UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
(Amendment No. 1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
3PAR INC.
(Name of Subject Company (Issuer))
Rio Acquisition Corporation
and
Hewlett-Packard Company
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
88580F 10 9
(CUSIP Number of Class of Securities)
Paul T. Porrini
Vice President, Deputy General Counsel & Assistant Secretary
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
| Copies to: | ||||
| David K. Ritenour Vice President and Associate General Counsel Hewlett-Packard Company 3000 Hanover Street Palo Alto, California 94304 (650) 857-1501 |
Christopher E. Austin Benet J. O'Reilly Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 |
CALCULATION OF FILING FEE
| Transaction Valuation* |
Amount of Filing Fee** |
|
|---|---|---|
| $2,159,324,542 | $153,960 | |
| Amount Previously Paid: | $137,943 | Filing Party: | Hewlett-Packard Company | |||
| Form or Registration No.: | Schedule TO-T | Date Filed: | August 27, 2010 |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this "Amendment No. 1") amends and restates the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission earlier on August 27, 2010 (the "Schedule TO") by Rio Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), and HP. This Amendment No. 1 amends and restates the Schedule TO to increase the offer price to $30.00 per Share, net to the seller in cash, without interest thereon and subject to reduction for any federal back-up withholding or other taxes. All capitalized terms used in this Amendment No. 1 and not otherwise defined have the respective meanings ascribed to them in the Amended and Restated Offer to Purchase, dated August 27, 2010 (together with any amendments and supplements thereto, the "A&R Offer to Purchase") and in the related Amended and Restated Letter of Transmittal, as amended or supplemented from time to time.
The information set forth in the section of the A&R Offer to Purchase entitled "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(c) The information set forth in Section 6—"Price Range of Shares; Dividends" of the A&R Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
The information set forth in the A&R Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in the sections of the A&R Offer to Purchase entitled "Summary Term Sheet" and "Introduction," and Section 11—"Background of the Offer" of the A&R Offer to Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
The information set forth in the sections of the A&R Offer to Purchase entitled "Summary Term Sheet" and "Introduction," and Sections 6 and 12—"Price Range of Shares; Dividends" and "Purpose of the Offer and Plans for 3PAR; Merger Agreement" of the A&R Offer to Purchase is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
The information set forth in Section 12—"Source and Amount of Funds" of the A&R Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in the in the section of the A&R Offer to Purchase entitled "Introduction" and Sections 10 and 16—"Background of the Offer" and "Fees and Expenses" of the A&R Offer to Purchase is incorporated herein by reference.
Item 11. Additional Information.
(a)(1) The information set forth in Section 10—"Background of Offer" of the A&R Offer to Purchase is incorporated herein by reference.
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(a)(4) The information set forth in Section 12—"Source and Amount of Funds" of the A&R Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the A&R Offer to Purchase is incorporated herein by reference.
| (a)(1)(J) | Amended and Restated Offer to Purchase, dated August 27, 2010* | |
| (a)(1)(K) | Amended and Restated Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)* | |
| (a)(1)(L) | Amended and Restated Form of Notice of Guaranteed Delivery* | |
| (a)(1)(M) | Amended and Restated Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
| (a)(1)(N) | Amended and Restated Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* | |
| (a)(1)(O) | Text of press release issued by HP on August 27, 2010 | |
| (d)(4) | Amended and Restated Form of Agreement and Plan of Merger by and among Purchaser, HP and 3PAR |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
3
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.
| Hewlett-Packard Company | ||||||
By: |
/s/ PAUL T. PORRINI |
|||||
| Name: | Paul T. Porrini | |||||
| Title: | Vice President, Deputy General Counsel & Assistant Secretary |
|||||
Rio Acquisition Corporation |
||||||
By: |
/s/ PAUL T. PORRINI |
|||||
| Name: | Paul T. Porrini | |||||
| Title: | President and Secretary | |||||
Dated: August 27, 2010
4
| (a)(1)(A) | Offer to Purchase, dated August 27, 2010(1) | |
(a)(1)(B) |
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)(2) |
|
(a)(1)(C) |
Form of Notice of Guaranteed Delivery(3) |
|
(a)(1)(D) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(4) |
|
(a)(1)(E) |
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(5) |
|
(a)(1)(F) |
Text of press release issued by HP on August 23, 2010(6) |
|
(a)(1)(G) |
Text of press release issued by HP on August 26, 2010(7) |
|
(a)(1)(H) |
Form of summary advertisement, published August 27, 2010, in The Wall Street Journal(8) |
|
(a)(1)(J) |
Amended and Restated Offer to Purchase, dated August 27, 2010* |
|
(a)(1)(K) |
Amended and Restated Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)* |
|
(a)(1)(L) |
Amended and Restated Form of Notice of Guaranteed Delivery* |
|
(a)(1)(M) |
Amended and Restated Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* |
|
(a)(1)(N) |
Amended and Restated Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees* |
|
(a)(1)(O) |
Text of press release issued by HP on August 27, 2010 |
|
(b) |
Not applicable |
|
(c) |
Not applicable |
|
(d)(1) |
Form of Agreement and Plan of Merger by and among Purchaser, HP and 3PAR(9) |
|
(d)(2) |
Form of Tender and Voting Agreement by and among Purchaser, HP and certain stockholders of 3PAR(10) |
|
(d)(3) |
Confidentiality Agreement, dated as of August 24, 2010, by and between HP and 3PAR(11) |
|
(d)(4) |
Amended and Restated Form of Agreement and Plan of Merger by and among Purchaser, HP and 3PAR |
|
(e) |
Not applicable |
|
(f) |
Not applicable |
|
(g) |
Not applicable |
|
(h) |
Not applicable |