Exhibit (a)(13)
OFFER TO PURCHASE SUPPLEMENT
Dated August 13, 2003
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This Offer to Purchase Supplement amends and supplements, as of August 13, 2003,
the Offer to Purchase, dated July, 28, 2003 (the "Offer to Purchase"), which
describes the offer by RCS MediaGroup S.p.A. to purchase all outstanding
American Depositary Shares representing Ordinary Shares of Fila Holding S.p.A
for $1.12 net in cash per American Depositary Share without interest. All
capitalized terms used but not otherwise defined herein shall have the meaning
given to such terms in the Offer to Purchase. The Offer to Purchase, any
amendments and supplements thereto and all related documents have been filed
with the United States Securities and Exchange Commission (SEC) and may be
obtained from the SEC website at xxx.xxx.xxx.
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The information set forth under the caption "THE TENDER OFFER - 12. CERTAIN
LEGAL MATTERS; REGULATORY APPROVALS" in the Offer to Purchase is hereby amended
and supplemented by the replacement of the first sentence of the first paragraph
of that section with the following paragraph:
On July 31, 2003, a class action complaint was filed in the Supreme Court of the
State of New York in New York County on behalf of a putative class of public
holders of Fila ADSs alleging claims relating to the Offer. The case is
encaptioned Xxxx X. Xxxxx against Xxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx
Xxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxx, Xxxxxx
Xxxxxxxx, Xxxxx X. Xxxxxxx, Fila Holding S.p.A. and RCS Media Group S.p.A.,
Index Number 03602409. RCS understands that the plaintiff has filed, on August
7, 2003, an amended complaint which adds as a defendant The Bank of New York in
its capacity as U.S. Tender Agent. Copies of the complaint and the amended
complaint (collectively, the "Xxxxx Complaint") are filed as exhibits to
Amendment No. 2 to the Schedule TO filed with the SEC on August 13, 2003. This
summary is qualified in its entirety by reference to the Xxxxx Complaint. The
Xxxxx Complaint alleges, among other things, that (i) certain defendants
breached their fiduciary and other common law duties, (ii) certain defendants
are pursuing a course of business designed to eliminate the public securities
holders of Fila in violation of the laws of the State of New York in order to
enrich RCS at the expense and to the detriment of plaintiff and the putative
class, and (iii) the Offer constitutes a breach of the duty of fair dealing with
respect to plaintiff and the putative class. The plaintiff seeks, among other
things, monetary damages and to enjoin the defendants from proceeding with and
consummating the Offer (or rescinding the transactions contemplated by the Offer
if the Offer has already been consummated). RCS firmly believes that the
allegations contained in the Xxxxx Complaint are without merit and that it has
meritorious defenses to the claims in the Xxxxx Complaint. RCS intends to defend
against the claims set forth in the Xxxxx Complaint vigorously.
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Holders of Fila ADSs are reminded that the Offer and the related withdrawal
rights will expire at 12:00 midnight, New York City time, on Friday September 5,
2003, unless the Offer is extended.
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THE OFFER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR UPON THE ADEQUACY OR ACCURACY
OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DISTRIBUTION OF OFFER MATERIALS AND THE TRANSACTIONS CONTEMPLATED BY THE
OFFER MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS OUTSIDE OF THE UNITED
STATES. THE OFFER MATERIALS DO NOT CONSTITUTE, AND MAY NOT BE USED IN CONNECTION
WITH, AN OFFER OR SOLICITATION IN ANY JURISDICTION WHERE SUCH OFFERS OR
SOLICITATIONS ARE NOT PERMITTED BY LAW.
THE OFFER MATERIALS MAY NOT BE DISTRIBUTED TO PERSONS RESIDING IN ANY
JURISDICTION OUTSIDE OF THE UNITED STATES.
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