WWW.EXFILE.COM -- PRE-PAID SCHEDULE TOA -- 14497
UNITED
STATES
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
Pre-Paid
Legal Services, Inc.
(Name
of
Subject Company (Issuer))
Pre-Paid
Legal Services, Inc.
(Name
of
Filing Person, the Issuer)
COMMON
STOCK, $0.01 PAR VALUE
(Title
of
Class of Securities)
740065
107
(CUSIP
Number of Class of Securities)
Randy
Harp
Chief
Operating Officer
Pre-Paid
Legal Services, Inc.
One
Pre-Paid Way
Ada,
Oklahoma 74820
(580)
436-1234
(Name,
address and telephone number of person
authorized
to receive notices and communications on
behalf
of
filing person)
with
a
copy to:
Michael
M. Stewart, Esq.
Crowe
& Dunlevy, A Professional Corporation
20
North Broadway, Suite 1800
Oklahoma
City, OK 73102
(405)
235-7700
CALCULATION
OF FILING FEE
|
Transaction
valuation*
|
Amount
of filing fee
|
| |
|
|
$35,000,000.00
|
$7,000.00
|
*
Calculated solely for purposes of determining the filing fee, in accordance
with
Rule 0-11 of the Securities Exchange Act of 1934. This calculation assumes
the
purchase of 1,000,000 of common stock of Pre-Paid Legal Services, Inc. at
the
maximum tender offer purchase price of $26.00 per share in cash.
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: $7,000.00
Form
or
Registration Number: Schedule TO
Filing
Party: Pre-Paid Legal Services, Inc.
Date
Filed: July 5, 2006
o
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:
o
third party tender
offer subject to Rule 14d-1.
x
issuer tender offer
subject to Rule 13e-4.
o
going private
transaction subject to Rule 13e-3.
o
amendment to Schedule
13D under Rule 13d-2.
Check
the
following box if the filing is a final amendment reporting the results of
a
tender offer: o
This
Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule
TO
filed with the Securities and Exchange Commission on July 5, 2006 (the “Schedule
TO”) by
Pre-Paid
Legal Services, Inc (the “Company” or “PPLS”) relating to the offer of PPLS to
purchase up to 1,000,000 shares of its common stock, at a price of $35.00
per
share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated July 5, 2006,
(the
“Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of
Transmittal”), which, as amended or supplemented from time to time, together
constitute the tender offer and which are appended to and filed with the
Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. Capitalized
terms used herein but not otherwise defined have the meanings ascribed to
such
terms in the Offer to Purchase.
| Item
1. |
Summary
Term Sheet.
|
The
information under the heading “Summary Term Sheet” in the Offer to Purchase is
amended on page 4 in the answer to the question “How will I be notified if PPLS
extends the offer?” to amend the reference to the time of the press release to
“9:00 a.m. Eastern time” rather than “10:00 a.m., New York City
time”.
| Item
4. |
Terms
of the Transaction.
|
Section
15 of the Offer to Purchase “Extension
of the Tender Period; Termination; Amendments”
is
amended in the next to the last sentence of the first paragraph of such section
to change the time reference from “Central time” to “Eastern time”.
| Item
10. |
Financial
Statements.
|
Item
10
of the Schedule TO is amended to read in its entirety as follows:
(a)-(b)
Not applicable. The tender offer is not subject to any financing condition
and
the offeror is a public reporting company under Section 13(a) or 15(d) of the
Exchange Act that files reports electronically on EDGAR. However, the offeror
has elected to provide certain pro forma financial information in
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.
Date:
July 21, 2006
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|
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PRE-PAID
LEGAL SERVICES, INC. |
|
|
|
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By: |
/s/ Steve
Williamson |
| |
Steve
Williamson, Chief Financial Officer |
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|