SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d - 100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
HUNGRY MINDS, INC.
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(Name of Subject Company (Issuer))
HMI ACQUISITION CORP. (OFFEROR)
a wholly owned subsidiary of
JOHN WILEY & SONS, INC.
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(Names of Filing Persons (Identifying Status as Offeror,
Issuer or Other Person))
Class A Common Stock, par value $0.001 per share;
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(Title of Class of Securities)
445549108
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(CUSIP Number of Class of Securities)
Richard S. Rudick, Esq.
General Counsel
John Wiley & Sons, Inc.
605 Third Avenue
New York, New York 10158-0012
(212) 850-6000
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(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
COPY TO:
Simeon Gold, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$90,179,404.56 in cash to purchase all of the fully $18,035.88
diluted equity of Hungry Minds, Inc.
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* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase at $6.09 per share in cash, pursuant to
the Offer to Purchase, of all 14,807,784 issued and outstanding shares of
Class A common stock, par value $0.001 per share, of Hungry Minds, Inc., as
of August 16, 2001.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
[_] 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: None 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:
[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: [_]
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SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") relates to
the offer by HMI Acquisition Corp., a Delaware corporation ("Purchaser") and a
direct or indirect wholly owned subsidiary of John Wiley & Sons, Inc., a New
York corporation ("Wiley"), to purchase all of the outstanding shares of Class A
Common Stock, par value $0.001 per share (the "Shares"), of Hungry Minds, Inc.,
a Delaware corporation (the "Company"), at a purchase price of $6.09 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated August 20, 2001 (the
"Offer to Purchase"), and in the related Letter of Transmittal, copies of which
are attached as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively (which,
together with any supplements or amendments thereto, collectively constitute the
"Offer"). This Schedule TO is being filed on behalf of Purchaser and Wiley.
The information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference with respect to Items
1 through 9 (as supplemented by the disclosure under Item 3 below) and 11 of
this Schedule TO. The Agreement and Plan of Merger, dated as of August 12, 2001,
among Wiley, Purchaser and the Company, and the Voting and Tender Agreement,
dated as of August 12, 2001, among Wiley, Purchaser and International Data
Group, Inc. and its wholly owned subsidiary, IDG Enterprises, Inc. (together,
with International Data Group, Inc., "IDG"), both of which were filed under
cover of Form 8-K by the Company on August 15, 2001, and the Confidentiality
Agreement, dated as of May 29, 2001, by and between Wiley and the Company, a
copy of which is attached as Exhibit (d)(3) hereto, are incorporated herein by
reference with respect to Items 5 and 11 of this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
During the last five years, none of Purchaser, Wiley or, to the best
of their knowledge, any person listed in Schedules I and II to the Offer to
Purchase has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to any judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining such persons from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws.
ITEM 10. FINANCIAL STATEMENTS.
Not Applicable.
ITEM 12. EXHIBITS.
(a)(1)(A) Offer to Purchase, dated as of August 20, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Press release issued by Wiley on August 12, 2001
(incorporated by reference to the filing under cover of
Schedule TO by Wiley on August 12, 2001).
(a)(1)(H) Form of Summary Advertisement, dated August 20, 2001.
(d)(1) Agreement and Plan of Merger, dated as of August 12,
2001, among Wiley, Purchaser and the Company
(incorporated by reference to the filing under cover of
Form 8-K, by the Company on August 15, 2001).
(d)(2) Voting and Tender Agreement, dated as of August 12,
2001, among Wiley, Purchaser and IDG (incorporated by
reference to the filing under cover of Form 8-K, by the
Company on August 15, 2001).
(d)(3) Confidentiality Agreement, dated as of May 29, 2001,
between Wiley and the Company (incorporated by
reference to Exhibit (e)(3) to the Schedule 14D-9 filed
by the Company on August 20, 2001).
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURES
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.
HMI ACQUISITION CORP.
By:/s/ Timothy B. King
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Name: Timothy B. King
Title: President
JOHN WILEY & SONS, INC.
By: /s/ Richard S. Rudick
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Name: Richard S. Rudick
Title: Senior Vice President and General Counsel
Dated: August 20, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1)(A) Offer to Purchase, dated August 20, 2001.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(E) Form of Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(1)(G) Press release issued by Wiley on August 12, 2001 (incorporated by
reference to the filing under cover of Schedule TO by Wiley on
August 12, 2001).
(a)(1)(H) Form of Summary Advertisement, dated August 20, 2001.
(d)(1) Agreement and Plan of Merger, dated as of August 12, 2001, among
Wiley, Purchaser and the Company (incorporated by reference to the
filing under cover of Form 8-K, by the Company on August 15, 2001).
(d)(2) Voting and Tender Agreement, dated as of August 12, 2001, among
Wiley, Purchaser and IDG (incorporated by reference to the filing
under cover of Form 8-K, by the Company on August 15, 2001).
(d)(3) Confidentiality Agreement, dated as of May 29, 2001, between Wiley
and the Company (incorporated by reference to Exhibit (e)(3) to the
Schedule 14D-9 filed by the Company on August 20, 2001).
(g) Not applicable.
(h) Not applicable.