As filed with the Securities and Exchange Commission on February 21, 2002
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
-----------------
INDIGO N.V.
(Name of Subject Company (Issuer))
-----------------
HEWLETT-PACKARD COMPANY
HEWLETT-PACKARD ERSTE VERMOGENSVERWALTUNGS- UND BETEILIGUNGSGESELLSCHAFT MBH
(Names of Filing Persons (Offeror))
-----------------
COMMON SHARES,
PAR VALUE NLG 0.04 PER SHARE
(Title of Class of Securities)
N44495104
(CUSIP Number of Class of Securities)
-----------------
Ann O. Baskins, Esq.
Charles N. Charnas, Esq.
Ross N. Katchman, Esq.
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
-----------------
Copies to:
Larry W. Sonsini, Esq.
Aaron J. Alter, Esq.
Steve L. Camahort, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
-----------------
CALCULATION OF FILING FEE
-------------------------------------------------------------------------------
Amount of
Transaction valuation(1) Filing Fee(2)
-------------------------------------------------------------------------------
$800,155,568..................................................... $196,549
-------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the filing fee required by the
Securities Exchange Act of 1934, as amended, and computed pursuant to Rules
0-11(d) and 0-11(a)(4) under the Exchange Act based on (i) $7.115, the
average of the high and low price per share prices of common shares, par
value NLG 0.04 per share, of Indigo N.V., a Dutch corporation, as reported
on the Nasdaq National Market on February 8, 2002, and (ii) the maximum
number of common shares of Indigo to be tendered in connection with the
exchange offer described herein.
(2) One-fiftieth of 1% of the value of the transaction.
[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: $196,549 Filing Party: Hewlett-Packard Company
Form or Registration No.: 333-73786 Date Filed: November 20, 2001, as amended on January 25, 2002 and February 14, 2002
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of the 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.
[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: [_]
================================================================================
CUSIP No. N4449 5 10 4
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Hewlett-Packard Company
------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [_]
------------------------------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC, 00(1)
------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[_]
------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------------------------------
7. Sole Voting Power
- 0 -
----------------------------------------------------------------------------------------
Number 8. Shared Voting Power
of Shares 118,671,035 Common Shares (2)
Beneficially ----------------------------------------------------------------------------------------
Owned 9. Sole Dispositive Power
by Each - 0 -
Reporting ----------------------------------------------------------------------------------------
Person 10. Shared Dispositive Power
With 118,671,035 Common Shares (2)
-----------------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
118,671,035 Common Shares
------------------------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[_]
------------------------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
83.5%
------------------------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
(1) Source of funds for the initial purchase of Indigo N.V. securities reported
on the Schedule 13D filed on October 27, 2000 was working capital of
Hewlett-Packard Europe B.V. Subject to the terms and conditions of the
Offer Agreement, a combination of common stock of Hewlett-Packard Company
and contingent value rights of Hewlett-Packard Erste Vermogensverwaltungs-
und Beteiligungsgesellschaft mbH, an indirect subsidiary of Hewlett-Packard
Company, will be used to purchase Indigo N.V. common stock pursuant to an
exchange offer for all of the outstanding common stock of Indigo N.V. not
owned by Hewlett-Packard Company or its affiliates.
(2) Includes 77,041,406 common shares of Indigo N.V. that are subject to the
Voting Agreements entered into between Hewlett-Packard Company and certain
shareholders of Indigo N.V. (27,728,512 of which Common Shares are also
subject to the Tender Agreements and 49,312,894 of which Common Shares are
also subject to the Tender and Option Agreement). The remaining 41,629,629
shares of Indigo N.V., or rights to acquire such shares, are held by
Hewlett-Packard Europe B.V. or Hewlett-Packard Company. Hewlett-Packard
Company expressly disclaims beneficial ownership of any of the Common
Shares of Indigo N.V. covered by the Voting Agreements, the Tender
Agreements and/or the Tender and Option Agreement until such time as
Hewlett-Packard Company purchases any such shares.
2
CUSIP No. N4449 5 10 4
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Hewlett-Packard Europe B.V.
------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [_]
------------------------------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------------------------------
4. Source of Funds (See Instructions)
WC, 00(1)
------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[_]
------------------------------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------------------------------
7. Sole Voting Power
- 0 -
Number ----------------------------------------------------------------------------------------
of Shares 8. Shared Voting Power
Beneficially
Owned 41,629,629 Common Shares
by Each ----------------------------------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With - 0 -
----------------------------------------------------------------------------------------
10. Shared Dispositive Power
41,629,629 Common Shares
-----------------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
41,629,629 Common Shares
------------------------------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[_]
------------------------------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
29.6%
------------------------------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
(1) Source of funds for the initial purchase of Indigo N.V. securities reported
on the Schedule 13D filed on October 27, 2000 was working capital of
Hewlett-Packard Europe B.V.
3
This tender offer statement filed under cover of Schedule TO is being filed
by Hewlett-Packard Company, a Delaware corporation, and Hewlett-Packard Erste
Vermogensverwaltungs- und Beteiligungsgesellschaft mbH, a newly-purchased
indirect subsidiary of Hewlett-Packard Company.
This tender offer statement relates to the offer by HP, through
Hewlett-Packard Erste Vermogensverwaltungs- und Beteiligungsgesellschaft mbH,
to acquire each issued and outstanding common share, par value NLG 0.04 per
share, of Indigo N.V., a corporation organized under the laws of The
Netherlands, not already owned by HP or its affiliates. The exchange offer will
be made pursuant to an offer agreement, dated as of September 6, 2001, as
amended on February 13, 2002, by and between HP and Indigo. At the election of
each tendering Indigo shareholder, subject to the allocation mechanism
described in the offer agreement, each Indigo common share will be exchanged
for either (1) $7.50 in HP common stock, subject to adjustment, or (2) $6.00 in
HP common stock, subject to adjustment, and one contingent value right, which
is referred to as a CVR. As described in more detail in the offer agreement,
each CVR will entitle its holder to a contingent cash payment in 2005 from
Hewlett-Packard Erste Vermogensverwaltungs- und Beteiligungsgesellschaft mbH of
up to $4.50 in cash if our consolidated net revenues from the sale or lease of
LEP Digital Press Products and Consumables (as such terms are defined in the
contingent value rights agreement) reach specified revenue milestones over a
three-year period, which will begin after completion of the exchange offer. The
amount paid under each CVR increases linearly from $0 to $4.50 as the
cumulative revenue increases from $1.0 billion to $1.6 billion during the
three-year period. No payment will be made under the CVR if the cumulative
revenue is less than or equal to $1.0 billion. No payment in excess of $4.50
will be made under the CVR if the cumulative revenue is greater than $1.6
billion. HP will guarantee the contingent payment obligations of its subsidiary
under the CVRs.
The amount of HP common stock to be issued in each case will be determined
by dividing $7.50 or $6.00, as the case may be, by the average closing sales
price of HP common stock on the New York Stock Exchange during the twenty
consecutive trading days ending on the trading day on which the third most
recent closing of the U.S. markets prior to the expiration of the exchange
offer occurs. The total number of Indigo common shares that may be exchanged
for each of the above-described elections is limited, as described in the offer
agreement. If either election is oversubscribed, Indigo's shareholders who have
tendered into the exchange offer will be subject to allocation to comply with
the ceiling on the number of common shares associated with each election as
described in the offer agreement.
The transactions described above are described in more detail in a
registration statement on Form S-4 that HP has filed with the Securities and
Exchange Commission. The terms and conditions of the exchange offer are set
forth in the prospectus which is a part of the registration statement, and the
related election form/letter of transmittal, copies of which are incorporated
by reference as Exhibits (a)(1)(i) and (a)(1)(ii) hereto. HP, Indigo and
Benzion Landa, Indigo's Chairman and Chief Executive Officer, also have filed a
transaction statement on Schedule 13E-3 with the Securities and Exchange
Commission.
All of the information in the prospectus and the related election
form/letter of transmittal, and any prospectus supplement or other supplement
thereto related to the exchange offer hereafter filed with the Securities and
Exchange Commission by HP, is hereby incorporated by reference in answer to
Items 1 through 11 of this tender offer statement.
4
Item 12. Exhibits.
Items 1016 (a), (b), (d), (g) and (h) of Regulation M-A.
Exhibit
Number Description
------ -----------
(a)(1)(i) Prospectus, included as part of the Registration Statement on Form S-4 filed by Hewlett-Packard
Company with the Securities and Exchange Commission on November 20, 2001, as amended on
January 25, 2002 and February 14, 2002./(1)/
(a)(1)(ii) Form of Election Form/Letter of Transmittal./(2)/
(a)(1)(iii) Form of Notice of Guaranteed Delivery./(2)/
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees./(2)/
(a)(1)(v) Form of Letter to Clients./(2)/
(a)(1)(vi) Form of Guidelines for Certification of Taxpayer Number on Substitute Form W-9./(2)/
(a)(2) Recommendation Statement on Schedule 14D-9 of Indigo N.V./(3)/
(a)(3) None, other than this Transaction Statement.//
(a)(4) See Exhibit (a)(1)(i).
(a)(5) Joint Press Release issued by Hewlett-Packard Company and Indigo N.V. on September 6, 2001./(4)/
(b) None.
(d)(i) Offer Agreement, dated as of September 6, 2001, amended as of February 13, 2002, by and
between Hewlett-Packard Company and Indigo N.V./(5)/
(d)(ii) Form of CVR Agreement, by and between Hewlett-Packard Erste Vermogensverwaltungs- und
Beteiligungsgesellschaft mbH and J.P. Morgan Trust Company, National Association./(6)/
(d)(iii) Form of Corporate Guaranty by Hewlett-Packard Company./(7)/
(d)(iv) Tender and Option Agreement, dated as of September 6, 2001, by and among Hewlett-Packard
Company and Walthroup Corporation N.V., Visionvest Corporation N.V., Gemini Systems
Corporation N.V., Toscal N.V., OZF Ltd. and Deering Corporation N.V./(8)/
(d)(v) Tender and Option Agreement, dated as of November 7, 2001, by and between Hewlett-Packard
Company and Oscar & Zlata Foundation./(8)/
(d)(vi) Tender Agreement, dated as of September 6, 2001, by and between Hewlett-Packard Company and
S-C Indigo N.V./(8)/
(d)(vii) Form of Tender Agreement by and between Hewlett-Packard Company and certain officers and
directors of Indigo N.V./(8)/
(d)(viii) Voting Agreement, dated as of November 7, 2001, by and between Hewlett-Packard Company and
Oscar & Zlata Foundation./(8)/
(d)(ix) Voting Agreement and Irrevocable Proxy, dated as of September 6, 2001, by and between Hewlett-
Packard Company and S-C Indigo CV./(8)/
(d)(x) Form of Voting Agreement and Irrevocable Proxy by and among Hewlett-Packard Company and
Walthroup Corporation N.V., Visionvest Corporation N.V., Gemini Systems Corporation N.V.,
Toscal N.V., OZF Ltd., Deering Corporation and certain officers and directors of Indigo N.V./(8)/
(d)(xi) Form of Affiliate Agreement by and among Hewlett-Packard Company and Walthroup
Corporation N.V., Visionvest Corporation N.V., Gemini Systems Corporation N.V., Toscal
N.V., OZF Ltd. and Deering Corporation N.V./(8)/
(d)(xii) Stock Purchase Agreement, dated September 13, 2000, by and between Hewlett-Packard
Europe B.V. and Indigo N.V./(9)/
5
Exhibit
Number Description
------ -----------
(d)(xiii) Performance Warrant, dated October 17, 2000, granted by Indigo N.V. to Hewlett-Packard
Europe B.V./(9)/
(d)(xiv) Registration Rights Agreement, dated as of October 17, 2000, by and between Hewlett-Packard
Europe B.V. and Indigo N.V./(9)/
(d)(xv) Shareholders' Agreement, dated September 13, 2000, by and among Gemini Systems Corporation
N.V., Toscal N.V., OZF Ltd., Visionvest Corporation N.V., Walthroup Corporation N.V., S-C
Indigo CV, Hewlett-Packard Europe B.V., Hewlett-Packard Company and Indigo N.V./(9)/
(d)(xvi) Acquisition Warrant, dated October 17, 2000, granted by Indigo N.V. to Hewlett-Packard
Europe B.V./(9)/
(g) None.
(h) Opinion of Wilson Sonsini Goodrich & Rosati regarding material federal income tax
consequences of the offer./(2)/
--------
(1) Incorporated by reference to Hewlett-Packard Company's Registration
Statement on Form S-4 filed with the Securities and Exchange Commission on
February 14, 2002.
(2) Incorporated by reference to the exhibits filed with Hewlett-Packard
Company's Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on February 14, 2002.
(3) Incorporated by reference to Indigo N.V.'s Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission on February 21, 2002.
(4) Incorporated by reference to Hewlett-Packard Company's Form 425 filed with
the Securities and Exchange Commission on September 7, 2001.
(5) Incorporated by reference to Annex A to the Prospectus forming a part of
Hewlett-Packard Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on February 14, 2002.
(6) Incorporated by reference to Annex B-1 to the Prospectus forming a part of
Hewlett-Packard Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on February 14, 2002.
(7) Incorporated by reference to Annex B-2 to the Prospectus forming a part of
Hewlett-Packard Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on February 14, 2002.
(8) Incorporated by reference to Annex C to the Prospectus forming a part of
Hewlett-Packard Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on February 14, 2002.
(9) Incorporated by reference to the exhibits filed with Hewlett-Packard
Company's Schedule 13D filed with the Securities and Exchange Commission on
October 27, 2000.
6
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: February 21, 2002
HEWLETT-PACKARD COMPANY
By: /s/ CHARLES N. CHARNAS
__________________________________
Name: Charles N. Charnas
Title: Assistant Secretary
HEWLETT-PACKARD ERSTE
VERMOGENSVERWALTUNGS- UND
BETEILIGUNGSGESELLSCHAFT MBH
By: /s/ CHARLES N. CHARNAS
__________________________________
Name: Charles N. Charnas
Title: Managing Director
7
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
(a)(1)(i) Prospectus, included as part of the Registration Statement on Form S-4 filed by Hewlett-Packard
Company with the Securities and Exchange Commission on November 20, 2001, as amended on
January 25, 2002 and February 14, 2002./(1)/
(a)(1)(ii) Form of Election Form/Letter of Transmittal./(2)/
(a)(1)(iii) Form of Notice of Guaranteed Delivery./(2)/
(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees./(2)/
(a)(1)(v) Form of Letter to Clients./(2)/
(a)(1)(vi) Form of Guidelines for Certification of Taxpayer Number on Substitute Form W-9./(2)/
(a)(2) Recommendation Statement on Schedule 14D-9 of Indigo N.V./(3)/
(a)(3) None, other than this Transaction Statement.
(a)(4) See Exhibit (a)(1)(i).
(a)(5) Joint Press Release issued by Hewlett-Packard Company and Indigo N.V. on September 6, 2001./(4)/
(b) None.
(c)(i) Consent of Gleacher & Co. LLC to the use of its opinion dated September 6, 2001, to the
Combined Board of Indigo N.V. in the prospectus./(2)/
(c)(ii) Opinion of Gleacher & Co. LLC dated September 6, 2001./(5)/
(c)(iii) Materials presented by Gleacher & Co. LLC to the Combined Board of Indigo on September 5,
2001./(6)/
(c)(iv) A preliminary draft of the presentation by Gleacher & Co. LLC to the Combined Board of Indigo
N.V. on September 5, 2001./(6)/
(c)(v) A preliminary exhibit delivered by Gleacher & Co. LLC to the Combined Board of Indigo N.V. on
July 25, 2001./(6)/
(d)(i) Offer Agreement, dated as of September 6, 2001, amended as of February 13, 2002, by and
between Hewlett-Packard Company and Indigo N.V./(7)/
(d)(ii) Form of CVR Agreement, by and between Hewlett-Packard Erste Vermogensverwaltungs- und
Beteiligungsgesellschaft mbH and J.P. Morgan Trust Company, National Association./(8)/
(d)(iii) Form of Corporate Guaranty by Hewlett-Packard Company./(9)/
(d)(iv) Tender and Option Agreement, dated as of September 6, 2001, by and among Hewlett-Packard
Company and Walthroup Corporation N.V., Visionvest Corporation N.V., Gemini Systems
Corporation N.V., Toscal N.V., OZF Ltd. and Deering Corporation N.V./(10)/
(d)(v) Tender and Option Agreement, dated as of November 7, 2001, by and between Hewlett-Packard
Company and Oscar & Zlata Foundation./(10)/
(d)(vi) Tender Agreement, dated as of September 6, 2001, by and between Hewlett-Packard Company and
S-C Indigo N.V./(10)/
(d)(vii) Form of Tender Agreement by and between Hewlett-Packard Company and certain officers and
directors of Indigo N.V./(10)/
(d)(viii) Voting Agreement, dated as of November 7, 2001, by and between Hewlett-Packard Company and
Oscar & Zlata Foundation./(10)/
(d)(ix) Voting Agreement and Irrevocable Proxy, dated as of September 6, 2001, by and between Hewlett-
Packard Company and S-C Indigo CV./(10)/
8
Exhibit
Number Description
------ -----------
(d)(x) Form of Voting Agreement and Irrevocable Proxy by and among Hewlett-Packard Company and
Walthroup Corporation N.V., Visionvest Corporation N.V., Gemini Systems Corporation N.V.,
Toscal N.V., OZF Ltd., Deering Corporation and certain officers and directors of Indigo N.V./(10)/
(d)(xi) Form of Affiliate Agreement by and among Hewlett-Packard Company and Walthroup Corporation
N.V., Visionvest Corporation N.V., Gemini Systems Corporation N.V., Toscal N.V., OZF Ltd.
and Deering Corporation./(10)/
(d)(xii) Stock Purchase Agreement, dated September 13, 2000, by and between Hewlett-Packard
Europe B.V. and Indigo N.V./(11)/
(d)(xiii) Performance Warrant, dated October 17, 2000, granted by Indigo N.V. to Hewlett-Packard
Europe B.V./(11)/
(d)(xiv) Registration Rights Agreement, dated as of October 17, 2000, by and between Hewlett-Packard
Europe B.V. and Indigo N.V./(11)/
(d)(xv) Shareholders' Agreement, dated September 13, 2000, by and among Gemini Systems Corporation
N.V., Toscal N.V., OZF Ltd., Visionvest Corporation N.V., Walthroup Corporation N.V., S-C
Indigo CV, Hewlett-Packard Europe B.V., Hewlett-Packard Company and Indigo N.V./(11)/
(d)(xvi) Acquisition Warrant, dated October 17, 2000, granted by Indigo N.V. to Hewlett-Packard
Europe B.V./(11)/
(f) None.
(g) None.
(h) Opinion of Wilson Sonsini Goodrich & Rosati regarding material federal income tax
consequences of the offer./(2)/
--------
(1) Incorporated by reference to Hewlett-Packard Company's Registration
Statement on Form S-4 filed with the Securities and Exchange Commission on
February 14, 2002.
(2) Incorporated by reference to the exhibits filed with Hewlett-Packard
Company's Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on February 14, 2002.
(3) Incorporated by reference to Indigo N.V.'s Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission on February 21, 2002.
(4) Incorporated by reference to Hewlett-Packard Company's Form 425 filed with
the Securities and Exchange Commission on September 7, 2001.
(5) Incorporated by reference to Annex D to the Prospectus forming a part of
Hewlett-Packard Company's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on February 14, 2002.
(6) Incorporated by reference to the Transaction Statement on Schedule 13E-3
filed with the Securities and Exchange Commission on January 25, 2002.
(7) Incorporated by reference to Annex A to the Prospectus forming a part of
Hewlett-Packard Company's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on February 14, 2002.
(8) Incorporated by reference to Annex B-1 to the Prospectus forming a part of
Hewlett-Packard Company's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on February 14, 2002.
(9) Incorporated by reference to Annex B-2 to the Prospectus forming a part of
Hewlett-Packard Company's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on February 14, 2002.
(10) Incorporated by reference to Annex C to the Prospectus forming a part of
Hewlett-Packard Company's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on February 14, 2002.
(11) Incorporated by reference to the exhibits filed with Hewlett-Packard
Company's Schedule 13D filed with the Securities and Exchange Commission
on October 27, 2000.
9