SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
Amendment No. 1
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
_____________________________
AutoNation, Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
_____________________________
Common Stock, par value $0.01 per share
(Titles of Class of Securities)
_____________________________
05329W102
(CUSIP Number of Class of Securities)
_____________________________
JONATHAN P. FERRANDO
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AUTONATION, INC.
AUTONATION TOWER
29th FLOOR
110 SE 6th STREET
FORT LAUDERDALE, FL 33308
(954) 769-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Persons)
_____________________________
Copy to:
GARY P. CULLEN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
333 W. WACKER DRIVE
CHICAGO, IL 60606
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation(1) | Amount of Filing Fee(2)
-------------------------------------------|------------------------------------
$1,150,000,000 | $123,050
================================================================================
(1) Estimated solely for purposes of calculating the filing fee only, based on
the purchase of 50,000,000 shares of common stock at the offer price of
$23.00 per share.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities and Exchange Act of 1934, as amended, equals $107.00 per
million 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: $123,050 Filing Party: AutoNation, Inc.
Form or Registration No.: Schedule TO Date Filed: March 10, 2006
[ ] 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: [ ]
This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule TO ("Schedule TO") filed with the Securities and Exchange
Commission (the "Commission") on March 10, 2006 by AutoNation, Inc., a Delaware
corporation ("AutoNation" or the "Company"), pursuant to Rule 13e-4 under the
Securities Exchange Act of 1934, as amended, in connection with AutoNation's
offer to purchase for cash up to 50,000,000 shares of its common stock, par
value $0.01 per share, or such lesser number of shares of Common Stock as are
properly tendered and not properly withdrawn (the "Shares"), at a price of
$23.00 per Share, net to the seller in cash, without interest. AutoNation's
offer is being made upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated March 10, 2006 ("Offer to Purchase"), and in the
related Letter of Transmittal ("Letter of Transmittal") which, as amended or
supplemented from time to time, together constitute the Offer.
All information in the Offer to Purchase and in the related Letter
of Transmittal is hereby expressly incorporated in this Amendment No. 1 to
Schedule TO by reference in response to all of the applicable items in Schedule
TO, except that such information is hereby amended and supplemented to the
extent specifically provided herein.
ITEM 4. TERMS OF THE TRANSACTION
The information set forth in Item 4(a) is hereby amended and supplemented by the
following:
1. The second paragraph on page 14 of the Offer to Purchase under Section
5 ("Purchase of Shares and Payment of Purchase Price") is amended and
restated in its entirety as follows: "In the event of proration, we
will determine the proration factor and pay for those tendered shares
accepted for payment promptly after the Expiration Time. However, we
expect that we will not be able to announce the final results of any
proration or commence payment for any shares purchased pursuant to the
Offer until at least five business days after the Expiration Time.
Certificates for all shares tendered and not purchased, including
shares not purchased due to proration or conditional tender, will be
returned or, in the case of shares tendered by the book-entry transfer,
will be credited to the account maintained with the book-entry transfer
facility by the participant who delivered the shares, to the tendering
stockholder at our expense promptly after the Expiration Time or
termination of the Offer."
2. The second bullet point on page 16 (the fourth bullet point of Section
7) of the Offer to Purchase under Section 7 ("Conditions of the Tender
Offer") is amended and restated in its entirety as follows: "There is
pending or has been instituted or we have received written notice of
any action, suit or proceeding by any government or governmental,
regulatory or administrative agency, authority or tribunal or by any
other person, domestic, foreign or supranational, before any court,
authority, agency or other tribunal that directly or indirectly:"
3. The eleventh bullet point on page 16 (the fifth bullet point of Section
7) of the Offer to Purchase under Section 7 ("Conditions of the Tender
Offer") is amended and restated in its entirety as follows: "any
decrease of more than 10% in the market price for the shares or in the
Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq
Composite Index or the Standard and Poor's 500 Composite Index measured
from the close of trading on March 7, 2006, any increase in the federal
funds interest rate to greater than 5.5 percent, or any change in the
general political, market, economic or financial conditions in the
United States or abroad that could have, in our reasonable judgment, a
material adverse effect on our and our subsidiaries' business,
condition (financial or otherwise), income, operations or prospects,
taken as a whole, or on the trading in the shares, or the proposed
financing for the Offer, or on the benefits of the Offer to us as
described in Section 2; or"
4. The fifth bullet point on page 17 (the eighth bullet point of Section
7) of the Offer to Purchase under Section 7 ("Conditions of the Tender
Offer") is amended and restated in its entirety as follows: "Any change
(or condition, event or development involving a prospective change) has
occurred in our or our subsidiaries' business, condition (financial or
otherwise), assets, income, operations, prospects or stock ownership
that, in our reasonable judgment, has a material adverse effect on us
or our subsidiaries, taken as a whole, or on the benefits of the Offer
to us as described in Section 2; or"
5. As announced in the Company's press release dated March 27, 2006, the
Company received the consent of the holders of in excess of 95% of
aggregate principal amount of its outstanding senior notes pursuant to
the concurrent debt tender offer and consent solicitation. Thus, the
condition to the offer regarding obtaining the requisite consent of the
holders of at least a majority of the aggregate principal amount of
such notes has been satisfied.
ITEM 10. FINANCIAL STATEMENTS
Item 10(a) is hereby amended and restated in its entirety as follows: "The
information set forth in the Offer to Purchase under Section 10 ("Certain
Financial Information") and the information set forth in Item 8 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2005 are
incorporated herein by reference."
ITEM 11. ADDITIONAL INFORMATION
The information set forth in Item 11 is hereby amended and supplemented by the
following:
1. The first paragraph on page 24 of the Offer to Purchase under Section
11 ("Certain Information Concerning the Company") is hereby deleted in
its entirety.
2. On March 24, 2006 the Company issued a press release announcing its
preliminary financial results for the first quarter of fiscal year
2006. The press release is incorporated herein by reference to Exhibit
99.1 to the Company's Form 8-K filed on March 24, 2006.
3. On March 27, 2006 the Company issued a press release announcing that it
had received required consents in connection with its consent
solicitation and cash tender offer for its 9% senior notes due 2008.
The press release is incorporated herein by reference to Exhibit 99.1
to the Company's Form 8-K filed on March 27, 2006.
ITEM 12. EXHIBITS
The information set forth in Item 12 is hereby amended and supplemented by
adding the following exhibits:
(a)(1)(J) Annual Report on Form 10-K for the year ended December 31,
2005, filed on March 3, 2006.
(a)(1)(K) Press release dated March 24, 2006 (incorporated by reference
to Exhibit 99.1 to AutoNation's Form 8-K filed on March 24,
2006).
(a)(1)(L) Press release dated March 27, 2006 (incorporated by reference
to Exhibit 99.1 to AutoNation's Form 8-K filed on March 27,
2006).
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.
AUTONATION, INC.
By: /s/ Jonathan P. Ferrando
------------------------------------
Name: Jonathan P. Ferrando
Title: Executive Vice President,
General Counsel and Secretary
Date: March 28, 2006
INDEX TO EXHIBITS
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(a)(1)(A)* Offer to Purchase dated March 10, 2006.
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(a)(1)(B)* Letter of Transmittal.
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(a)(1)(C)* Notice of Guaranteed Delivery.
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(a)(1)(D)* Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
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(a)(1)(E)* Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
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(a)(1)(F)* Press Release dated March 10, 2006.
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(a)(1)(G)* Summary Advertisement.
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(a)(1)(H)* Letter to Participants in the AutoNation, Inc. 401(k) Plan.
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(a)(1)(I)* Letter to Stock Option Holders.
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(a)(1)(J) Annual Report on Form 10-K for the year ended December 31,
2005, filed on March 3, 2006.
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(a)(1)(K) Press release dated March 24, 2006 (incorporated by reference
reference to Exhibit 99.1 to AutoNation's Form 8-K filed on
March 24, 2006).
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(a)(1)(L) Press release dated March 27, 2006 (incorporated by
referenceto Exhibit 99.1 to AutoNation's Form 8-K filed on
March 27, 2006).
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(b) Not applicable.
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(d)(1)* Letter Agreement, dated March 6, 2006, regarding agreement by
ESL Investments, Inc. and certain affiliated entities to
tender all of their shares in the tender offer.
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(d)(2) AutoNation, Inc. 1991 Stock Option Plan, as amended to date
(incorporated by reference to Exhibit 10.1 to AutoNation's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000).
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(d)(3) AutoNation, Inc. 1995 Amended and Restated Employee Stock
Option Plan, as amended to date (incorporated by reference to
Exhibit 10.2 to AutoNation's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000).
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(d)(4) AutoNation Enterprises Incorporated Amended and Restated 1995
Employee Stock Option Plan, as amended to date (incorporated
by reference to Exhibit 10.3 to AutoNation's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2000).
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(d)(5) AutoNation, Inc. Amended and Restated 1995 Non-Employee
Director Stock Option Plan (incorporated by reference to
Exhibit 10.10 to AutoNation's Annual Report on Form 10-K for
the year ended December 31, 1998).
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(d)(6) AutoNation, Inc. Amended and Restated 1997 Employee Stock
Option Plan, as amended to date (incorporated by reference to
Exhibit 10.4 to AutoNation's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000).
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(d)(7) AutoNation, Inc. Amended and Restated 1998 Employee Stock
Option Plan, as amended to date (incorporated by reference to
Exhibit 10.5 to AutoNation's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000).
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(d)(8) AutoNation, Inc. Senior Executive Incentive Bonus Plan
(incorporated by reference to Exhibit A to AutoNation's
Proxy Statement on Schedule 14A filed with the Commission
on April 12, 2002).
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(d)(9) AutoNation, Inc. Deferred Compensation Plan (incorporated by
reference to Exhibit 10.1 to AutoNation's Form 8-K
filed on November 23, 2005)
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(d)(10) Employment Agreement dated December 30, 2004, between
AutoNation, Inc. and Michael J. Jackson, Chairman and Chief
Executive Officer (incorporated by reference to Exhibit 10.1
to AutoNation's Form 8-K filed on January 3, 2005).
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(d)(11) Amendment No. 1 dated March 25, 2005 to December 30, 2004
Employment Agreement with Michael J. Jackson (incorporated by
reference to Exhibit 10.15 to AutoNation's Form 8-K filed on
March 31, 2005).
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(d)(12) Letter Agreement dated March 26, 1999 between AutoNation,
Inc. and Michael E. Maroone, President and Chief Operating
Officer (incorporated by reference to Exhibit 10.1 to
AutoNation's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999).
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(d)(13) Employment Agreement dated July 27, 2005, between AutoNation,
Inc. and Michael E. Maroone, President and Chief Operating
Officer (incorporated by reference to Exhibit 10.1 to
AutoNation's Form 8-K filed on July 27, 2005).
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(d)(14) Letter Agreement dated April 18, 2000 between AutoNation,
Inc. and Craig T. Monaghan, Chief Financial Officer
(incorporated by reference to Exhibit 10.6 to AutoNation's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2000).
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(d)(15) Form of Stock Option Agreement for stock options granted
under the AutoNation, Inc. employee stock option plans
(incorporated by reference to Exhibit 10.12 to AutoNation's
Annual Report on Form 10-K for the year ended December 31,
2004).
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(g) Not applicable.
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(h) Not applicable.
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* Previously filed with the Schedule TO on March 10, 2006.