders have to accept the Option unless required to do so by the United
States federal securities laws. Celestica is generally required to extend the
offering period for any material change, including the waiver of a material
condition, so that at least five business days remain in the offering period
after the change. The purchase by Celestica of validly surrendered Securities
is not subject to any conditions other than that such purchase is lawful and
that there is not a continuing "Event of Default" as of the date of
repurchase (other than a default in the payment of the Purchase Price). An
"Event of Default" is defined in the Indenture and means any one of the
following events:
(a) default in the payment of any Securities Payment on any Security as
and when the same shall become due and payable, including at Stated
Maturity, in connection with any redemption or repurchase, whether or
not such payment is prohibited by the subordination provisions of
Article 13 of the Indenture, or failure to make a Trigger Event
Repurchase Offer as required under the terms of the Indenture;
PROVIDED that, after the Option Exercise Date, if such default in
payment of a Securities Payment is a default in payment of any
interest on any Interest Payment Date, then such default shall only
become an Event of Default hereunder after continuance of such default
for a period of 30 days; or
(b) default in the performance, or breach, of any covenant, agreement or
warranty of the Company in the Securities or in the Indenture (other
than a covenant, agreement or warranty a default in the performance or
breach of which is specifically dealt with elsewhere in Section 5.01
of the Indenture), and continuance of such default or breach for a
period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and
the Trustee by the Holders of at least 25% in aggregate principal
amount at Maturity of the Outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or
(c) (i) default in the payment by the end of any applicable grace period
after maturity of indebtedness (other than nonrecourse obligations)
for borrowed money or evidenced by bonds, debentures, notes or similar
instruments in a principal amount in excess of $100,000,000 and
continuance of such failure, or (ii) the acceleration of indebtedness
(other than nonrecourse obligations) for borrowed money or evidenced
by bonds, debentures, notes or similar instruments in a principal
amount in excess of $100,000,000 because of a default with respect to
such indebtedness, without such indebtedness having been discharged or
such acceleration having been cured, waived, rescinded or annulled, in
the case of clause (i) or (ii) above, for a period of 30 days after
written notice to the Company by the Trustee or to the Company and the
Trustee by the Holders of not less than 25% in aggregate principal
amount at Maturity of the Outstanding Securities; PROVIDED, that if
any such failure or acceleration referred to in clause (i) or (ii)
above shall cease or be cured, waived, rescinded or annulled, then the
Event of Default by reason thereof shall be deemed not to have
occurred; or
(d) the entry by a court having jurisdiction in the premises of (i) a
decree or order for relief in respect of the Company or any
Significant Subsidiary in an involuntary case or proceeding under any
applicable bankruptcy, moratorium of payments, insolvency,
reorganization or other similar law or (ii) a decree or order
adjudging the Company or any Significant Subsidiary bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in
respect of the Company or any Significant Subsidiary under any
applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official
of the Company or any Significant Subsidiary or of substantially all
of the Company's or such Significant Subsidiary's property, as the
case may be, or ordering the winding up or liquidation of the Company
or Significant Subsidiary's affairs and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive
days; or
(e) the commencement by the Company or any Significant Subsidiary of a
voluntary case or proceeding under any applicable bankruptcy,
moratorium of payments, insolvency, reorganization or other similar
law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent or to be granted moratorium of payment, or the consent by
the Company or any Significant Subsidiary to the entry of a decree or
order for relief in respect of the Company or such Significant
Subsidiary, as the case may be, in an involuntary case or proceeding
under any applicable bankruptcy, moratorium of payment, insolvency,
reorganization or other similar law or to the commencement of any
bankruptcy, moratorium of payment or insolvency proceedings against
the Company or any Significant Subsidiary, or the filing by the
Company or any Significant Subsidiary of a petition or consent seeking
reorganization or similar relief under any applicable law, or the
consent by the Company or any Significant Subsidiary to the filing of
such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company or Significant Subsidiary, as
the case may be, of all or substantially all of the property of the
Company or such Significant Subsidiary, as the case may be, or the
making by the Company or any Significant Subsidiary of an assignment
for the benefit of creditors, or the admission by the Company or any
Significant Subsidiary in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the
Company or any Significant Subsidiary in furtherance of any such
action; PROVIDED, that a liquidation or winding up of a Significant
Subsidiary pursuant to applicable corporate law shall not be deemed to
be an Event of Default hereunder.
Capitalized terms used in the definition of "Event of Default" are defined in
the Indenture.
Section 2.5 titled "Redemption" is hereby deleted and restated to read in its
entirety as follows:
Pursuant to the terms of the Securities and the Indenture, unless
earlier redeemed, we are obligated to purchase all Securities validly
surrendered for purchase and not withdrawn, at the Holder's option, on August 2,
2005, August 1, 2010 and August 1, 2015. The purchase price per $1,000 principal
amount at maturity will be $572.82 on August 2, 2005, $689.68 on August 1, 2010
and $830.47 on August 1, 2015. In compliance with these terms, we have submitted
the Option to Holders to enable Holders to exercise this right as of August
2, 2005.
With respect to any Securities that are not surrendered for purchase
pursuant to the Option, Holders and Celestica will continue to have the
repurchase and redemption rights set forth in the Indenture. Pursuant to the
Indenture, we are required to offer to repurchase the Securities upon a
Delisting Event or a Change of Control (as defined in the Indenture) on or
prior to August 1, 2005. We may pay the repurchase price upon a Change in
Control in cash or subordinate voting shares or any combination thereof
except in certain events. We will pay the repurchase price in cash if there
is a Delisting Event.
The repurchase price, upon a Delisting Event or a Change of Control,
is equal to the Issue Price (as defined in the Indenture) plus accrued
Original Issue Discount (as defined in the Indenture) to the date of
repurchase plus the Make-Whole Amount (as defined in the Indenture). The
purchase price, in these events, at August 1, 2005 would be $688.07 per
$1,000 principal amount at maturity.
On or after August 1, 2005, the Securities are redeemable in cash at
any time at the option of Celestica, in whole or in part, at a redemption price
equal to the Issue Price (as defined in the Indenture) plus accrued Original
Issue Discount (as defined in the Indenture and as provided for in the
Securities) to the date of redemption. The purchase prices per $1,000 principal
amount at maturity would be as follows:
(1) (2) (1) + (2)
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Security Accrued Original Issue
Redemption Date Issue Price Discount at 3.75% Redemption Price
--------------- ----------- ---------------------- ----------------
August 1, 2005 $475.66 $ 97.10 $ 572.76
August 1, 2006 475.66 118.78 594.44
August 1, 2007 475.66 141.28 616.94
August 1, 2008 475.66 164.63 640.29
August 1, 2009 475.66 188.87 664.53
August 1, 2010 475.66 214.02 689.68
August 1, 2011 475.66 240.13 715.79
August 1, 2012 475.66 267.22 742.88
August 1, 2013 475.66 295.34 771.00
August 1, 2014 475.66 324.53 800.19
August 1, 2015 475.66 354.81 830.47
August 1, 2016 475.66 386.24 861.90
August 1, 2017 475.66 418.87 894.53
August 1, 2018 475.66 452.73 928.39
August 1, 2019 475.66 487.87 963.53
August 1, 2020 475.66 524.34 1,000.00
The second paragraph under Section 5 titled "Payment for Surrendered
Securities" is hereby deleted and restated to read in its entirety as follows:
The total amount of funds required by Celestica to purchase all of the
Securities is approximately $352.0 million (assuming all of the Securities are
validly surrendered for purchase and accepted for payment). In the event any
Securities are surrendered and accepted for payment, Celestica intends to use
cash on hand to purchase the Securities. Celestica does not have an alternative
financing plan at this time.
The last paragraph under Section 10 titled "Material United States Tax
Considerations" is hereby deleted and restated to read in its entirety as
follows:
YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO PARTICULAR TAX CONSIDERATIONS
APPLICABLE TO YOU OF SURRENDERING A SECURITY TO CELESTICA, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS, AND OF ANY
PROPOSED CHANGES IN APPLICABLE LAWS.
The address under the second paragraph under Section 11 titled "Additional
Information" is hereby deleted and restated to read in its entirety as
follows:
100 F Street, NE
Room 1580
Washington, D.C. 20549
2
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: July 18, 2005 CELESTICA INC.
By: /s/ Elizabeth L. DelBianco
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Elizabeth L. DelBianco
Chief Legal Officer
3
EXHIBIT INDEX
(a)(1)(A) Company Notice to Holders of Celestica Inc. Liquid Yield
Option(TM)Notes due 2020 (Zero Coupon-Subordinated), dated July 5, 2005.*
(a)(1)(B) Form of Purchase Notice, dated July 5, 2005.*
(a)(1)(C) Form of Notice of Withdrawal, dated July 5, 2005.*
(a)(1)(D) Form W-9.*
(a)(5)(A) Press Release issued by Celestica Inc. on July 5, 2005.*
(a)(5)(B) Summary Advertisement*
(b) Not applicable.
(d) Indenture, dated as of August 1, 2000, between Celestica Inc. and
JPMorgan Chase Bank, N.A. (as successor to The Chase Manhattan Bank),
incorporated by reference to Exhibit 4.1 to Celestica's Registration Statement
on Form F-3 (File No. 333-12272), as filed with the Securities and Exchange
Commission on July 24, 2000.
(g) Not applicable.
(h) Not applicable.
* Previously filed with the Schedule TO on July 5, 2005.