UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
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Mirant Corporation
(Name of Subject Company (issuer))
Mirant Corporation, as issuer
(Name of Filing Person (identifying status as offeror, issuer or other person))
7.4% Senior Notes due 2004
2.5% Convertible Senior Debentures due 2021
(Titles of Classes of Securities)
842815-AC-6 (Senior Notes)
604675-AB-4 (Convertible Senior Debentures)
604675-AA-6 (Convertible Senior Debentures)
(CUSIP Numbers of Classes of Securities)
Douglas L. Miller, Esq.
Senior Vice President and General Counsel
Mirant Corporation
1155 Perimeter Center West
Suite 100
Atlanta, Georgia 30338
678-579-5000
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the filing person)
Copy to:
J. Gregory Milmoe, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
Calculation of Filing Fee
|_| 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: _______________
Form or Registration No.: _______________
Date Filed: __________________________
Filing Party: __________________________
|_| 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:
|_| 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: |X|
This Final Amendment No. 4 amends the Tender Offer Statement on
Schedule TO ("Schedule TO") filed with the Securities and Exchange
Commission (the "Commission") on June 2, 2003, by Mirant Corporation, a
Delaware corporation ("Mirant"), pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mirant
filed an Amendment No. 1 to the Schedule TO on June 20, 2003, an Amendment
No. 2 to the Schedule TO on June 30, 2003 and an Amendment No. 3 to the
Schedule TO on July 9, 2003. The Schedule TO relates to the offers by
Mirant, (i) to exchange (the "Senior Notes Exchange Offer") $1,000
principal amount of Mirant's 8.25% Senior Secured Notes due 2008 (the "New
Secured Notes"), $5.00 in cash and warrants to purchase 22.47 shares of
Mirant common stock for each $1,000 principal amount of Mirant's currently
outstanding 7.4% Senior Notes due 2004 (CUSIP No. 842815-AC-6) (the "Senior
Notes"), and (ii) to exchange (the "Convertible Senior Debentures Exchange
Offer," and together with the Senior Notes Exchange Offer, the "Exchange
Offers") $1,000 principal amount of New Secured Notes, $5.00 in cash and
warrants to purchase 22.47 shares of Mirant common stock for each $1,000
principal amount of Mirant's currently outstanding 2.5% Convertible Senior
Debentures due 2021 (CUSIP Nos. 604675-AB-4 and 604675-AA-6) (the
"Convertible Senior Debentures," and together with the Senior Notes, the
"Exchange Offer Securities") pursuant to the terms and conditions of the
Offering Circular and Disclosure Statement and Solicitation of Acceptances
of a Prepackaged Plan of Reorganization, dated June 2, 2003, as amended on
June 20, 2003, June 30, 2003 and July 9, 2003 (the "Offering Circular").
On July 14, 2003, Mirant terminated the Exchange Offers pursuant to
the conditions specified in the Offering Circular, which provides that
Mirant reserves the right to terminate the Exchange Offers in its sole and
absolute discretion, which may be for any or no reason. Mirant terminated
the Exchange Offers contemporaneously with its filing of a voluntary
petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Mirant will promptly return any and all Exchange Offer Securities that have
been tendered pursuant to the Exchange Offers.
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.
Date: July 15, 2003 By: /s/ J. William Holden III
Name: J. William Holden III
Title: Senior Vice President and Treasurer