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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 1/11/06  Nordic Telephone CO ApS           SC TO-T/A              1:14   TDC A/S                           Merrill Corp/New/- FA
          Apax Europe VI GP Co/LTD
          Apax Europe VI GP LP Inc
          Apax Europe VI-A L/P
          Apax Partners Europe Managers Limited
          Blackstone Capital Partners (Cayman) IV L/P
          Blackstone Communications Management Associates (Cayman) L/P
          Blackstone Fi Communications Associates (Cayman) Ltd
          Blackstone LR Associates (Cayman) IV Ltd.
          Blackstone Management Associates (Cayman) IV L/P
          Blackstone Nss Communications Partners (Cayman) L/P
          KKR Associates Europe II Limited Partnership
          KKR Associates Millennium (Overseas)/Limited Partnership
          KKR Europe II Limited
          KKR European Fund II Limited Partnership
          KKR Millennium Fund (Overseas) Limited Partnership
          KKR Millennium Limited
          Nordic Telephone Company Finance ApS
          Nordic Telephone Company Holding ApS
          Nordic Telephone Company Investment ApS
          Permira (Europe) Limited
          Permira Europe II C/V/3
          Permira Europe II C/V/4
          Permira Europe II Co-Investment Scheme
          Permira Europe II L/P/1
          Permira Europe II L/P/2
          Permira Europe II Managers L/P
          Permira Europe III G/P/L/P
          Permira Europe III G/P/Limited
          Permira Europe III L/P/1
          Permira Europe III L/P/2
          Providence Equity Offshore GP IV L/P
          Providence Equity Offshore GP V L/P
          Providence Equity Offshore Partners IV L/P
          Providence Equity Offshore Partners V L/P
          Providence Equity Partners (Cayman) IV Ltd
          Providence Equity Partners (Cayman) V Ltd
          Schroder Ventures Investments Limited

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment to Tender-Offer Statement -- Third-Party  HTML    134K 
                          Tender Offer                                           

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

(Amendment No. 10)

TDC A/S
(Name of Subject Company (Issuer))

(Names of Filing Persons (Offerors))

Ordinary Shares, nominal value DKK5 each
(Title of Class of Securities)

ISIN DK0010253335
(ISIN Number of Class of Securities)

Amercian Depositary Shares (representing ordinary shares),
(Title of Class of Securities)

87236N102
(CUSIP Number of Class of Securities)

CALCULATION OF FILING FEE

*

Estimated for purposes of calculating the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The calculation of the transaction valuation assumes the purchase of 198,375,177 shares of TDC A/S of DKK5 each, at a purchase price of DKK382 per share in cash upon the expiration of the initial offering period referred to herein, converted into U.S. dollars at the noon buying rate as published by the Federal Reserve Bank of New York on November 30, 2005 of $1=DKK6.3200.

**

The amount of the filing fee, calculated in accordance with Regulation 240.0-11 of the Exchange Act, and Fee Advisory #5 for Fiscal Year 2006, is equal to .010700% of the value of the transaction.

ý

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.

Amount Previously Paid: $1,282,973.0

Form or Registration No.: Schedule TO

Date Filed: December 2, 2005

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

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:    o

        This Amendment No. 10 to Schedule TO amends and supplements the Schedule TO originally filed by Nordic Telephone Company ApS and the other offerors (the "Offerors") on December 2, 2005 (as it may be amended or supplemented from time to time, the "Schedule TO"). The Schedule TO relates to the offer by Nordic Telephone Company ApS, a private limited liability company (the "Bidder"), to purchase all shares of DKK5 each ("TDC Shares"), and American Depositary Shares ("TDC ADSs"), each representing one-half of one TDC Share, of TDC A/S, a Danish public limited company organized under the laws of Denmark, at a purchase price of DKK382 per share and the U.S. dollar equivalent of DKK191 per ADS in cash (in each case without interest and subject to adjustment as described in the Offer Document). The terms and conditions of the offer (as it may be amended or supplemented from time to time, the "Tender Offer") are described in the Offer Document, published on December 2, 2005 (as it may be amended or supplemented from time to time, the "Offer Document"), a copy of which was originally filed as Exhibit (a)(1)(A) to the Schedule TO filed on December 2, 2005, and, where applicable, the related Form of Acceptance (included in the Offer Document) and Letter of Transmittal and the instructions thereto, a copy of which was originally filed as Exhibit (a)(1)(B) to the Schedule TO filed on December 2, 2005.

        Except as otherwise indicated, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

   
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

        Item 3(a), (b) and (c) of the Schedule TO are hereby amended and supplemented by replacing Schedule I to the Offer Document in its entirety with the following:

   
Schedule I
Certain Control Persons

        Set forth below is the name, present principal occupation or employment and five-year employment history of each director of Nordic Telephone Company ApS, Nordic Telephone Company Investment ApS, Blackstone FI Communications Associates (Cayman) Ltd., Blackstone LR Associates (Cayman) IV Ltd., KKR Millennium Limited, KKR Europe II Limited, Permira Europe III GP Limited, Permira (Europe) Limited, Providence Equity Partners (Cayman) V Ltd, Providence Equity Partners (Cayman) IV Ltd, Apax Europe VI GP, Co. Ltd. and Apax Partners Europe Managers Limited.

Directors and Officers of Nordic Telephone Company ApS and Nordic Telephone Company Investment ApS

        Mr. Björklund is a citizen of Finland. Mr. Guffey and Mr. Schwed are citizens of the United States. Mr. Haarmann is a citizen of Germany. Mr. Wilson is a citizen of the United Kingdom.

2

Directors and Officers of Blackstone FI Communications Associates (Cayman) Ltd. and Blackstone LR Associates (Cayman) IV Ltd.

        All the persons listed below are citizens of the United States. The business address of all persons listed below is c/o The Blackstone Group L.P., 345 Park Avenue, New York, NY 10154, U.S. with business telephone number of +1 212 583 5000.

3

Directors and Officers of KKR Millennium Limited and KKR Europe II Limited

        All the persons listed below are citizens of the United States, except for Jacques Garaïalde, who is a citizen of France, Dominic P. Murphy, who is a citizen of the United Kingdom, and Johannes P. Huth, Reinhard Gorenflos and Oliver Haarmann, who are each citizens of Germany. The business address of Messrs. Kravis, Raether, Nuttall, Lipschultz, Navab, Golkin, Carroll and Saer is Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, NY 10019, U.S. with business telephone number of +1 212 7750 8300. The business address of Messrs. Roberts, Greene, Calbert, Michelson, Goltz and Clammer is 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025, U.S. with business telephone number of +1 650 233-6560.

        The business address of Messrs. Fisher, Huth, Garaïalde, Gorenflos, Haarmann, Murphy and Pfeffer is Stirling Square, 7 Carlton Gardens, London SW1Y 5AD, U.K. with business telephone number of +44 (0)20 7839 9800.

4

Directors and Officers of Permira Europe III GP Limited and Permira (Europe) Limited

        All the persons listed below are citizens of the United Kingdom, except for Mr. Marren, who is a citizen of Ireland.

5

(1)

Mr. McNairn has recused himself from all matters in relation to this Tender Offer due to an actual or potential conflict.

Directors and Officers of Providence Equity Partners (Cayman) V Ltd. and Directors and Officers of Providence Equity Partners (Cayman) IV Ltd.

        All the persons listed below are citizens of the United States. The business address of all persons listed below is 50 Kennedy Plaza, 18^th Floor, Providence, RI 02903, U.S. with business telephone number of +1 401 751 0536.

Directors and Officers of Apax Europe VI GP, Co. Ltd

        Messrs. Tilton and Barrett are citizens of the United Kingdom. Mr. Arnold is a citizen of Jersey, Channel Islands. Mses. Fallaize and Helyar are citizens of Guernsey, Channel Islands.

6

7

Directors and Officers of Apax Partners Europe Manager Ltd.

        All the persons listed below are citizens of the United Kingdom except that Mr. Martin C. Halusa is a citizen of Austria and Mr. Paul Fitzsimons is a citizen of Ireland. The business address of all persons listed below is 15 Portland Place, London W1B 1PT, U.K. with business telephone number of +44 (0) 20 7872 6300.

        During the last five years, none of the persons listed above or any of the entities listed in Section 10, "Description of the Bidder and acquisition entities" has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person or entity from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of such laws.

        The telephone number of the principal office of the Bidder and Nordic Telephone Company Investment ApS is +45 7227 0000. The telephone number of the principal office of Apax Europe VI GP Co. Limited, Apax Europe VI GP LP Inc., the Apax Funds and Apax Partners Managers Ltd is +44 (0) 1481 713843. The telephone number of the principal office of the Blackstone Funds, BMA, BCMA, Blackstone LR and Blackstone Limited is +1 212 583 5000. The telephone number of the principal office of the KKR Funds, KKR Millennium Limited, KKR Associates Millennium (Overseas), Limited Partnership, KKR Europe II Limited, KKR Associates Europe II, Limited Partnership and KKR 1996 Overseas, Limited is +1 212 750 8300. The telephone number of the principal office of the Permira Funds, Permira Europe III GP L.P., Permira Europe III GP Limited and Permira (Europe) Limited is +44 (0) 1481 745001. The telephone number of the principal office of the Providence Funds, Providence

8

Equity Offshore GP V L.P., Providence Equity Partners (Cayman) V Ltd., Providence Equity Offshore G IV L.P. and Providence Equity Partners IV Ltd. is +1 401 751 1700.

   
ITEM 4. TERMS OF THE TRANSACTION

        Item 4 of the Schedule TO is hereby amended and supplemented by the following:

        The response contained in Item 4 of the statement on Schedule 13D, filed by the Bidder and certain other parties thereto with the Securities and Exchange Commission on December 9, 2005, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on December 22, 2005, Amendment No. 2 filed with the Securities and Exchange Commission on January 10, 2006 and Amendment No. 3 filed with the Securities and Exchange Commission on January 11, 2006 (the "Schedule 13D") is incorporated herein by reference.

   
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

        Item 6 of the Schedule TO is hereby amended and supplemented by the following:

        The response contained in Item 4 of the Schedule 13D is incorporated herein by reference.

   
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        Item 7 of the Schedule TO is hereby amended and supplemented by the following:

        The response contained in Item 3 of the Schedule 13D is incorporated herein by reference.

   
ITEM 11. ADDITIONAL INFORMATION.

        Item 11 of the Schedule TO is hereby amended and supplemented by the following:

        The Press Release of the Bidder, dated January 11, 2006, is hereby incorporated by reference to Exhibit 99.10 to the Schedule 13D.

   
ITEM 12. EXHIBITS.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following thereto:

9

   
SIGNATURES

        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.

Dated: January 11, 2006

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Exhibit Index

19

 QuickLinks

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

ITEM 4. TERMS OF THE TRANSACTION
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 11. ADDITIONAL INFORMATION.
ITEM 12. EXHIBITS.

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Dates Referenced Herein   and   Documents Incorporated By Reference

This SC TO-T/A Filing		Date		Other Filings
		11/30/05		6-K, SC TO-C, SC14D9C
		12/2/05		SC 14D9, SC TO-T
		12/9/05		SC 13D, SC TO-T/A
		12/22/05		SC 13D/A, SC TO-T/A
		1/10/06		SC 13D/A
Filed On / Filed As Of		1/11/06		SC 13D/A, SC 14D9/A
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