Pursuant
to General Instruction D to Schedule TO, no filing fee is required in
connection with this filing as it contains only preliminary communications
made before the commencement of a tender offer.
¨
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: N/A
Filing
Party: N/A
Form
or Registration No.: N/A
Date
Filed: N/A
x
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:
¨
third
party tender offer subject to
Rule 14d-1.
x
issuer
tender offer subject to
Rule 13e-4.
¨
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:
¨
On
November 6, 2009, CTM Media Holdings, Inc., a Delaware corporation issued a
press release announcing its intention to commence a tender offer to purchase up
to thirty percent of its outstanding common stock. CTM Media Holdings
intends to offer to purchase up to an aggregate of 2,790,013 shares of its
Class A common stock, $0.01 par value per share, and Class B common
stock, $0.01 par value per share, for a maximum price of
$3,069,014. The press release, which is attached as an exhibit to the
Schedule TO, does not constitute an offer to any stockholders.
The tender offer has not
commenced. Neither the press release, nor this filing on Schedule TO
constitutes an offer to any stockholder. CTM Media Holdings will file
a Tender Offer Statement on Schedule TO with the SEC upon the commencement of
the tender offer. CTM Media Holdings stockholders should read
the tender offer documents when they become available because they will contain
important information. Stockholders will be able to get the tender
offer documents without charge from the website of the Securities and Exchange
Commission at www.sec.gov after these documents are filed.
Stockholders
will also be able obtain the tender offer documents from CTM Media Holdings
without charge by directing a request to CTM Media Holdings, Inc., 11 Largo
Drive South, Stamford, Connecticut06907, Attention: Investor Relations,
Telephone: (203) 323-5161.
Item 12. Exhibits.
Exhibit
Number
Description
99.1
Press
Release of CTM Media Holdings, Inc., dated November 6,2009.