SC 13D/A 1 sc13da.txt AMENDMENT NO. 1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ---------------------- TENON LIMITED (Name of Issuer) ORDINARY SHARES PREFERENCE SHARES (Title of Class of Securities) ---------------------- 339324873 (CUSIP Number for Ordinary Shares) 339324808 (CUSIP Number for Preference Shares) ---------------------- RUBICON LIMITED LEVEL 6, MICROSOFT HOUSE 7-9 FANSHAWE STREET AUCKLAND NEW ZEALAND +64 9 3569800 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) ---------------------- COPY TO: RICHARD HALL, ESQ. CRAVATH, SWAINE & MOORE LLP WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NEW YORK 10019 (212) 474-1000 ---------------------- APRIL 8, 2004 (Date of Event which Requires Filing of this Statement) ============================================================================== If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and filing this schedule because of {section}{section} 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. Page 1 of 18 * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 18 CUSIP NO. FOR ORDINARY SHARES: 339324873 CUSIP NO. FOR PREFERENCE SHARES: 339324808 ---------- ------------------------------------------------------------------- 1 Rubicon Limited ---------- ------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) (b) ---------- ------------------------------------------------------------------- 3 SEC Use Only ---------- ------------------------------------------------------------------- 4 Source of Funds OO ---------- ------------------------------------------------------------------- 5 Check If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] ---------- ------------------------------------------------------------------- 6 Citizenship or Place of Organization New Zealand ---------- ------------------------------------------------------------------- 7 Sole Voting Power None ----------------------------------------------- Number of Shares 8 Shared Voting Power Beneficially Owned by None Each Reporting Person ----------------------------------------------- with 9 Sole Dispositive Power None ----------------------------------------------- 10 Shared Dispositive Power None ------------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Rubicon Limited None ---------- ------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] ---------- ------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) N/A ---------- ------------------------------------------------------------------- 14 Type of Reporting Person HC, IV ---------- ------------------------------------------------------------------- Note: Rubicon Forests Holdings Limited and Rubicon Forests Investments Limited, wholly owned subsidiaries of Rubicon Limited, together hold 7,714,711 Ordinary Shares and 48,049,950 Preference Shares. Each of Rubicon Forests Holdings Limited and Rubicon Forests Investments Limited has entered into a deed with Rubicon Forests Limited, another wholly owned subsidiary of Rubicon Limited, whereby Rubicon Forests Limited has been granted the authority to exercise all voting rights in respect of their respective shareholdings in the Company. This authority may be terminated at any time by either of Rubicon Forests Holdings Limited or Rubicon Forests Investments Limited. Rubicon Limited disclaims beneficial ownership of the aforementioned Ordinary Shares and Preference Shares. Page 3 of 18 CUSIP NO. FOR ORDINARY SHARES: 339324873 CUSIP NO. FOR PREFERENCE SHARES: 339324808 ---------- ------------------------------------------------------------------- 1 Rubicon Forests Holdings Limited ---------- ------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) (b) ---------- ------------------------------------------------------------------- 3 SEC Use Only ---------- ------------------------------------------------------------------- 4 Source of Funds OO ---------- ------------------------------------------------------------------- 5 Check If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] ---------- ------------------------------------------------------------------- 6 Citizenship or Place of Organization New Zealand ---------- ------------------------------------------------------------------- 7 Sole Voting Power None ----------------------------------------------- Number of Shares 8 Shared Voting Power Beneficially Owned by None Each Reporting Person ----------------------------------------------- with 9 Sole Dispositive Power 7,500,000 Ordinary Shares 41,714,866 Preference Shares ----------------------------------------------- 10 Shared Dispositive Power None ------------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Rubicon Forests Holdings Limited 7,500,000 Ordinary Shares 41,714,866 Preference Shares ---------- ------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] ---------- ------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 8.07% of Ordinary Shares 22.44% of Preference Shares ---------- ------------------------------------------------------------------- 14 Type of Reporting Person IV ---------- ------------------------------------------------------------------- Page 4 of 18 CUSIP NO. FOR ORDINARY SHARES: 339324873 CUSIP NO. FOR PREFERENCE SHARES: 339324808 ---------- ------------------------------------------------------------------- 1 Rubicon Forests Investments Limited ---------- ------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) (b) ---------- ------------------------------------------------------------------- 3 SEC Use Only ---------- ------------------------------------------------------------------- 4 Source of Funds OO ---------- ------------------------------------------------------------------- 5 Check If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] ---------- ------------------------------------------------------------------- 6 Citizenship or Place of Organization New Zealand ---------- ------------------------------------------------------------------- 7 Sole Voting Power None ----------------------------------------------- Number of Shares 8 Shared Voting Power Beneficially Owned by None Each Reporting Person ----------------------------------------------- with 9 Sole Dispositive Power 214,711 Ordinary Shares 6,335,084 Preference Shares ----------------------------------------------- 10 Shared Dispositive Power None ------------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Rubicon Forests Investments Limited 214,711 Ordinary Shares 6,335,084 Preference Shares ---------- ------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] ---------- ------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 0.23% of Ordinary Shares 3.41% of Preference Shares ---------- ------------------------------------------------------------------- 14 Type of Reporting Person IV ---------- ------------------------------------------------------------------- Page 5 of 18 CUSIP NO. FOR ORDINARY SHARES: 339324873 CUSIP NO. FOR PREFERENCE SHARES: 339324808 ---------- ------------------------------------------------------------------- 1 Rubicon Forests Limited ---------- ------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) (b) ---------- ------------------------------------------------------------------- 3 SEC Use Only ---------- ------------------------------------------------------------------- 4 Source of Funds OO ---------- ------------------------------------------------------------------- 5 Check If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] ---------- ------------------------------------------------------------------- 6 Citizenship or Place of Organization New Zealand ---------- ------------------------------------------------------------------- 7 Sole Voting Power 7,714,711 Ordinary Shares 48,049,950 Preference Shares ----------------------------------------------- Number of Shares 8 Shared Voting Power Beneficially Owned by None Each Reporting Person ----------------------------------------------- with 9 Sole Dispositive Power None ----------------------------------------------- 10 Shared Dispositive Power None ------------------------------------------------------------------------------ 11 Aggregate Amount Beneficially Owned by Rubicon Forests Limited 7,714,711 Ordinary Shares 48,049,950 Preference Shares ---------- ------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] ---------- ------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 8.30% of Ordinary Shares 25.85% of Preference Shares ---------- ------------------------------------------------------------------- 14 Type of Reporting Person IV ---------- ------------------------------------------------------------------- Page 6 of 18 Item 1. Security and Issuer. -------------------- This Schedule 13D relates to the Ordinary Shares and Preference Shares (the "Shares"), of Tenon Limited. The issuer is Tenon Limited (formerly known as Fletcher Challenge Forests Limited), a company organized under the laws of New Zealand (the "Company"). The address of the Company's principal executive office is: 8 Rockridge Avenue Penrose Auckland New Zealand Item 2. Identity and Background. ------------------------ (a) and (f) This Schedule 13D is being filed by: (i) Rubicon Limited, a company organized under the laws of New Zealand; (ii) Rubicon Forests Holdings Limited, a company organized under the laws of New Zealand and a wholly owned subsidiary of Rubicon Limited; (iii) Rubicon Forests Investments Limited, a company organized under the laws of New Zealand and a wholly owned subsidiary of Rubicon Limited; and (iv) Rubicon Forests Limited, a company organized under the laws of New Zealand and a wholly owned subsidiary of Rubicon Limited. Rubicon Limited, Rubicon Forests Holdings Limited, Rubicon Forests Investments Limited and Rubicon Forests Limited are collectively referred to in this Schedule 13D as the "Stockholders". (b) The address of the principal offices of the Stockholders is: Level 6, Microsoft House 7-9 Fanshawe Street Auckland New Zealand (c) Pursuant to Instruction C, the address, principal occupation and citizenship of the directors and executive officers of each of the Stockholders are set forth in Schedules I, II, III and IV. (d) During the last five years, none of the Stockholders nor any person listed on Schedules I, II, III or IV has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Page 7 of 18 (e) During the last five years, neither the Stockholders nor any person listed on Schedules I, II, III or IV was party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- In March 2001, as part of the dismantling of the Fletcher Challenge Group's targeted share structure, Fletcher Challenge Energy was sold to Shell and Apache Corporation and Rubicon Limited was formed. The funds that Rubicon Limited invested in the Company were received from Shell. Shell had been directed by Fletcher Challenge Energy shareholders to pay to Rubicon Limited (in subscription for Rubicon Limited shares by such shareholders) part of the purchase price payable by Shell to those shareholders for the purchase of their Fletcher Challenge Energy shares. By this means Rubicon Limited received NZ$299.63 million from Shell, of which NZ$154.54 million was used to acquire the shares of the Company. Rubicon Limited made this investment through its wholly owned subsidiary, Rubicon Forests Holdings Limited, by acquiring: (i) direct from the Company, a placement of 75,000,000 Ordinary Shares and 150,000,000 Preference Shares, for a total of NZ$90 million; and (ii) 267,148,663 Preference Shares for NZ$64.54 million under an agreement with the underwriters of the Company's Preference Share issue completed in December 2000. These two transactions resulted in Rubicon having a 17.64% holding in the Company. During November 2002, the Company's Ordinary Shares and Preference Shares were consolidated on a one for five basis. Following the consolidation, Rubicon Forests Holdings Limited held 15,000,000 Ordinary Shares and 83,429,733 Preference Shares. During the period February 10-19, 2003, Rubicon Limited, through Rubicon Forests Investments Limited, used NZ$14.47 million to acquire 429,422 Ordinary Shares and 12,670,169 Preference Shares. The acquisition was made on the open market using funds from Rubicon's outstanding cash balance at the time. The purpose of the acquisition was to increase Rubicon's investment in the Company. Under a share cancelation and return of capital program initiated by the Company during March 2004, one out of every two Ordinary Shares and one out of every two Preference Shares was canceled, and NZ$1.25 per canceled Share was paid to the Company's shareholders. As a result of the share cancelation and return of capital, Rubicon Forests Investments Limited currently holds 214,711 Ordinary Shares and 6,335,084 Preference Shares, and Rubicon Forests Holdings Limited currently holds 7,500,000 Ordinary Shares and 41,714,866 Preference Shares. On May 5, 2003, each of Rubicon Forests Holdings Limited and Rubicon Forests Investments Limited entered into a deed with Rubicon Forests Limited whereby Rubicon Forests 8 of 18 Limited was granted the authority to exercise all voting rights in respect of their respective shareholdings in the Company. This authority may be terminated at any time by either of Rubicon Forests Holdings Limited or Rubicon Forests Investments Limited. Rubicon Limited disclaims beneficial ownership of the Ordinary Shares and Preference Shares held by each of Rubicon Forests Holdings Limited and Rubicon Forests Investments Limited. Item 4. Purpose of Transaction. ----------------------- The information set forth under Item 3 regarding Rubicon's historical acquisitions of Shares is incorporated in response to this Item 4. On April 8, 2004, Rubicon Limited announced to the New Zealand Exchange an offer by Rubicon Forests Limited to purchase that number of Ordinary Shares and/or Preference Shares that, when taken together with the voting rights already held or controlled by Rubicon Forests Limited, confer 50.01% of the voting rights in the Company. Based upon information currently available, this number of Shares is 83,689,255, being 37.514% of the capital of the Company not already held or controlled by Rubicon Forests Limited. The consideration for the offer is to be NZ$1.95 in cash for each Ordinary Share and each Preference Share accepted pursuant to the terms of the offer. The principal conditions to the offer are (i) approval from the Overseas Investment Commission and (ii) achieving acceptances that will take Rubicon's ownership position to 50.01% of the Company. On May 20, 2004, Rubicon Forests Limited obtained the approval of the Overseas Investment Commission to move to a 50.01% ownership position in the Company. Rubicon has received an exemption under the New Zealand Takeovers Code from having to send its takeover offer to the Company's shareholders with U.S. mailing addresses. The offer will not be made, directly or indirectly, in or into, or by use of the mails of or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or e-mail) of interstate or foreign commerce of, or of any facility of, a national securities exchange of the United States or any other jurisdiction where it would be inconsistent with local legal or regulatory requirements so to do (or would require Rubicon Forests Limited to make any filing under local legal or regulatory requirements) and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any such jurisdiction. The offer is not being made for the American Depositary Receipts issued in respect of the Company's Shares. If the offer is successful, Rubicon intends to review the present board of directors and management of the Company to determine whether any changes are necessary. Rubicon does intend to procure the appointment of a majority of the board of directors of the Company. If the offer is not successful, Rubicon will carefully review all of its options with respect to the Company. Except as set forth in this Schedule 13D, none of the Stockholders nor, to the knowledge of each of them, any of the persons listed on Schedules I, II, III or IV with respect to the respective Stockholders has any other present plans or proposals which would result in or relate to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; 9 of 18 (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) The aggregate number and percentage of the Shares identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2 is as follows:

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(1) The Ordinary Shares and Preference Shares are held by Rubicon Forests Holdings Limited and Rubicon Forests Investments Limited, wholly owned subsidiaries of Rubicon Limited. Each of Rubicon Forests Holdings Limited and Rubicon Forests Investments Limited has entered into a deed with Rubicon Forests Limited, another wholly owned subsidiary of Rubicon Limited, whereby Rubicon Forests Limited has been granted the authority to exercise all voting rights in respect of their respective shareholdings in the Company. This authority may be terminated at any time by either of Rubicon Forests Holdings Limited or Rubicon Forests Investments Limited. Rubicon Limited disclaims beneficial ownership of the aforementioned Ordinary Shares and Preference Shares. (2) Mr Andrews is a director of Rubicon Limited and the Company. (3) Messrs Fletcher and Villiger are directors of Rubicon Limited, Rubicon Forests Holdings Limited, Rubicon Forests Investments Limited and Rubicon Forests Limited. (4) Mr Moriarty is the Chief Executive Officer of Rubicon Limited and a director of Rubicon Limited, Rubicon Forests Holdings Limited and Tenon Limited. (5) Mr Taylor is the Chief Financial Officer of Rubicon Limited and a director of Rubicon Forests Holdings Limited. (6) Mr Burton is the Chief Executive Officer and Chief Financial Officer of Rubicon Forests Limited. (b) As the sole shareholder of each of Rubicon Forests Holdings Limited, Rubicon Forests Investments Limited and Rubicon Forests Limited, Rubicon Limited effectively controls the election of directors to the respective board of directors of each company. Each of Rubicon Forests Holdings Limited and Rubicon Forests Investments Limited has entered into a deed with Rubicon Forests Limited whereby Rubicon Forests Limited has been granted the authority to exercise all voting rights in respect of their respective shareholdings in the Company. This authority may be terminated at any time by either of Rubicon Forests Holdings Limited or Rubicon Forests Investments Limited. Messrs Fletcher, Moriarty and Andrews hold some of their Shares through one or more trusts under which they do not exercise sole voting power. Some of Mr Burton's Shares are held by a related party and he does not have sole voting power over these Shares. Each of the other directors and executive officers listed on the table above has the sole power to vote all the Shares set forth beside his or her name. (c) No persons named in response to paragraph (a) above has effected any transaction in any equity security of the Company during the past sixty days. (d) Not applicable. 11 of 18 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------------------------------- Except as set forth in this Schedule 13D, none of the persons named in Item 2 has any contract, arrangement, understanding or relationship (legal or otherwise) with any other person with respect to any securities of the Company. During the partial takeover offer described above, Rubicon Forests Limited intends to have ongoing contacts and negotiations with the Company and its directors, officers and shareholders. Item 7. Material to Be Filed as Exhibits. --------------------------------- Not applicable. 12 of 18 SIGNATURES ---------- After reasonable 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: May 28, 2004 RUBICON LIMITED, by /s/ Mark Alan Taylor ---------------------------------- Name: Mark Alan Taylor Title: Company Secretary RUBICON FORESTS HOLDINGS LIMITED, by /s/ Simon Luke Moriarty ---------------------------------- Name: Simon Luke Moriarty Title: Director RUBICON FORESTS INVESTMENTS LIMITED, by /s/ Simon Kenneth Ross Aimer ---------------------------------- Name: Simon Kenneth Ross Aimer Title: Director RUBICON FORESTS LIMITED, by /s/ Bruce Griffith Burton ---------------------------------- Name: Bruce Griffith Burton Title: CEO and CFO 13 of 18 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF RUBICON LIMITED

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15 of 18 SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS OF RUBICON FORESTS HOLDINGS LIMITED

16 of 18 SCHEDULE III DIRECTORS AND EXECUTIVE OFFICERS OF RUBICON FORESTS INVESTMENTS LIMITED

17 of 18 SCHEDULE IV DIRECTORS AND EXECUTIVE OFFICERS OF RUBICON FORESTS LIMITED

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RUBICON LTD SC 13D/A