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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2--FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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Shopping.com
(Name of Subject Company)
Compaq Interests, Inc.
Compaq Computer Corporation
(Bidders)
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Common Stock, no par value
(Title of Class of Securities)
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82509Q-10-6
(CUSIP Number of Class of Securities)
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Thomas C. Siekman
Senior Vice President, General Counsel and Secretary
Compaq Computer Corporation
20555 State Highway 249
Houston, Texas 77070
(281) 370-0670
(Name, Address and Telephone Number of Person authorized to Receive Notices and
Communications on Behalf of Bidder)
Copy to:
Kenton J. King
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 220
Palo Alto, California 94301
(650) 470-4500
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SCHEDULE 14D-1
CUSIP No. 82509Q-10-6
1.Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Compaq Interests, Inc.
Compaq Computer Corporation
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2.Check the Appropriate Box if a Member of a Group (a) [_]
(b) [_]
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3.SEC Use Only
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4.Sources of Funds
WC
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5.Check if Disclosure of Legal Proceedings is Required Pursuant to Items[_]
2(e) or 2(f)
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6.Citizenship or Place of Organization
Compaq Interests, Inc.: Delaware
Compaq Computer Corporation: Delaware
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7.Aggregate Amount Beneficially Owned by Each Reporting Person
9,935,449
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8.Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_]
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9.Percent of Class Represented by Amount in Row (7)
95.9%
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10.Type of Reporting Person
CO
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TENDER OFFER
This Amendment No. 2 constitutes the final amendment to the Tender Offer
Statement on Schedule 14D-1 (the "Statement") filed with the Securities and
Exchange Commission on January 15, 1999 by Compaq Computer Corporation, a
Delaware corporation ("Parent"), and Compaq Interests, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent ("Purchaser"), relating to
the offer by Purchaser to purchase all of the outstanding shares (the
"Shares") of the common stock, no par value (the "Common Stock"), of
Shopping.com, a California corporation (the "Company"), at $18.25 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated January 15, 1999 (the "Offer to
Purchase"), a copy of which is attached as Exhibit (a)(1) to the Statement,
and in the related Letter of Transmittal, a copy of which is attached as
Exhibit (a)(2) to the Statement (which together constitute the "Offer").
Capitalized terms used but not otherwise defined herein have the meanings
ascribed such terms in the Offer to Purchase and the Statement.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended and supplemented by adding thereto the following:
(a)-(b) The Offer expired at 12:00 midnight, New York City time, on Friday,
February 12, 1999. Based on a preliminary count from the Depositary, there
were validly tendered and not withdrawn 9,935,449 shares of Common Stock
(including 447,014 shares of Common Stock tendered by means of guaranteed
delivery), or approximately 95.9% of the issued and outstanding shares of
Common Stock of the Company. The Shares validly tendered and not withdrawn at
such time were accepted for payment. On February 16, 1999, Parent issued a
press release attached hereto as Exhibit (a)(13).
Item 11. Materials to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the following
Exhibit:
<TABLE>
<C> <S>
(a)(13) Press Release, dated February 16, 1999, issued by Parent.
</TABLE>
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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.
Dated: February 16, 1999
COMPAQ INTERESTS, INC.
By: /s/Earl L. Mason
_______________________
Name: Earl L. Mason
Title: President
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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.
Dated: February 16, 1999
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
_________________________________
Name: Earl L. Mason
Title: Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<C> <S> <C>
(a)(1)+ Offer to Purchase, dated January 15, 1999
(a)(2)+ Letter of Transmittal
(a)(3)+ Letter for use by Brokers, Dealers, Banks, Trust Companies
and Nominees to their Clients
(a)(4)+ Letter to Clients
(a)(5)+ Notice of Guaranteed Delivery
(a)(6)+ Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(7)+ Press Release issued by Parent, dated January 11, 1999
(a)(8)+ Form of Summary Advertisement, dated January 15, 1999
(a)(9)+ Fairness Opinion of Trautman Kramer & Company, dated January
11, 1999
(a)(10)+ Supplemental Letter to Shareholders dated January 21, 1999
(a)(11)+ Press Release, dated January 21, 1999, issued by Parent
(a)(12)+ Fairness Opinion of Trautman Kramer & Company, dated January
20, 1999
(a)(13) Press Release, dated February 16, 1999, issued by Parent
(c)(1)+ Agreement and Plan of Merger, dated January 11, 1999, by and
between Parent and the Company
(c)(2)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Robert McNulty
(c)(3)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Cyber Depot
(c)(4)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Kipling Isle
(c)(5)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Paul Hill
(c)(6)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Ed Bradley
(c)(7)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Mark Winkler
(c)(8)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Kristine Webster
(c)(9)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and John Markley
(c)(10)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Frank Denny
(c)(11)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Pat Demicco
(c)(12)+ Shareholder Agreement, dated January 11, 1999, by and between
Parent and Randy Read
(c)(13)+ Stock Option Agreement, dated January 11, 1999, by and
between Parent and the Company
(c)(14)+ Amendment No. 1 to the Agreement and Plan of Merger, dated
January 20, 1999, by and between Parent and the Company
(c)(15)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Robert McNulty
(c)(16)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Cyber Depot
(c)(17)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Kipling Isle
(c)(18)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Paul Hill
(c)(19)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Ed Bradley
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Description Page
------- ----------- ----
<C> <S> <C>
(c)(20)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Mark Winkler
(c)(21)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Kristine Webster
(c)(22)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and John Markley
(c)(23)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Frank Denny
(c)(24)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Pat Demicco
(c)(25)+ Amendment No. 1 to the Shareholder Agreement, dated January
20, 1999, by and between Parent and Randy Read
(d) None
(e) Not Applicable
(f) None
</TABLE>
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+ Previously filed with the Statement or Amendment No. 1 thereto.
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EXHIBIT (a)(13)
COMPAQ ANNOUNCES SUCCESSFUL TENDER OFFER FOR SHOPPING.COM AQUISITION
HOUSTON, February 16, 1999 - Compaq Computer Corporation (NYSE:CPQ)
today announced that 9,935,449 shares, or approximately 95.91 percent of the
outstanding shares of common stock of Shopping.com (OTC:IBUY), were tendered
for $18.25 per share in cash in response to Compaq's tender offer which closed
on February 12, 1999, based upon a preliminary count by U.S. Stock Transfer
Corporation, the depositary. The shares (which include 447,014 shares subject
to guarantees of delivery or receipt of additional documentation) will be
purchased in accordance with the terms of the offer.
Committed to offering one-stop shopping for products and services,
Shopping.com features 63 Warehouse Power Stores to Internet shoppers,
providing a comprehensive selection of over two million name brand products
backed by more than 1,000 merchandising partners. Shopping.com offers the
Maximizer frequent shopper program, where customers earn reward dollars on all
purchases and services.
The simple "Shopping.com" name is easily recongnizable and will aid in the
development of the most powerful e-commerce brand in the industry.
Shopping.com is available at http://www.shopping.com.
Compaq will proceed with those steps necessary to complete the merger of
Compaq Interests, Inc., a wholly owned subsidiary of Compaq, into
Shopping.com. The merger is expected to be completed in early March.
Pursuant to the Merger, any shares of Shopping.com common stock not tendered
and purchased pursuant to the tender offer or otherwise owned by Compaq will
be converted into the right to receive $18.25 per share in cash.
"We are very pleased with the large number of shares tendered and look forward
to making Shopping.com the most satisfying, fun and exclusive shopping
experience on the Internet," said Rod Schrock, President and Chief Executive
Officer of AltaVista Company, a subsidiary of Compaq.
COMPANY BACKGROUND
Compaq Computer Corporation, a Fortune Global 100 company, is the second
largest computer company in the world and the largest global supplier of
computer systems. Compaq develops and markets hardware, software,
solutions, and services, including industry-leading enterprise computing
solutions, fault-tolerant
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business-critical solutions, networking and communication products,
commercial desktop and portable products, and consumer PCs. The company is an
industry leader in environmentally friendly porgrams and business practices.
Compaq products are sold and supported in more than 100 countries through a
network of authorized Compaq marketing partners. Customer support and
information about Compaq and its products are available at
http://www.compaq.com or by calling 1-800-OK-COMPAQ. Product information
and reseller locations are available by calling 1-800-345-1518.
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