This
Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed by
Scitex Corporation Ltd., an Israeli corporation (Scitex), with the Securities
and Exchange Commission on May 14, 2004 (as amended on June 2, 2004 and on June 15, 2004,
the Schedule TO) in connection with its offer to purchase up to 5,643,739 of
its outstanding ordinary shares, nominal (par) value NIS 0.12 per share (the
Shares), at $5.67 per Share, net to the seller in cash, less any applicable
withholding taxes, and without interest, upon the terms of, and subject to the conditions
to, the Offer to Purchase, dated May 14, 2004 (the Offer to Purchase) and the
related Letter of Transmittal (which, together with any amendments or supplements thereto,
constitute the Offer).
This
Amendment No. 3 to the Schedule TO is intended to satisfy the reporting requirements of
Rule 13e-4 under the Securities Exchange Act of 1934, as amended.
The
information contained in the Schedule TO and in the Offer to Purchase and the Letter of
Transmittal, copies of which were previously filed with the Schedule TO as Exhibits
(a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference in response to
all the items of this Amendment No. 3 to the Schedule TO, except that such information is
hereby amended and supplemented to the extent specifically provided herein.
Capitalized
terms used herein but not otherwise defined have the meaning ascribed to such terms in the
Offer to Purchase.
ITEMS 1 THROUGH 9 AND 11
Items
1 through 9 and 11 of the Schedule TO are hereby amended and supplemented by adding
thereto the following:
On
June 20, 2004, Scitex issued a press release announcing the completion of the Offer and
the final results of the Offer. A copy of the press release is attached hereto as Exhibit
(a)(5)(E) and is incorporated herein by reference.
ITEM 12 EXHIBITS
Item
12 of the Schedule TO is hereby amended by adding thereto the following:
(a)(5)(E)
Text of Press Release issued by Scitex on June 20, 2004.
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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.
|
|
SCITEX CORPORATION LTD.
BY: /S/ Yahel Shachar
Yahel Shachar Chief Financial Officer |
Dated: June 21, 2004
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EXHIBIT INDEX
(a)(1)(A) |
|
Offer
to Purchase dated May 14, 2004.* |
(a)(1)(B) |
|
Letter
of Transmittal.* |
(a)(1)(C) |
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
(a)(1)(D) |
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.* |
(a)(1)(E) |
|
Guidelines
for Certification of Taxpayer Identification Number on Substitute W-9.* |
(a)(1)(F) |
|
Notice
of Objection.* |
(a)(1)(G) |
|
Declaration
Form ("Declaration of Status for Israeli Income Tax Purposes").* |
(a)(5)(A) |
|
Text
of Press Release issued by Scitex on May 14, 2004.* |
(a)(5)(B) |
|
Form
of Cover of `Mifrat' to be filed with the Israeli Securities Authority on May 14, 2004.*,
** |
(a)(5)(C) |
|
Form
of Acceptance and Objection Notices to be filed with the Israeli Securities Authority on
May 14, 2004.*, ** |
(a)(5)(D) |
|
Text
of Press Release issued by Scitex on June 15, 2004. * |
(a)(5)(E) |
|
Text
of Press Release issued by Scitex on June 20, 2004. |
(d)(1) |
|
Voting
Agreement, dated December 1, 1980, by and among Discount, PEC and Clal. (1) |
(d)(2) |
|
Scitex
Israel Key Employee Share Incentive Plan 1991. (2) |
(d)(3) |
|
Scitex
International Key Employee Stock Option Plan 1991 (as amended, 1995). (3) |
(d)(4) |
|
Scitex
2001 Stock Option Plan (as amended, 2003).* |
(d)(5) |
|
Scitex
2003 Share Option Plan. (4) |
* Previously filed with the Schedule
TO.
** English translation from Hebrew.
|
(1)
Previously filed as Exhibit 10.h to Scitex's Registration Statement on Form F-1 (filed
May 26, 1983). |
|
(2)
Previously filed as Exhibit 4(c)(1) to Scitex's Annual Report on Form 20-F for the fiscal
year ended December 31, 2000. |
|
(3)
Previously filed as Exhibit 4(c)(2) to Scitex's Annual Report on Form 20-F for the fiscal
year ended December 31, 2000. |
|
(4)
Previously filed as Appendix B to Scitex's Proxy Statement included in its Report on Form
6-K (filed December 3, 2003). |
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