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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 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
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated April 30, 1998 (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 3. IDENTITY AND BACKGROUND.
The response to Item 3(b) is hereby amended and supplemented to add the
following:
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 Agreement 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 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
The response to Item 6(a) is hereby amended and supplemented to add the
following:
5. Jeong H. Kim transferred 100,000 Shares to the Jeong H. Kim Foundation
as an irrevocable gift on May 11, 1998.
6. Felice Li transferred 50,000 Shares to Father John Sweeney as an
irrevocable gift on May 11, 1998.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On May 12, 1998, Parent issued a press release, a copy of which is attached
hereto as Exhibit (c)(11) and is 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:
<TABLE>
<S> <C>
Exhibit (c)(9)................. Release Agreement, dated May 11, 1998, among Parent,
Purchaser and Jeong H. Kim.
Exhibit (c)(10)................ Release Agreement, dated May 11, 1998, among Parent,
Purchaser and Felice Li.
Exhibit (c)(11)................ Press Release, dated May 12, 1998.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<S> <C>
(c)(9) Release Agreement, dated May 11, 1998, among Parent,
Purchaser and Jeong H. Kim.
(c)(10) Release Agreement, dated May 11, 1998, among Parent,
Purchaser and Felice Li.
(c)(11) Press Release, dated May 12, 1998
</TABLE>
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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
------------------------------------
Harry J. Carr
President and Chief Operating
Officer
Dated: May 13, 1998
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EXHIBIT (c)(9)
CONFORMED COPY
RELEASE AGREEMENT dated as of May 11,
1998 (this "Agreement"), by and among LUCENT
TECHNOLOGIES INC., a Delaware corporation
("Parent"), REINDEER ACQUISITION, INC., a
Delaware corporation ("Sub") and JEONG H. KIM
(the "Transferor").
WHEREAS, Parent, Sub and the Transferor entered
into that certain Stockholders Agreement dated as of April 27, 1998 (the
"Stockholders Agreement"), among Parent, Sub, the Transferor and certain other
stockholders of Yurie Systems, Inc., a Delaware corporation (the "Company"), as
a condition to the willingness of Parent and Sub to enter into that certain
Agreement and Plan of Merger dated as of April 27, 1998, among Parent, Sub and
the Company;
WHEREAS, the Transferor is the owner of 13,287,400 shares
(the "Subject Shares") of common stock, par value $.01 per share of the Company
("Company Common Stock"), which Subject Shares are subject to certain
restrictions pursuant to the Stockholders Agreement;
WHEREAS, the Transferor desires to transfer, as a gift,
100,000 shares (the "Transfer Shares") of the Subject Shares to the Jeong H.
Kim Foundation (the "Transferee") (the "Transfer");
WHEREAS, the Transfer is prohibited under the terms of the
Stockholders Agreement, without the prior written consent of Parent and Sub;
and
WHEREAS, as a condition to the willingness of Parent and
Sub to consent to the Transfer, Parent and Sub have requested the Transferor to
enter into this Agreement.
NOW THEREFORE, to induce Parent and Sub to consent
to the Transfer, and in consideration of such consent, and in consideration of
the premises, representations, warranties and agreements contained herein, the
parties hereby agree as follows:
1. Consent to Transfer. Parent and Sub hereby
consent to the Transfer and agree that at the time of and following the Transfer
the Transfer Shares will not be subject to the terms and provisions of the
Stockholders Agreement.
2. The Transfer. The Transferor shall, promptly
upon the execution of this Agreement by all of the parties
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signatory hereto, transfer the Transfer Shares to the Transferee. The Transferor
shall effect the Transfer in a manner that does not violate the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder.
3. Assignment. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by the
Transferor without the prior written consent of Parent, which consent may be
withheld in Parent's sole and absolute discretion. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the Transferor and his respective successors and assigns.
4. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware without regard
to any applicable conflicts of law principles.
5. Retention Agreement Unaffected. With reference to
that certain Retention Agreement dated as of April 27, 1998 (the "Retention
Agreement"), among Parent, Sub, the Company, The Bank of New York and the
Transferor, and notwithstanding anything herein to the contrary, nothing in
this Agreement shall be construed to decrease the number of shares of Company
Common Stock that the term "Shares" (as defined in the Retention Agreement)
represents, which number shall be the number of shares of Company Common Stock
set forth on Schedule A to the Retention Agreement, without giving effect to
the Transfer.
6. Further Assurances. The Transferor will, from
time to time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, consents and other
instruments as Parent or Sub may request, in their sole and absolute discretion,
for the purpose of effectively carrying out the transactions contemplated by
this Agreement and the Stockholders Agreement.
7. Counterparts. This Agreement may be executed
in two or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when two or more counterparts have been
signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
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8. No Other Modification. Except as expressly
set forth herein, and then only with respect to the Transferor and not any other
stockholder of the Company, all of the provisions of the Stockholders Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the day and year first written above.
LUCENT TECHNOLOGIES INC.
by /s/ William T. O'Shea
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Name:
Title:
REINDEER ACQUISITION, INC.
by /s/ Paul D. Diczok
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Name:
Title:
JEONG H. KIM
/s/ Jeong H. Kim
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EXHIBIT (c)(10)
CONFORMED COPY
RELEASE AGREEMENT dated as of May 11,
1998 (this "Agreement"), by and among LUCENT
TECHNOLOGIES INC., a Delaware corporation
("Parent"), REINDEER ACQUISITION, INC., a
Delaware corporation ("Sub") and FELICE LI (the
"Transferor").
WHEREAS, Parent, Sub and the Transferor entered into that
certain Stockholders Agreement dated as of April 27, 1998 (the "Stockholders
Agreement"), among Parent, Sub, the Transferor and certain other stockholders
of Yurie Systems, Inc., a Delaware corporation (the "Company"), as a condition
to the willingness of Parent and Sub to enter into that certain Agreement and
Plan of Merger dated as of April 27, 1998, among Parent, Sub and the Company;
WHEREAS, the Transferor, together with its affiliates, is
the owner of 3,170,000 shares (the "Subject Shares") of common stock, par value
$.01 per share of the Company ("Company Common Stock"), which Subject Shares are
subject to certain restrictions pursuant to the Stockholders Agreement;
WHEREAS, the Transferor desires to transfer, as a gift,
50,000 shares (the "Transfer Shares") of the Subject Shares to Father John
Sweeney (the "Transferee") (the "Transfer");
WHEREAS, the Transfer is prohibited under the terms of the
Stockholders Agreement, without the prior written consent of Parent and Sub; and
WHEREAS, as a condition to the willingness of Parent and
Sub to consent to the Transfer, Parent and Sub have requested the Transferor to
enter into this Agreement.
NOW THEREFORE, to induce Parent and Sub to consent to the
Transfer, and in consideration of such consent, and in consideration of the
premises, representations, warranties and agreements contained herein, the
parties hereby agree as follows:
1. Consent to Transfer. Parent and Sub hereby consent to
the Transfer and agree that at the time of and following the Transfer the
Transfer Shares will not be subject to the terms and provisions of the
Stockholders Agreement.
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2. The Transfer. The Transferor shall, promptly
upon the execution of this Agreement by all of the parties signatory hereto,
transfer the Transfer Shares to the Transferee. The Transferor shall effect the
Transfer in a manner that does not violate the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
3. Assignment. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by the
Transferor without the prior written consent of Parent, which consent may be
withheld in Parent's sole and absolute discretion. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the Transferor and her respective successors and assigns.
4. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware without regard
to any applicable conflicts of law principles.
5. Retention Agreement Unaffected. With reference to
that certain Retention Agreement dated as of April 27, 1998 (the "Retention
Agreement"), among Parent, Sub, the Company, The Bank of New York and Kwok L.
Li, and notwithstanding anything herein to the contrary, nothing in this
Agreement shall be construed to decrease the number of shares of Company Common
Stock that the term "Shares" (as defined in the Retention Agreement)
represents, which number shall be the number of shares of Company Common Stock
set forth on Schedule A to the Retention Agreement, without giving effect to
the Transfer.
6. Further Assurances. The Transferor will, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, consents and other
instruments as Parent or Sub may request, in their sole and absolute
discretion, for the purpose of effectively carrying out the transactions
contemplated by this Agreement and the Stockholders Agreement.
7. Counterparts. This Agreement may be executed in two
or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when two or more counterparts have been
signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
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8. No Other Modification. Except as expressly
set forth herein, and then only with respect to the Transferor and not any other
stockholder of the Company, all of the provisions of the Stockholders Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed as of the day and year first written above.
LUCENT TECHNOLOGIES INC.
by /s/ William T. O'Shea
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Name:
Title:
REINDEER ACQUISITION, INC.
by /s/ Paul D. Diczok
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Name:
Title:
FELICE LI
/s/ Felice Li
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EXHIBIT (c)(11)
[LOGO]
NEWS RELEASE
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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