================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------
AMENDMENT NO. 2
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
-------------------------------------------------------
MULTEX.COM, INC.
(Name of Issuer)
-------------------------------------------------------
MULTEX.COM, INC.
(Name of Person(s) Filing Statement)
-------------------------------------------------------
Common Stock, par value $0.01 per share
(Title of Class of Securities)
625367 10 7
(CUSIP Number of Class of Securities)
Edward C. Fargis, Esq.
Multex.com, Inc.
100 William Street, 7th Floor
New York, New York 10038
212-607-2400
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
Phillip R. Mills, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
This statement is filed in connection with (check the appropriate box):
[ ] a. The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17CFR 140.14c-101] or Rule 13e3(c) [ss.240.13e-3(c)] under the
securities exchange Act of 1934.
[ ] b. The filing of a registration statement under the Securities Act of 1933.
[X] c. A tender offer.
[ ] d. None of the above.
[ ] Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies
Calculation of Filing Fee
--------------------------------------------------------------------------------
Transaction Amount of filing fee(2)
Valuation(1) $237,908,688 $19,250
--------------------------------------------------------------------------------
(1) For purposes of calculating fee only. This amount is based upon the
purchase of 30,566,672 shares of Common Stock par value $0.01 per share of
Multex.com, Inc., at a purchase price of $7.35 per share net in cash.
(2) The amount of the filing fee, calculated in accordance with Section
14(g)(1)(A)(ii) of the Securities Exchange Act of 1934, as amended, and
Fee Rate Advisory No. 11 issued by the Securities and Exchange Commission
on February 21, 2003, equals $80.90 per million dollars of the Transaction
Valuation.
[X] Check 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: $19,250
--------------------------------------------------------
Form or Registration No.: Schedule TO
-------------------------------------------------------
Filing Party: Proton Acquisition Corporation and Reuters Group PLC
-----------------------------------------------------------------
Date Filed: February 26, 2003
--------------------------------
===============================================================================
This Amendment No. 2 (this "Amendment") amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3 initially filed with the
Securities and Exchange Commission (the "Commission") on February 26, 2003, as
amended by Amendment No. 1 on March 19, 2003 (the "Schedule 13E-3"), by
Multex.com, Inc., a Delaware corporation ("Multex"). The filing person is the
subject company. The Schedule 13E-3 and this Amendment relate to the tender
offer by Proton Acquisition Corporation (the "merger subsidiary"), a Delaware
corporation and an indirect wholly owned subsidiary of Reuters Group PLC, a
company organized under the laws of England and Wales ("Reuters"), to purchase
all of the outstanding shares of Multex common stock, $0.01 par value per share
for a purchase price of $7.35 per common share, net to each selling stockholder
in cash, upon the terms and subject to the conditions set forth in Reuters'
Offer to Purchase, dated February 26, 2003, as amended, and the related Letter
of Transmittal.
This Amendment also relates to an Amended and Restated Agreement and Plan
of Merger dated as of February 24, 2003 among Multex, Reuters and its merger
subsidiary, as amended by Amendment No. 1 to the Amended and Restated Agreement
and Plan of Merger, dated as of March 17, 2003, among Multex, Reuters and its
merger subsidiary. A copy of the Amended and Restated Agreement and Plan of
Merger is filed as Exhibit 2.1 to our Report on Form 8-K filed with the
Commission on February 25, 2003 and we are incorporating it into this document
by reference. A copy of Amendment No. 1 to the Amended and Restated Agreement
and Plan of Merger is filed as Exhibit (d)(5) to Amendment No. 2 to the
Schedule TO of Reuters and we are incorporating it into this document by
reference.
Reuters has described its offer in a Tender Offer Statement on Schedule TO
(which includes the information required to be reported under Rule 13e-3 of the
Securities Exchange Act of 1934) that it filed with the Commission on February
26, 2003, as amended by additional filings on March 12, 2003, March 19, 2003
and March 26, 2003 (as so amended, the "Schedule TO"). Concurrently with the
filing of this Amendment, we are filing an amendment to our Schedule 14D-9 (as
so amended, the "Schedule 14D-9").
Certain sections contained in our Schedule 14D-9 and Reuters' Schedule TO,
which sections are expressly listed below, are hereby expressly incorporated
herein by reference. All information in, or incorporated by reference in, this
Amendment concerning Multex has been supplied by Multex and all information
concerning Reuters and its merger subsidiary has been supplied by Reuters.
Item 4. Terms of the Transaction
We are incorporating into this document by reference the information
contained under Item 8 entitled "Additional Information" in Amendment No. 2 to
our Schedule 14D-9.
Item 5. Plans or Proposals of the Issuer or Affiliate
We are incorporating into this document by reference the information
contained under Item 8 entitled "Additional Information" in Amendment No. 2 to
our Schedule 14D-9.
Item 7. Purpose(s), Alternatives, Reasons and Effects
We are incorporating into this document by reference the information
contained under Item 8 entitled "Additional Information" in Amendment No. 2 to
our Schedule 14D-9.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities
We are incorporating into this document by reference the information
contained under Item 8 entitled "Additional Information" in Amendment No. 2 to
our Schedule 14D-9.
Item 17. Material to Be Filed as Exhibits.
(c) We are incorporating into this document by reference Exhibit (a)(5)(iv)
to Amendment No. 3 to the Schedule TO of Reuters filed on March 26,
2003.
SIGNATURE
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.
MULTEX.COM, INC.
By: /s/ ISAAK KARAEV
------------------------------
Name: Isaak Karaev
Title: Chairman and
Chief Executive Officer
Dated: March 26, 2003