SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
AMENDMENT No. 1 to
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DEALERTRACK HOLDINGS,
INC.
(Name of Subject Company
(Issuer) and Filing Persons (Offeror))
Common stock, $0.01 par value
(Title of Class of
Securities)
242309102
(CUSIP Number of Class of
Securities (Underlying Common Stock))
DealerTrack Holdings, Inc.
1111 Marcus Ave., Suite M04
Lake Success, NY 11042
(516) 734-3600
Attention: Corporate Secretary
(Name, address and telephone
number of person authorized to
receive notices and communications on behalf of filing
persons)
Copies to:
Andrew J. Varner
O’Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036
(212) 326-2000
(212) 326-2061
(fax)
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee*
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17,084,890
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$954
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*Estimated solely for purposes of determining the filing fee.
This amount assumes that options to purchase 904,441 shares
of common stock of DealerTrack Holdings, Inc. having an
aggregate value of $18.89 as of August 5, 2009, will be
exchanged and/or cancelled pursuant to this offer. The aggregate
value of such options was calculated based on a
Black-Scholes
option valuation model. The amount of the filing fee, calculated
in accordance with
Rule 0-11
of the Securities Exchange Act of 1934, as amended, equals
$55.80 for each $1,000,000 of the value of this transaction.
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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:
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$954
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Filing Party:
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DealerTrack Holdings, Inc.
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Form of Registration No.:
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005-81223
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Date Filed:
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August 7, 2009
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Check the box if the filing relates solely to preliminary
communications made before the commencement of the 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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issuer tender offer subject to
Rule 13e-4
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going private transaction subject to
Rule 13e-3
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amendment to Schedule 13D under
Rule 13d-2
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
EXPLANATORY
NOTE
This Amendment No. 1 (this “Amendment
No. 1”) amends and supplements the Tender
Offer Statement on Schedule TO (the
“Schedule TO”) filed with the
Securities and Exchange Commission on August 7, 2009,
relating to an offer by DealerTrack Holdings, Inc., a Delaware
corporation (the “Company”), to certain
of its employees (excluding executive officers and members of
the Board of Directors), that have an exercise price per share
greater than or equal to $22.82 (“Eligible
Options”) for a lesser number of new options to
purchase shares of the Company’s common stock with an
exercise price equal to the closing price of the Company’s
common stock on The Nasdaq Global Select Market on the date of
grant (the “New Options”), subject to
certain conditions (the “Exchange
Offer”).
Amended
Terms and Conditions of the Exchange Offer
For regulatory purposes, the Company has amended the terms and
conditions of the Exchange Offer, as set forth in the Offer to
Exchange Certain Outstanding Stock Options for New Stock
Options, dated August 7, 2009 (the “Offer to
Exchange”), filed as Exhibit (a)(1)(A) to the
Schedule TO, as follows. The Offer to Exchange, as amended,
is filed as Exhibit (a)(1)(A) herewith. The following amendments
to the Offer to Exchange also apply to the other documents filed
as exhibits to the Schedule TO, as amended, to the extent
the original provisions of such other documents would conflict
or be inconsistent with the Offer to Exchange, as amended.
1. Conditions of the Exchange Offer. The
section of the Offer to Exchange entitled “This Exchange
Offer- Section 6, Conditions of This Exchange Offer”
is revised as follows:
a. The phrase (in bullet point three of the Offer to
Exchange, dated August 7, 2009) “A substantial
decrease or increase in our stock price or significant
volatility in the market price of our stock;” is deleted.
b. The phrase (in bullet point eight of the Offer to
Exchange, dated August 7, 2009) “in our
reasonable judgment any extraordinary or material adverse change
in U.S. financial markets generally, including, an increase
or decline of at least 15% in either the Dow Jones Industrial
Average, the Nasdaq Composite Index or the Standard &
Poor’s 500 Index from the date of commencement of this
Exchange Offer;” is deleted.
c. The phrase (in bullet point 16 of the Offer to Exchange,
dated August 7, 2009) “(see Section 2 of
this document for a description of the contemplated benefits of
this Exchange Offer to us); or” is deleted and replaced
with “, which are (1) providing replacement stock
options to Eligible Employees in order to incentivize and retain
them and (2) achieving a reduction in our overhang (the
number of outstanding options), in each case, in a manner that
is accounting neutral (i.e., will not result in a significant
incremental compensation expense for financial reporting
purposes); or.”
d. The phrase (in bullet point 17 of the Offer to Exchange,
dated August 7, 2009) “(see Section 2 of
this document for a description of the contemplated benefits of
this Exchange Offer to us)” is deleted and replaced with
“(as set forth in the bullet point immediately above).”
2. Information Concerning Us; Financial
Information. The section of the Offer to Exchange
entitled “This Exchange Offer — Section 9,
Information Concerning Us; Financial Information” is
revised as follows:
a. The Sections entitled “Book Value” and
“Ratio of Earnings to Fixed Charges” has been removed
and appears in Schedule B of the Offer to Exchange.
b. Schedule B, Selected Summarized Financial
Information to the Offer to Exchange, is supplemented by adding
“Consolidated Statements of Operations Data” and
“Consolidated Balance Sheet Data.”
Amended
Items of Schedule TO
Pursuant to
Rule 12b-15
under the Securities Exchange Act of 1934, as amended, this
Amendment No. 1 amends and restates only the items and
exhibits to the Schedule TO that are being amended and
restated, and unaffected items and exhibits are not included
herein. This Amendment No. 1 should be read in conjunction
with the Schedule TO.
The Exhibit Index attached to this Tender Offer Statement
on Schedule TO is incorporated herein by reference.