UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER
STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
GETTY IMAGES, INC.
(Name of Subject Company (Issuer) and Name of Filing
Person (Offeror))
Options to Purchase Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
Jonathan D. Klein
Chief Executive Officer
Getty Images, Inc.
601 North 34th Street
Seattle, Washington 98103
(206) 925-5000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
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Craig W. Adas, Esq.
Weil, Gotshal & Manges LLP
201 Redwood Shores Pkwy
Redwood Shores, CA 94065
(650)
802-3000
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Brian M. Stadler, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
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CALCULATION OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee
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$8,079,268.23*
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$317.52*
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*
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Calculated solely for the purpose of estimating the filing fee. This amount is based upon the aggregate purchase price payable for options to purchase shares of Common Stock being
solicited in this offer.
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¨
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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.
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Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if
the filing fee is a final amendment reporting the results of the tender offer:
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SCHEDULE TO
Getty Images, Inc., a Delaware corporation (Getty Images), is filing this Tender Offer Statement on Schedule TO (the Statement) under Section 13(e) of the Securities Exchange Act of 1934,
as amended, in connection with its offer to purchase outstanding options to purchase shares of its common stock, par value $0.01 per share (Common Stock), on the terms and subject to the conditions described in the Offer to Purchase for
Cash all Outstanding Options to Purchase Common Stock dated May 23, 2008, and related attachments thereto (the Offer to Purchase). The Offer to Purchase attached hereto as Exhibit (a)(1)(A), the Election Form attached hereto as Exhibit
(a)(1)(B), the Withdrawal Form attached hereto as Exhibit (a)(1)(C), the Letter to Optionholders attached hereto as Exhibit (a)(1)(D) and the Example of Personal Options Statement attached hereto as Exhibit (a)(1)(E), each of which may be amended or
supplemented from time to time, together and with all schedules and annexes thereto, constitute the Offer.
This Offer is being
made in connection with the proposed merger (the Merger) of Abe Acquisition Corp., a Delaware corporation (Merger Sub), with and into Getty Images, pursuant to that certain Agreement and Plan of Merger, dated as of
February 24, 2008, by and among Getty Images, Abe Investment, L.P., a Delaware limited partnership, and Merger Sub (as may be amended from time to time, the Merger Agreement), attached hereto as Exhibit (d)(4). The Merger and the
Merger Agreement are described in Getty Images definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 22, 2008 (the Proxy Statement), attached hereto as Exhibit (d)(3).
The information in the Offer is expressly incorporated in this Statement by reference in response to all of the items of this Statement, except as
otherwise provided.
Item 1.
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Summary Term Sheet.
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The information set forth
under Summary Term Sheet in the Offer to Purchase is incorporated herein by reference.
Item 2.
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Subject Company Information.
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(a) The name of the
issuer is Getty Images, Inc., a Delaware corporation, and the address of its principal executive office is 601 North 34th Street, Seattle, Washington 98103. Getty Images telephone number is (206) 925-5000. The information set forth in the
Offer to Purchase under the section entitled The Offer10. Information Concerning Getty Images is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under the section entitled The Offer1. General is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under the section entitled The Offer8.
Price Range of Getty Images Common Stock Underlying the Options is incorporated herein by reference.
Item 3.
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Identity and Background of Filing Person.
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(a)
Getty Images is the filing person and the subject company. The information set forth under Item 2(a) above is incorporated herein by reference. The information set forth in the Offer to Purchase under the section entitled The
Offer11. Interests of Directors and Officers; Transactions and Arrangements Concerning the Options is incorporated herein by reference.
Item 4.
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Terms of the Transaction.
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(a) The information set
forth in the Offer to Purchase under the sections entitled Summary Term Sheet, Significant Consequences to Non-Participating Optionholders and The Offer and in Appendices A through J attached to the Offer to
Purchase is incorporated herein by reference.
(b) The information set forth under the section entitled The Offer11. Interests
of Directors and Officers; Transactions and Arrangements Concerning the Options is incorporated herein by reference.
Item 5.
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Past Contacts, Transactions, Negotiations and Arrangements.
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(e) The information set forth in the Offer to Purchase under the section entitled The Offer11. Interests of Directors and Officers; Transactions and Arrangements about the Options is incorporated herein by reference. The
information in the Proxy Statement under the sections entitled Summary Term Sheet, Questions and Answers About the Merger and the Special Meeting, The Special MeetingVote Required for Approval, Special
FactorsInterests of the Companys Directors and Executive Officers in the Merger, The Merger Agreement, Where You Can Find More Information, and Annex A attached to the Proxy Statement are incorporated herein
by reference.
Item 6.
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Purposes of the Transaction and Plans or Proposals.
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(a) The information set forth in the Offer to Purchase under the sections entitled Summary Term Sheet and The Offer3. Purpose of this Offer; Plans is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under the sections entitled Summary Term Sheet and The Offer12. Status of
Options Cancelled by us in this Offer; Accounting Consequences of this Offer is incorporated herein by reference. The information in the Proxy Statement under the sections entitled Summary Term Sheet, Questions and Answers
About the Merger and the Special Meeting, Special FactorsEffects of the Merger, Special FactorsInterests of the Companys Directors and Executive Officers in the Merger, The Merger
Agreement, and Annex A attached to the Proxy Statement are incorporated herein by reference.
(c) The information set forth in the Offer to Purchase under the sections entitled Summary Term
Sheet and The Offer3. Purpose of this Offer; Plans is incorporated herein by reference. The information in the Proxy Statement under the sections entitled Summary Term Sheet, Questions and Answers About the
Merger and the Special Meeting, Special FactorsBackground of the Merger, Special FactorsPlans for Getty Images After the Merger, Special FactorsEffect of the Merger, Special
FactorsFinancing of the Merger, Special FactorsInterests of the Companys Directors and Executive Officers in the Merger, The Merger Agreement, and Annex A attached to the Proxy Statement are
incorporated herein by reference.
Item 7.
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Source and Amount of Funds or Other Consideration.
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(a) The information set forth in the Offer to Purchase under the section entitled The Offer9. Source and Amount of Consideration is incorporated herein by reference. The information in the Proxy Statement under the
sections entitled Summary Term SheetFinancing of the Merger, Summary Term SheetLimitations on Remedies, Special FactorsFinancing of the Merger, Special FactorsLimitation on Remedies;
Limited Guarantee, Special FactorsEstimated Fees and Expenses of the Merger, The Merger Agreement, and Annex A attached to the Proxy Statement are incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under the sections entitled The Offer7. Conditions of this Offer and The
Offer9. Source and Amount of Consideration is incorporated herein by reference. The information in the Proxy Statement under the sections entitled Summary Term SheetFinancing of the Merger, Summary Term
SheetLimitations on Remedies, Questions and Answers About the Merger and the Special Meeting, Special FactorsEffects of the Merger, Special FactorsEffects on the Company if the Merger is Not
Completed, Special FactorsFinancing of the Merger, Special FactorsLimitations on Remedies; Limited Guarantee, Special FactorsEstimated Fees and Expenses of the Merger, The Merger
Agreement, and Annex A attached to the Proxy Statement are incorporated herein by reference.
(d) The information set forth in the
Offer to Purchase under the sections entitled The Offer7. Conditions of this Offer and The Offer9. Source and Amount of Consideration is incorporated herein by reference. The information in the Proxy Statement
under the sections entitled Summary Term SheetFinancing of the Merger, Special FactorsBackground of the Merger, Special FactorsFinancing of the Merger, The Merger Agreement, and Annex
A attached to the Proxy Statement are incorporated herein by reference.
Item 8.
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Interest in Securities of the Subject Company.
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(a)
The information set forth in the Offer to Purchase under the section entitled The Offer11. Interests of Directors and Officers; Transactions and Arrangements Concerning the Options is incorporated herein by reference. The
information in the Proxy Statement under the sections entitled Summary Term SheetInterests of the Companys Directors and Executive
Officers in the Merger, Special FactorsInterests of the Companys Directors and Executive Officers in the Merger, and
Important Information Regarding Getty ImagesOwnership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers are incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under the section entitled The Offer11. Interests of Directors and Officers;
Transactions and Arrangements Concerning the Options is incorporated herein by reference. The information in the Proxy Statement under the sections entitled Important Information Regarding Getty ImagesTransactions in Common
Stock and Important Information Regarding Getty ImagesOwnership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers are incorporated herein by reference.
Item 9.
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Person/Assets, Retained, Employed, Compensated or Used.
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(a) Not applicable.
Item 10.
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Financial Statements.
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(a) Not applicable.
(b) Not applicable.
Item 11.
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Additional Information.
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(a) The information set
forth in the Offer to Purchase under the section entitled The Offer13. Legal Matters; Regulatory Approvals is incorporated herein by reference. The information set forth in the Proxy Statement under the section entitled
Special FactorsGovernmental and Regulatory Approvals and Special FactorsLitigation Related to the Merger is incorporated herein by reference.
(b) The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
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(a)(1)(A)
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Offer to Purchase for Cash all Outstanding Options to Purchase Common Stock, dated May 23, 2008.
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(a)(1)(B)
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Election Form.
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(a)(1)(C)
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Withdrawal Form.
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(a)(1)(D)
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Letter to Optionholders, dated May 23, 2008.
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(a)(1)(E)
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Example of Personal Options Statement.
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(a)(1)(F)
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Form of Confirmation E-Mails.
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(a)(1)(G)
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Form of Reminder E-Mails.
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(a)(1)(H)
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Questions and Answers about Restricted Stock Units and Stock Options.
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)
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Not applicable.
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(b)
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Senior Secured Credit Facilities Commitment Letter, dated February 24, 2008, from Barclays Bank Plc, General Electric Capital Corporation, GE Capital Markets, Inc., The Royal Bank of Scotland
Plc and RBS Securities Corporation to Abe Acquisition Corp., incorporated herein by reference to Exhibit (b)(1) of the Rule 13E-3 Transaction Statement on Schedule 13E-3 filed by Getty Images with the Securities and Exchange Commission on March 27,
2008.
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(d)(1)
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Amended and Restated Getty Images, Inc. 1998 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.4 of Getty Images Form 10-Q filed by Getty Images with the Securities and
Exchange Commission on August 12, 2002.
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(d)(2)
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Getty Images, Inc. 2005 Incentive Plan, incorporated herein by reference to Appendix A of the Definitive Proxy Statement of Getty Images, Inc. filed by Getty Images with the Securities and
Exchange Commission on March 29, 2005.
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(d)(3)
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Definitive Proxy Statement of Getty Images, Inc., incorporated herein by reference to the Schedule 14A filed by Getty Images with the Securities and Exchange Commission on May 22, 2008 (the
Proxy Statement).
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(d)(4)
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Agreement and Plan of Merger, dated as of February 24, 2008, by and among Getty Images, Inc., Abe Investment, L.P. and Abe Acquisition Corp., incorporated herein by reference to Annex A to the
Proxy Statement.
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(d)(5)
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Equity Commitment Letter, dated February 24, 2008, by and among Hellman & Friedman Capital Partners VI, L.P., Hellman & Friedman Capital Partners VI (Parallel), L.P., Hellman &
Friedman Capital Executives VI, L.P., Hellman & Friedman Capital Associates VI, L.P. and Abe Investment, L.P., incorporated herein by reference to Exhibit (d)(13) of Amendment No. 1 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 filed
by Getty Images with the Securities and Exchange Commission on May 8, 2008.
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(d)(6)
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Co-Investor Equity Commitment Letter, dated February 24, 2008, by and among Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional
Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Farallon Capital Offshore Investors II, L.P. and Abe Investment, L.P., incorporated herein by reference to Exhibit (d)(14) of Amendment No. 1 to the Rule 13E-3 Transaction
Statement on Schedule 13E-3 filed by Getty Images with the Securities and Exchange Commission on May 8, 2008.
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(d)(7)
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Rollover Commitment Letter, dated February 24, 2008, from Getty Investments L.L.C., the October 1993 Trust, the Cheyne Walk Trust, the Ronald Family Trust B, Mark H. Getty and the Options
Settlement to Abe Investment, L.P., incorporated herein by reference to Exhibit 2 of Amendment No. 6 to Schedule 13D filed by Getty Investments L.L.C. with the Securities and Exchange Commission on February 27, 2008.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Item 13.
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Information Required by Schedule 13e-3.
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(a) Not
applicable.
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.
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GETTY IMAGES, INC.
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/s/ JOHN LAPHAM
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John Lapham
Senior Vice President and
General Counsel
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Date: May 23, 2008
EXHIBIT INDEX
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(a)(1)(A)
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Offer to Purchase for Cash all Outstanding Options to Purchase Common Stock, dated May 23, 2008.
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(a)(1)(B)
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Election Form.
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(a)(1)(C)
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Withdrawal Form.
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(a)(1)(D)
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Letter to Optionholders, dated May 23, 2008.
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(a)(1)(E)
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Example of Personal Options Statement
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(a)(1)(F)
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Form of Confirmation E-Mails.
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(a)(1)(G)
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Form of Reminder E-Mails.
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(a)(1)(H)
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Questions and Answers about Restricted Stock Units and Stock Options
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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(a)(5)
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Not applicable.
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(b)
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Senior Secured Credit Facilities Commitment Letter, dated February 24, 2008, from Barclays Bank Plc, General Electric Capital Corporation, GE Capital Markets, Inc., The Royal Bank of Scotland
Plc and RBS Securities Corporation to Abe Acquisition Corp., incorporated herein by reference to Exhibit (b)(1) of the Rule 13E-3 Transaction Statement on Schedule 13E-3 filed by Getty Images with the Securities and Exchange Commission on March 27,
2008.
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(d)(1)
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Amended and Restated Getty Images, Inc. 1998 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.4 of Getty Images Form 10-Q filed by Getty Images with the Securities and
Exchange Commission on August 12, 2002.
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(d)(2)
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Getty Images, Inc. 2005 Incentive Plan, incorporated herein by reference to Appendix A of the Definitive Proxy Statement of Getty Images, Inc. filed by Getty Images with the Securities and
Exchange Commission on March 29, 2005.
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(d)(3)
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Definitive Proxy Statement of Getty Images, Inc., incorporated herein by reference to the Schedule 14A filed by Getty Images with the Securities and Exchange Commission on May 22, 2008 (the
Proxy Statement).
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(d)(4)
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Agreement and Plan of Merger, dated as of February 24, 2008, by and among Getty Images, Inc., Abe Investment, L.P. and Abe Acquisition Corp., incorporated herein by reference to Annex A to the
Proxy Statement.
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(d)(5)
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Equity Commitment Letter, dated February 24, 2008, by and among Hellman & Friedman Capital Partners VI, L.P., Hellman & Friedman Capital Partners VI (Parallel), L.P., Hellman &
Friedman Capital Executives VI, L.P., Hellman & Friedman Capital Associates VI, L.P. and Abe Investment, L.P., incorporated herein by reference to Exhibit (d)(13) of Amendment No. 1 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 filed
by Getty Images with the Securities and Exchange Commission on May 8, 2008.
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(d)(6)
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Co-Investor Equity Commitment Letter, dated February 24, 2008, by and among Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional
Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Farallon Capital Offshore Investors II, L.P. and Abe Investment, L.P., incorporated herein by reference to Exhibit (d)(14) of Amendment No. 1 to the Rule 13E-3 Transaction
Statement on Schedule 13E-3 filed by Getty Images with the Securities and Exchange Commission on May 8, 2008.
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(d)(7)
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Rollover Commitment Letter, dated February 24, 2008, from Getty Investments L.L.C., the October 1993 Trust, the Cheyne Walk Trust, the Ronald Family Trust B, Mark H. Getty and the Options
Settlement to Abe Investment, L.P., incorporated herein by reference to Exhibit 2 of Amendment No. 6 to Schedule 13D filed by Getty Investments L.L.C. with the Securities and Exchange Commission on February 27, 2008.
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(g)
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Not applicable.
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(h)
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Not applicable.
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