UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE TO
(Amendment No. 5)
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
REWARDS
NETWORK INC.
(Name of Subject
Company (issuer))
EGI
ACQUISITION, L.L.C.
a wholly owned
subsidiary of
EGI
ACQUISITION PARENT, L.L.C.
(Names of Filing
Persons (offerors))
KMJZ
Investments, L.L.C.
Chai Trust
Company, LLC
(Names of Filing
Persons (other person(s)))
COMMON
STOCK, PAR VALUE $0.02 PER SHARE
(Title of Class of
Securities)
893767103
(CUSIP Number of Class of
Securities)
Jonathan D.
Wasserman, Esq.
EGI
Acquisition Parent, L.L.C.
Two North
Riverside Plaza, Suite 600
Chicago, Illinois 60606
(312) 454-1800
(Name, Address and Telephone
Number of Persons Authorized to Receive Notices
and Communications on
Behalf of Filing Persons)
Copy to:
Peter C.
Krupp
Skadden,
Arps, Slate, Meagher & Flom LLP
155 North
Wacker Drive
Chicago, Illinois
60606
(312)
407-0700
CALCULATION
OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$104,251,276.25
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$ 7,433.12
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*
Estimated for purposes of calculating the amount of the filing fee only.
The calculation assumes the purchase of all outstanding shares of common stock,
par value $0.02 per share (the Shares), of Rewards Network Inc., a Delaware
corporation, other than Shares owned by EGI Acquisition, L.L.C. (Purchaser)
and EGI Acquisition Parent, L.L.C. (Parent), at a purchase price of $13.75
per Share, net to the seller in cash. As of November 5, 2010, there were
8,815,599 Shares outstanding, of which 1,254,901 Shares are owned by Parent and
Purchaser. As a result, this calculation assumes the purchase of 7,560,698
Shares. The transaction value also includes
the offer price of $13.75 multiplied by 21,213, the estimated number of options
to purchase Shares that are currently outstanding and exercisable for Shares
with exercise prices of less than $13.75.
**
The amount of the filing fee is calculated in accordance with Rule 0-11
of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 2
for fiscal year 2011 issued by the Securities Exchange Commission on September 29,
2010. Such fee equals 0.0000713% of the
transaction value.
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.
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Amount Previously Paid: 7,433.12
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Filing Party: EGI Acquisition Parent, L.L.C.
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Form or Registration No.: Schedule TO-T
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Date Filed: November 8, 2010
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¨
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
Check the appropriate
boxes to designate any transactions to which the statement relates:
x
third-party
tender offer subject to Rule 14d-1.
¨
issuer
tender offer subject to Rule 13e-4.
x
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. 5
amends and supplements the combined Tender Offer Statement and Rule 13e-3
Transaction Statement filed under cover of Schedule TO (as amended and
supplemented, the
Schedule TO
)
filed by EGI Acquisition Parent, L.L.C., a Delaware limited liability company (
Parent
), and EGI Acquisition, L.L.C., a Delaware limited
liability company and wholly-owned subsidiary of Parent
(Purchaser
). Parent is controlled by KMJZ Investments,
L.L.C., a Delaware limited liability company (
KMJZ
),
as Parents non-member manager. KMJZ is
controlled by Chai Trust Company, LLC, an Illinois limited liability company (
Chai Trust
), by virtue of Chai Trust being the trustee of
each of the various trusts established for the benefit of members of the family
of Samuel Zell that directly own KMJZ.
The Schedule TO relates to the offer by Purchaser to purchase all the
outstanding shares of common stock, par value $0.02 per share (the
Shares
), of Rewards Network Inc., a Delaware corporation (
Rewards
), other than Shares owned by Parent and Purchaser,
at a purchase price of $13.75 per Share, net to the seller in cash, without
interest and less any applicable withholding taxes, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated November 8,
2010 (the
Offer to Purchase
), a copy of which
is attached to the Schedule TO as Exhibit (a)(1)(i), and the related
Letter of Transmittal, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(ii) (which,
as amended or supplemented from time to time, together constitute the
Offer
). All capitalized terms used in this Amendment No. 5
without definition have the meaning ascribed to such terms in the Schedule TO.
The following amendments to
Item 12 of the Schedule TO are hereby made.
Items 12. Exhibits
Item 12 of the Schedule TO is hereby amended by
deleting the existing Exhibit (c)(1) and substituting the following:
Exhibit No.
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Description
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(c)(1)
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Report of Conway MacKenzie, dated
November 5, 2010.**
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**
Portions of this exhibit and the exhibits thereto have been omitted and
filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment under Rule 24b-2 of the Securities and
Exchange Act of 1934.
2