UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CELESTICA INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON)
Liquid
Yield Option Notes due 2020 (Zero Coupon Subordinated)
(TITLE OF CLASS OF SECURITIES)
15101QAA6
(CUSIP NUMBER OF CLASS OF SECURITIES)
Kaye
Scholer LLP
425 Park Avenue
New York, New York 10022
Attention: Managing Attorney's Office
(212) 836-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON)
COPIES TO:
Lynn Toby Fisher, Esq. Joel I. Greenberg, Esq. Kaye Scholer LLP 425 Park Avenue New York, New York 10022 (212) 836-8000 |
I. Berl Nadler, Esq. Davies Ward Phillips & Vineberg LLP 1 First Canadian Place, Suite 4400 Toronto, Ontario Canada M5X 1B1 (416) 863-0900 |
CALCULATION OF FILING FEE
TRANSACTION VALUATION* | AMOUNT OF FILING FEE | |
U.S.$352,000,000 | U.S.$41,431 |
Amount Previously Paid: | U.S.$41,431 | Filing Party: | Celestica Inc. | |||
Form or Registration No.: | Schedule TO | Date Filed: | July 5, 2005 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ý
This Amendment No. 3 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO-I originally filed with the Securities and Exchange Commission on July 5, 2005, as amended and supplemented by Amendment No. 1 to the Schedule TO-I filed with the Securities and Exchange Commission on July 18, 2005 and Amendment No. 2 to the Schedule TO-I filed with the Securities and Exchange Commission on August 3, 2005 (as amended, the "Schedule TO-I") by Celestica Inc., an Ontario, Canada corporation ("Celestica"), relating to an offer by Celestica to purchase the Liquid Yield Option Notes due 2020 (Zero Coupon-Subordinated) issued by Celestica on August 1, 2000 (the "Securities"), upon the terms and subject to the conditions set forth in the Indenture (as defined below), Celestica's notice, dated July 5, 2005 (the "Company Notice"), the Securities and the related offer materials filed as Exhibits (a)(1)(A) to (d) to the Schedule TO-I (which Company Notice and related offer materials, as amended or supplemented from time to time, collectively constitute the "Option"). The Securities were issued pursuant to an Indenture, dated as of August 1, 2000, between Celestica and JPMorgan Chase Bank, N.A. (as successor to The Chase Manhattan Bank), as Trustee (the "Indenture").
This Amendment is being filed solely to correct an error on the cover page of Amendment No. 2 to the Schedule TO. Amendment No. 2 to the Schedule TO reports the results of the tender offer.
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.
Date: November 8, 2005 | CELESTICA INC. | ||
By: | /s/ Elizabeth L. DelBianco Elizabeth L. DelBianco Chief Legal Officer |
(a)(1)(A) | Company Notice to Holders of Celestica Inc. Liquid Yield Option Notes due 2020 (Zero Coupon-Subordinated), dated July 5, 2005.* | |
(a)(1)(B) | Form of Purchase Notice dated July 5, 2005.* | |
(a)(1)(C) | Form of Notice of Withdrawal dated July 5, 2005.* | |
(a)(1)(D) | Form W-9.* | |
(a)(5)(A) | Press Release issued by Celestica Inc. on July 5, 2005.* | |
(a)(5)(B) | Summary Advertisement.* | |
(a)(5)(C) | Press Release issued by Celestica Inc. on August 3, 2005.* | |
(b) | Not applicable. | |
(d) | Indenture, dated as of August 1, 2000, between Celestica Inc. and JPMorgan Chase Bank, N.A. (as successor to The Chase Manhattan Bank), incorporated by reference to Exhibit 4.1 to Celestica's Registration Statement on Form F-3 (File No. 333-12272), as filed with the Securities and Exchange Commission on July 24, 2000.* | |
(g) | Not applicable. | |
(h) | Not applicable. |
The information that you are accessing on this website may include forward-looking statements related to our future growth, trends in our industry, our financial and operational results and performance that are based on current expectations, forecast and assumptions involving risk and uncertainties that could cause actual outcomes and results to differ materially.