Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T/A Amendment Nr 8 to Schedule to 20± 86K
2: EX-99.A.20 Letterhead of Schlumberger 3 16K
3: EX-99.A.21 Letter of Lehman 2 15K
4: EX-99.A.22 Notice to Non Assenting Shareholders 2 12K
5: EX-99.D.17 Form of Election 4 18K
6: EX-99.D.18 Recommended Cash Offer by Schlumberger 6 28K
7: EX-99.D.19 Recommended Cash Offer by Schlumberger 5 29K
8: EX-99.D.20 Form of Election 4 18K
9: EX-99.D.21 Recommended Cash Offer by Schlumberger 7 35K
10: EX-99.D.22 Recommended Cash Offer by Schlumberger 7± 27K
11: EX-99.D.23 Recommended Cash Offer by Schlumberger 2 17K
12: EX-99.D.24 Recommended Cash Offer by Schlumberger 2 17K
13: EX-99.D.25 Recommended Cash Offer by Schlumberger 4 23K
14: EX-99.D.26 Recommended Cash Offer by Schlumberger 2 17K
15: EX-99.D.27 Recommended Cash Offer by Schlumberger 2 16K
16: EX-99.D.28 Recommended Cash Offer by Schlumberger 7 32K
17: EX-99.D.29 Recommended Cash Offer by Schlumberger 7 30K
18: EX-99.D.30 Form of Election 4 20K
19: EX-99.D.31 Form of Election 4 20K
20: EX-99.D.32 Form of Election 4 20K
21: EX-99.D.33 Form of Election 4 15K
22: EX-99.D.34 Form of Election 4 20K
EX-99.D.29 — Recommended Cash Offer by Schlumberger
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Exhibit 99(D)29
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are
in any doubt about what action you should take, you are recommended
immediately to seek your own financial advice from your stockbroker, bank
manager, solicitor, accountant or other independent financial adviser
authorised under the Financial Services Act 1986 or from another appropriate
authorised independent financial adviser.
Lehman Brothers, Morgan Stanley Dean Witter and Schroder Salomon Smith Barney,
each of which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting for Schlumberger, Schlumberger Industries S.A.
and Schlumberger Investments and no one else in connection with the Offer and
the proposals set out in this letter and will not be responsible to anyone
other than Schlumberger, Schlumberger Industries S.A. and Schlumberger
Investments for providing the protections afforded to customers of Lehman
Brothers, Morgan Stanley Dean Witter and Schroder Salomon Smith Barney nor for
giving advice in relation to the Offer and the proposals set out in this
letter. Lehman Brothers, as dealer manager for the Offer, is making the Offer
in the United States on behalf of Schlumberger Investments.
Credit Suisse First Boston and NM Rothschild & Sons Limited, each of which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited, are acting exclusively for Sema plc and no one else in connection
with the Offer and the proposals set out in this letter and will not be
responsible to anyone other than Sema for providing the protections afforded
to customers of Credit Suisse First Boston and NM Rothschild & Sons Limited,
nor for giving advice in relation to the Offer and the proposals set out in
this letter.
Lehman Brothers, Morgan Stanley Dean Witter, Schroder Salomon Smith Barney,
Credit Suisse First Boston and NM Rothschild & Sons Limited have each given
and not withdrawn their written consent to the issue of this letter with the
references to their names in the form and context in which they appear.
The Offer is not being made, directly or indirectly, in or into Australia,
Canada or Japan and may not be accepted in or from Australia, Canada or Japan.
Accordingly, copies of this letter, forms of elections and related documents
are not being, and must not be, mailed or otherwise distributed or sent in or
into Australia, Canada or Japan.
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Schlumberger Investments Sema plc
8th Floor 233 High
South Quay Plaza II Holborn
183 Marsh Wall London
London WC1V 7DJ
E14 9SH
Registered in
Registered in England England
No. 04157867 No. 1240677
23 April 2001
To: Participants in the Priority Call Management, Inc. Amended and Restated
1993 Stock Option Plan (the PCM ISO Plan)
Dear Participant
RECOMMENDED CASH OFFER BY SCHLUMBERGER INVESTMENTS FOR SEMA
1.Introduction
You will be aware of the Offer (the Offer) made by Lehman Brothers on behalf
of Schlumberger Investments for Sema plc (Sema).
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(i)Options now exercisable
Schlumberger Investments announced on 6 April 2001 that the Offer was
unconditional in all respects. All outstanding options to purchase Sema Shares
(Sema Shares) under the PCM ISO Plan may now be exercised. This letter
explains the choices open to you in respect of your option(s) under the PCM
ISO Plan and the steps you should take to give effect to your choice.
Enclosed with this letter is a form of election (the Form of Election) which
you should use to make your choice and which must be returned to your local HR
representative or AST as appropriate by 5.00 p.m. on 14 May 2001.
You are advised to refer to the Offer Document, which contains the full terms
and conditions of the Offer, when considering your choices. Words and
expressions in this letter and the Form of Election have the same meaning as
in the Offer Document unless stated otherwise. A copy of the Offer Document is
available on the Sema Intranet site.
(ii)Out of the Money options
Your attention is drawn to the fact that some options may have been granted at
exercise prices of a dollar value which is higher than the Offer Price of 560p
per Sema Share. This will depend on the exchange rate at which your exercise
monies are converted from US dollars into pounds sterling. Where the exercise
price is higher than the Offer Price and you choose to exercise your option(s)
and acquire Sema Shares and accept the Offer (or retain or sell in the market
those Sema Shares or they are compulsorily acquired by Schlumberger
Investments), you would receive less for those Sema Shares than you paid for
them and you would suffer a loss.
(iii)Compulsory acquisition
Please note that Schlumberger Investments has today exercised its right to
acquire compulsorily any minority shareholdings in Sema by giving notice
pursuant to Section 429 of the UK Companies Act 1985.
2.Courses of Action
In summary, your choices are as follows:
1. To accept a cash payment in return for the cancellation of your
option(s) (the Cash Cancellation Offer); or
2. To exercise your option(s) and either accept the Offer (the Exercise and
Acceptance Proposal), sell your Sema Shares in the market, or retain
your Sema Shares; or
3. To do nothing in which case your option(s) will remain exercisable until
their normal expiry date unless you leave the employment of the Sema
Group at an earlier date.
Choice 1 Cash Cancellation Offer
You may accept a cash payment in return for cancelling your option(s). This
effectively gives you the gain you would have made if you had exercised your
option(s) to subscribe for Sema Shares and accepted the Offer.
Under the Cash Cancellation Offer, you will be paid cash in return for your
agreement to cancel your option(s). The amount of the cash cancellation
payment will be the amount by which the Offer Price of 560p per Sema Share
exceeds the exercise price for each Sema Share under your option(s).
Procedure to accept the Cash Cancellation Offer
If you wish to accept the Cash Cancellation Offer for your option(s), you
should tick Box A of the Form of Election. You should then send the completed
Form of Election to your local HR representative to be received by not later
than 5.00 p.m. on 14 May 2001.
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If you elected to accept the Cash Cancellation Offer for your option(s), then
provided that you have properly completed and returned the Form of Election as
instructed, you will be paid the cash cancellation payment to which you are
entitled (subject to any withholding) with your pay for June (or during June
2001 if you are a weekly paid employee). This amount will be paid in US
dollars, and will be calculated using the exchange rate obtainable on the spot
market in London at approximately noon (London time) on 14 May 2001.
A summary of the tax treatment of United States tax resident and Malaysian tax
resident option holders who choose the cash cancellation alternative is set
out in the appendix to this letter. If you are tax resident in any
jurisdiction other than the United States you should take independent advice
on the consequences of your choice.
Choice 2 Exercise your option
Alternatively you may exercise your option(s) under the PCM ISO Plan to
subscribe for Sema Shares.
You may then:
(i) accept the Offer in relation to the Sema Shares you acquire; or
(ii) retain all or any of such Sema Shares (although such Sema Shares will
be compulsorily acquired by Schlumberger Investments on 4 June 2001);
or
(iii) sell your Sema Shares in the market. However, it may not be possible
to sell at the Offer Price of 560p and you will incur dealing costs
in respect of such sale. It is also expected that Sema Shares will
have their listing on the London Stock Exchange cancelled on 9 May
2001 and on Nasdaq in the near future.
If you exercise your option(s) and accept the Offer using the enclosed Form of
Election, you will be entitled to receive in accordance with the terms set out
in the Offer Document:
for each Sema Share 560p in cash
If you accept the Offer in respect of the Sema Shares acquired on exercise of
your option(s), instead of receiving cash consideration in pounds sterling,
you may elect to receive it in US dollars. If you make such an election, the
cash to which you would otherwise be entitled under the Offer will be
converted, without charge, from pounds sterling to US dollars at the exchange
rate obtainable on the spot market in London at approximately noon (London
time) on the date the cash consideration is made available by Schlumberger
Investments to the relevant payment agent for delivery in respect of the
relevant Sema Shares. You can only elect to receive US dollars in respect of
all your Sema Shares acquired on exercise of your option(s) (you cannot elect
to receive both pounds sterling and US dollars).
Procedure to exercise your option and accept the Offer
If you wish to exercise your option(s), other than any out of the money
option(s) and accept the Offer in respect of the Sema Shares you acquire on
exercise, you should tick Box B on the Form of Election. You will need to fund
the exercise price of your option(s). The Form of Election must be accompanied
by a cheque for the relevant exercise price in US dollars made payable to Sema
plc.
You should then send your completed Form of Election together with your cheque
payable to Sema plc to Karen Jagram, AST, 250 Broadway, 14th Floor, New York,
NY10007, USA so as to be received no later than 5.00 p.m. on 14 May 2001.
If you have properly completed and returned the Form of Election as instructed
above you will be posted a cheque for the amount due to you (after any
withholding) within 14 days of Computershare Trust Company of New York
(Schlumberger Investments' forwarding agent in respect of the Offer) receiving
your completed Form of Election.
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Procedure to exercise your option(s) but not accept the Offer
If you wish to exercise your option(s) but you do not wish to accept the
Offer, do not complete the Form of Election. You should contact your local HR
representative who will supply you with the necessary form.
The exercise of your option(s) under the PCM ISO Plan will have tax
consequences for you. If you are United States tax resident, please read the
Appendix (United States Tax Treatment) to this letter and the United States
federal income taxation section set out in paragraph 14 of Appendix IV of the
Offer Document carefully before deciding what course of action to take. If you
are tax resident in any other jurisdiction than the United States you should
take independent advice on the tax consequences of your choice.
Take no action
If you take no action, your option(s) will remain exercisable in the normal
way and will lapse in due course under the terms of the PCM ISO Plan.
3.General
If you are already in a special exercise period which is unconnected with the
Offer (for example, because you have already left the employment of the Sema
Group and have an existing right to exercise your option(s)), you can only
exercise your option(s) during that special period or any shorter period which
arises under the rules of the PCM ISO Plan as a result of the Offer. Nothing
in this letter serves to extend the life of an option which lapses (or has
already lapsed) under the rules of the PCM ISO Plan.
4.Responsibility
The directors of Schlumberger Investments, whose names are set out in Schedule
IVA to Appendix IV of the Offer Document, accept responsibility for the
information contained in this letter other than that relating to the Sema
Group, the directors of Sema and their immediate families, related trusts and
controlled companies. To the best of the knowledge and belief of the directors
of Schlumberger Investments, (who have taken all reasonable care to ensure
that such is the case), the information contained in this letter for which
they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The members of the Sema Advisory Committee* accept responsibility for the
information contained in this letter relating to the Sema Group, the directors
of Sema and their immediate families, related trusts and controlled companies.
To the best of the knowledge and belief of the Sema Advisory Committee (who
have taken all reasonable care to ensure that such is the case), the
information contained in this letter for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
5.Recommendation
The Sema Advisory Committee, which has been so advised by Credit Suisse First
Boston and NM Rothschild & Sons Limited, consider the proposals to option
holders under the PCM ISO Plan set out in this letter to be fair and
reasonable. In providing advice to the Sema Advisory Committee, Credit Suisse
First Boston and NM Rothschild & Sons Limited have taken into account the Sema
Advisory Committee's commercial assessments. The Sema Advisory Committee
recommend that option holders with "in the money" options accept either the
Exercise and Acceptance Proposal or the Cash Cancellation Offer according to
their individual circumstances and that option holders with "out of the money"
options do not choose to exercise their option(s) and in doing so, allow them
to lapse.
6.Further Assistance
The decision as to which course of action to take is a matter for you. You
should bear in mind, in particular, the time limits and tax position explained
in this letter.
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If you are in any doubt about which course of action to choose, you are
strongly advised to seek your own independent financial advice immediately.
If you are unclear as to the meaning of any part of this letter you should
contact your local HR representative.
Yours faithfully
For and on behalf of For and on behalf of
Schlumberger Investments Sema plc
/s/ Jean-Dominique Percevault /s/ Sir Julian Oswald
Jean-Dominique Percevault Sir Julian Oswald
Director Chairman
*"Sema Advisory Committee" means a committee of the Sema Board consisting of
Sir Julian Oswald, Pierre Bonelli and Harry Fryer, which has been charged with
responsibility for considering and approving the proposals, the full Sema Board
being in a transitional period following the Offer becoming unconditional.
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APPENDIX
United States Tax Treatment
Summarised below are some of the United States taxation implications of the
courses of action described in this letter for participants resident or
ordinarily resident in the United States of America for tax purposes. This
appendix is for guidance only. The precise implications for you will depend on
your particular circumstances and, if you are in any doubt as to your taxation
position or you are subject to taxation in any jurisdiction other than the
United States, you should consult your own appropriate professional adviser
before taking any action.
You should also refer to paragraph 14 of Appendix IV of the Offer Document for
additional information on United States federal income taxation relating to
the Offer.
ACCEPTANCE OF THE CASH CANCELLATION OFFER
If you accept the cash cancellation offer, any amount received in
consideration of the cancellation of your option will be taxed as ordinary
income and be subject to applicable withholding of taxes (federal, state and
local income taxes, FICA, etc.).
EXERCISE OF OPTION AND ACCEPTANCE OF THE OFFER
Non-statutory Options. Generally, you will recognize ordinary income when you
exercise your Non-statutory Option in an amount equal to the excess of the
fair market value of the underlying stock on the date of exercise over the
exercise price. Gain or loss on your subsequent sale or other disposition of
the stock acquired upon the exercise of your Non-statutory Option (including
pursuant to the Offer) will be measured by the difference between the amount
realized on the disposition and the tax basis of such stock, and will
generally be long-term or short-term capital gain or loss depending on how
long you have held the stock. The tax basis of the stock acquired upon the
exercise of any Non-statutory Option will be equal to the sum of the exercise
price of such Non-statutory Option and the amount included in income with
respect to such option.
Incentive Options. In general, you are not subject to any taxation upon the
exercise of an Incentive Option. To receive special tax treatment as an
Incentive Option under the Internal Revenue Code as to stock acquired upon
exercise of an Incentive Option, you must neither dispose of such stock within
two years after the Incentive Option is granted nor within one year after the
transfer of the stock to you pursuant to exercise of such option. In addition,
you must remain employed by the company or a qualified subsidiary at all times
between the date of grant and the date three months (one year in the case
disability) before exercise of the option. (Special rules apply in the case of
the death of the option holder.)
If the holding period rules noted above are not satisfied, gain recognized on
the disposition (a "disqualifying disposition") of the stock acquired upon the
exercise of your Incentive Option (including pursuant to the Offer) will be
characterized as ordinary income. Such gain will be equal to the difference
between the exercise price and the value of the stock at the time of exercise.
(Special rules may apply to disqualifying dispositions where the amount
realized is less than the value at exercise.) Any excess of the amount
realized upon such disposition over the value at exercise will generally be
long-term or short-term capital gain depending on the holding period involved.
If the holding period rules noted above are satisfied, generally, any gain
recognized on the sale of the stock will be treated as capital gain. However,
the exercise of an Incentive Option (if the holding period rules described in
this paragraph are satisfied) will give rise to income includable by you in
your alternative minimum taxable income for purposes of the alternative
minimum tax in an amount equal to the excess of the value of the stock
acquired on the date of the exercise of the option over the exercise price.
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The foregoing tax discussion is intended to be a general description of
certain expected federal income tax results under current law. No attempt has
been made to address any state and local, foreign or estate and gift tax
consequences that may arise in connection with participation in the Plan. All
affected individuals should consult their own advisors for any specific advice
as to their own tax situation or if they wish any further details or have
special questions.
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