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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
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YURIE SYSTEMS, INC.
(Name of Subject Company)
REINDEER ACQUISITION, INC.
LUCENT TECHNOLOGIES INC.
(Bidders)
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Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
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98871Q 10 2
(CUSIP Number of Class of Securities)
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Pamela F. Craven, Esq.
Reindeer Acquisition, Inc.
c/o Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974
(908) 582-8500
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of Bidders)
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Copies to:
Robert I. Townsend, III, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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2
Lucent Technologies Inc. ("Parent") and Reindeer Acquisition, Inc.
(the "Purchaser") hereby amend and supplement the Tender Offer Statement on
Schedule 14D-1 and Statement on Schedule 13D (the "Statement"), originally
filed on April 30, 1998, with respect to their offer to purchase all
outstanding shares of common stock, par value $.01 per share, of Yurie
Systems, Inc., a Delaware corporation, as set forth in this Amendment No.
1. Capitalized terms not defined herein have the meanings assigned thereto
in the Statement.
Item 7. Contracts, Arrangements, Understandings or Relationships
with Respect to the Subject Company's Securities.
On May 11, 1998, Parent and the Purchaser entered into two separate
release agreements with Dr. Jeong H. Kim and Felice Li, releasing an
aggregate of 150,000 Shares from the Stockholders Agreement, in order to
permit such individuals to make certain charitable contributions. After
giving effect to such releases, the remaining Shares subject to the
Stockholders Aggreement will continue to represent more than a majority of
the outstanding Shares (determined on a fully diluted basis) and, upon the
tendering of these Shares, the Minimum Condition will be satisfied.
Item 10. Additional Information.
On May 12, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(9) and is incorporated herein by reference.
Item 11. Material to be filed as Exhibits.
(a)(9) Press Release, dated May 12, 1998.
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3
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.
Dated: May 13, 1998
REINDEER ACQUISITION, INC.,
By: /s/ Pamela F. Craven
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Name: Pamela F. Craven
Title: Vice President and Secretary
LUCENT TECHNOLOGIES INC.,
By: /s/ Pamela F. Craven
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Name: Pamela F. Craven
Title: Vice President-Law
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EXHIBIT INDEX
Exhibit No. Exhibit
(a)(9) Press Release, dated
May 12, 1998
EXHIBIT (a)(9)
News Release [Logo]
Jeff Baum
908-582-7635 (office)
973-983-7086 (home)
[email protected]
LUCENT RECEIVES HART-SCOTT-RODINO CLEARANCE
FOR YURIE ACQUISITION
FOR RELEASE: TUESDAY, MAY 12, 1998
MURRAY HILL, N.J. - Lucent Technologies announced today that it
has received Hart-Scott-Rodino Act clearance from the U.S. Government to
acquire Yurie Systems, Inc.
On April 30, 1998, Lucent began a $35 per share tender offer for
Yurie Systems, a global leader in ATM access technology and equipment for
data, voice and video networking. The tender offer will expire on May 28,
1998.
Lucent Technologies designs, builds and delivers a wide range of
public and private networks, communications systems and software, business
telephone systems and microelectronics components. Bell Labs is the
research and development arm for the company. More information about Lucent
Technologies, headquartered in Murray Hill, N.J., is available on its web
site at http://www.lucent.com.
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