SC TO-I/A: Issuer tender offer statement
Published on March 1, 2002
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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 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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KORN/FERRY INTERNATIONAL
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Options to Purchase Common Stock, Par Value $0.01 Per Share, of Korn/Ferry
International and Stock Appreciation Rights under the Korn/Ferry International
Performance Award Plan, Having an Exercise or Base Price of More than
$13.00
(Title of Class of Securities)
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500643 20 0
(CUSIP Number of Class of Securities (Underlying Common Stock))
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Peter L. Dunn, General Counsel
Korn/Ferry International
1800 Century Park East, Suite 900
Los Angeles, California 90067
(310) 552-1834
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
Copy to:
Steven B. Stokdyk
Sullivan & Cromwell
1888 Century Park East, 21st Floor
Los Angeles, California 90067
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
$25,098,974 $2,310.00**
* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 6,733,886 shares of common stock of Korn/Ferry
International having an aggregate value of $25,098,974 as of February 21, 2002
will be exchanged pursuant to this offer. The aggregate value of such options
was calculated based on the Black-Scholes option pricing model.
**Previously paid.
[_] 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: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
[_] 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 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on February 25, 2002, relating to our offer to exchange options to
purchase shares of our common stock, par value $0.01 per share, and stock
appreciation rights under our Performance Award Plan having an exercise or base
price of more than $13.00 for new options to purchase shares of our common stock
and stock appreciation rights that we will grant under our Performance Award
Plan, upon terms and condition described in the Offer to Exchange dated February
25, 2002 and the related Letter of Transmittal.
ITEMS 1-11. NOT APPLICABLE.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and restated as follows
so as to add Exhibit (a)(10) attached hereto.
(a) (1)* Offer to Exchange, dated February 25, 2002.
(2)* Form of Letter of Transmittal.
(3)* Form of Notice of Withdrawal.
(4)* Form of Grant Detail Report.
(5)* Cover Letter to Employees, dated February 25, 2002.
(6)* Email to employees holding options and stock appreciation
rights granted under the Korn/Ferry International Performance Award
Plan, dated February 25, 2002, filed as Exhibit (a)(1) on Schedule TO
with the Securities and Exchange Commission (the "SEC") on February
25, 2002 and incorporated herein by reference.
(7)* Korn/Ferry International Annual Report on Form 10-K for
its fiscal year ended April 30, 2001, filed with the SEC on July 30,
2001 and incorporated herein by reference.
(8)* Korn/Ferry International Amendment to Form 10-K for its
fiscal year ended April 30, 2001, filed on Form 10-K/A with the SEC on
August 8, 2001 and incorporated herein by reference.
(9)* Korn/Ferry International Quarterly Report on Form 10-Q for
its fiscal quarter ended October 31, 2001, filed with the SEC on
December 17, 2001 and incorporated herein by reference.
(10) Memorandum to all eligible option swap participants, dated
March 1, 2002.
(b) Not applicable.
(d) (1)* Korn/Ferry International Performance Award Plan, filed
with the SEC on September 4, 1998 as Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (File No. 333-61697) and
incorporated herein by reference.
(2)* Amendments to the Korn/Ferry International Performance
Award Plan, filed with the SEC on July 30, 2001 as Exhibit 10.3 to the
Company's Annual Report on Form 10-K and incorporated herein by
reference.
(3)* Form of Replacement Stock Option Agreement Pursuant to the
Korn/Ferry International Performance Award Plan.
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(4)* Form of Replacement Stock Appreciation Right Agreement Pursuant
to the Korn/Ferry International Performance Award Plan.
(g) Not applicable.
(h) Not applicable.
*Previously filed.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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.
KORN/FERRY INTERNATIONAL
/s/ Peter L. Dunn
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Peter L. Dunn
General Counsel
Date: March 1, 2002
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INDEX TO EXHIBITS
Exhibit Number Description
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(a)(10) Memorandum to all eligible option swap participants, dated
March 1, 2002.
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