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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4* TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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YURIE SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
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YURIE SYSTEMS, INC.
(NAME OF PERSON FILING STATEMENT)
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COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
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98871Q102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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JOHN J. MCDONNELL, ESQ.
SECRETARY AND GENERAL COUNSEL
YURIE SYSTEMS, INC.
8301 PROFESSIONAL PLACE
LANDOVER, MD 20785
(301) 352-4600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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Copies to:
RICHARD A. STEINWURTZEL, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
1001 PENNSYLVANIA AVE., N.W., SUITE 800
WASHINGTON, D.C. 20004-2505
(202) 639-7000
*Constituting the final amendment to this Schedule 14D-9
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This Amendment No. 4 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, dated April 30, 1998, as amended
(the "Schedule 14D-9") with respect to the tender offer by Lucent Technologies
Inc., a Delaware corporation ("Parent"), and Reindeer Acquisition, Inc., a
Delaware corporation and wholly owned subsidiary of Parent (the "Purchaser"),
to acquire all of the outstanding common stock, $.01 par value per share (the
"Shares"), of Yurie Systems, Inc. (the "Company") at a price of $35.00 per
Share, upon the terms and conditions set forth in the Offer to Purchase, dated
April 30, 1998, and the related letter of transmittal. Capitalized terms used
herein and not defined shall have the meanings ascribed to them in the Schedule
14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended to add the following paragraph:
The Offer expired at 12:00 Midnight, New York City time, on May 28, 1998.
At the completion of the Offer, a total of 28,598,028 Shares were tendered
pursuant to the Offer, representing approximately 100% of the Shares of the
Company. The Purchaser accepted for payment all Shares validly tendered and
not withdrawn in the Offer. A copy of the press release issued by Parent on
May 29, 1998 is attached hereto as Exhibit (c)(12) and incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 9 is hereby amended and supplemented to
add the following:
Exhibit (c)(12) ....... Press Release, dated May 29, 1998.
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EXHIBIT INDEX
(c)(12) Press Release, dated May 29, 1998.
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SIGNATURE
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
accurate.
YURIE SYSTEMS, INC.
By:
/s/Harry J. Carr
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Harry J. Carr
President and Chief Operating
Officer
Dated: May 29, 1998
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EXHIBIT (c)(12)
NEWS RELEASE [LUCENT TECHNOLGIES LOGO]
Jeff Baum
908-582-7636 (office)
973-983-7086 (home)
[email protected]
LUCENT TECHNOLOGIES ACQUIRES YURIE SYSTEMS
FOR RELEASE: FRIDAY, MAY 29, 1998
MURRAY HILL, N.J. -- Lucent Technologies announced today it has
acquired Yurie Systems, Inc., a global leader in ATM access technology and
equipment for data, voice and video networking. Lucent accepted tendered
shares representing more than 90 percent of Yurie's outstanding shares.
Lucent's tender offer for Yurie's shares expired on Thursday, May 28, 1998, at
midnight Eastern time.
Lucent said it plans today to effect a short form merger, under which
it will acquire 100 percent ownership of Yurie.
"We are extremely pleased to add Yurie Systems to our growing data
networking business," said Bill O'Shea, president of Lucent's Data Networking
Systems group. "The Yurie management team is absolutely world class and we have
identified many areas where we can integrate their expertise across our growing
ATM portfolio."
Jeong Kim, Yurie's chairman and chief executive officer, is now
president of Lucent's Carrier Networks within the Data Networking Systems
group.
"Together the companies present a powerful combination in the ATM
arena," said Kim. "By combining our products and technology with Lucent's
unparalleled relationships with service providers and its own growing
portfolio, we will more effectively meet customer demand for new multi-service
networks."
Earlier this week, Lucent Technologies announced an advanced portfolio
of Internet Protocol (IP)-based data network products for service providers,
revolutionizing the way data, voice and video are handled in public networks.
Lucent Technologies designs, builds and delivers a wide range of public
and private phone 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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