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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
Schedule TO
(Amendment No. 1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
____________________________
The DeWolfe Companies, Inc.
(Name of Subject Company (Issuer))
____________________________
Timber Acquisition Corporation
NRT Incorporated
Cendant Corporation
(Name of Filing Persons (Offerors))
____________________________
Common Stock, par value $0.01 per share
(Titles of Classes of Securities)
____________________________
252115100
(CUSIP Number of Class of Securities)
____________________________
Eric J. Bock, Esq.
Executive Vice President, Law and Corporate Secretary
Cendant Corporation
9 West 57th Street
New York, New York 10019
(212) 413-1800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Persons)
____________________________
Copies To:
Thomas W. Greenberg, Esq. Kenneth D. Hoffert, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Senior Vice President and General Counsel
Four Times Square NRT Incorporated
New York, New York 10036 339 Jefferson Road
(212) 735-3000 Parsippany, New Jersey 07054
(973) 240-5000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$149,497,774 $13,754
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* Estimated for purposes of calculating the filing fee only. This
calculation assumes the purchase of 5,730,225 shares of common stock of
The DeWolfe Companies, Inc. (based on the number of shares outstanding as
of July 31, 2002) at the tender offer price of $19.00 per share of common
stock. The transaction value also includes the offer price of $19.00 less
$6.068, which is the weighted average exercise price of outstanding
options, multiplied by 3,141,316, the estimated number of options
outstanding.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 92/1,000,000 of
1% of the transaction valuation.
[X] 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: $13,754 Filing Parties: Timber Acquisition Corporation, NRT
Incorporated and Cendant Corporation
Form or Registration No.: Schedule TO Date Filed: August 14, 2002
[ ] 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:
[X] third-party tender offer subject to Rule 14d-1.
[ ] 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: [ ]
This Amendment No. 1 ("Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (the "Schedule TO"), filed initially with the
Securities and Exchange Commission on August 14, 2002 by Timber Acquisition
Corporation, a Massachusetts corporation ("Purchaser") and wholly owned
subsidiary of NRT Incorporated, a Delaware Corporation ("Parent"), and an
indirect wholly owned subsidiary of Cendant Corporation, a Delaware
corporation ("Cendant"), relating to the third-party tender offer by Purchaser
to purchase all the outstanding shares (the "Shares") of common stock, par
value $0.01 per share (the "Common Stock"), of The DeWolfe Companies, Inc., a
Massachusetts corporation (the "Company"), at a purchase price of $19.00 per
share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated August 14,
2002 (the "Offer to Purchase"), and in the related Letter of Transmittal,
copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively. Capitalized terms used and not otherwise defined
herein shall have the meanings assigned to such terms in the Offer to Purchase
or in the Schedule TO.
Item 12. Exhibits
Item 12 is hereby amended and supplemented to add the following
exhibit: (a)(1)(M): "Special Instructions for Holders of Uncertificated Shares
of Common Stock Under The DeWolfe Companies, Inc. Stock Purchase Plan."
SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: August 19, 2002
TIMBER ACQUISITION CORPORATION
By: /s/ Thomas J. Freeman
______________________________________
Name: Thomas J. Freeman
Title: Senior Vice President
NRT INCORPORATED
By: /s/ Thomas J. Freeman
_______________________________________
Name: Thomas J. Freeman
Title: Senior Vice President
CENDANT CORPORATION
By: /s/ Eric J. Bock
_______________________________________
Name: Eric J. Bock
Title: Executive Vice President, Law and
Corporate Secretary
Exhibit (a)(1)(M)
SPECIAL INSTRUCTIONS FOR HOLDERS OF
UNCERTIFICATED SHARES OF COMMON STOCK UNDER
THE DEWOLFE COMPANIES, INC. STOCK PURCHASE PLAN
If you hold shares of common stock of The DeWolfe Companies, Inc. in
uncertificated (i.e., book entry) form, through The DeWolfe Companies, Inc.
Stock Purchase Plan, you need to fill in the total number of shares that you
hold in such form under the caption "Total Number of Shares held in DRS" on
the cover page of the Letter of Transmittal, and clearly indicate the amount
of uncertificated shares you wish to tender under the caption "Number of
Shares Tendered".
IF YOUR ACCOUNT HOLDS UNCERTIFICATED SHARES AND THE BOX IS LEFT BLANK, IT WILL
BE DEEMED A TENDER OF ALL YOUR UNCERTIFICATED SHARES.