<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
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Shopping.com
(Name of Issuer)
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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)
Copy to:
Kenton J. King, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 220
Palo Alto, CA 94301
Telephone: (650) 470-4500
Facsimile: (650) 470-4570
January 20, 1999
(Date of Event Which Requires Filing This Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: [_]
(Continued on following pages)
(Page 1 of 7 Pages)
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- ------------------------ 13D -------------------------
CUSIP No. 82509Q-10-6 Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Compaq Interests, Inc. (76-0550398)
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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
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF None
SHARES --------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 13,287,699 See Item 4
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH --------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,287,699 See Item 4
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.1%
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14. TYPE OF REPORTING PERSON
CO
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- ------------------------ 13D --------------------------
CUSIP No. 82509Q-10-6 Page 3 of 7 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF None
SHARES ---------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 13,287,699 See Item 4
EACH ---------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH ---------------------------------------------------
10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,287,699 See Item 4
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES [_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.1%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 amends the statement on Schedule 13D (the "Statement"
or the "Schedule 13D"), filed on January 15, 1999 by Compaq Computer
Corporation, a Delaware corporation ("Parent"), and Compaq Interests, Inc.
("Purchaser"), a Delaware corporation, and an indirect, wholly owned
subsidiary of Parent, relating to the common stock, no par value (the
"Shares"), of Shopping.com, a California corporation (the "Company"). The
address of the Company's principal executive offices is 2101 East Coast
Highway, Garden Level, Corona Del Mar, California, 92625.
Unless otherwise defined herein, each capitalized term used herein has the
same meaning ascribed to it in the Schedule 13D.
Item 4. Purpose of the Transaction.
Items 4(a)-(g),(j) are amended by replacing them in their entirety with the
following:
(a)-(g), (j) The information set forth in the "INTRODUCTION," "Section 11--
Background of the Offer; Purpose of the Offer and the Merger; The Merger
Agreement and Certain Other Agreements" and "Section 12--Plans for the
Company; Other Matters" of the Offer to Purchase and the Supplemental Letter
to Shareholders is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(b) are amended by replacing them in their entirety with the
following:
(a) The information set forth in "Section 9--Certain Information Concerning
Parent and Purchaser" and "Section 11--Background of the Offer; Purpose of the
Offer and the Merger; The Merger Agreement and Certain Other Agreements" of
the Offer to Purchase and the Supplemental Letter to Shareholders is
incorporated herein by reference.
(b) The number of Shares of the Company beneficially owned by each of Parent
and Purchaser: (i) with respect to which there is sole voting power is none,
(ii) with respect to which there is shared voting power is 13,287,699, (iii)
with respect to which there is sole dispositive power is none, and (iv) with
respect to which there is shared dispositive power is none.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is amended by replacing it in its entirety with the following:
The information set forth in the "INTRODUCTION," "Section 9--Certain
Information Concerning Parent and Purchaser," "Section 10--Source and Amount
of Funds," "Section 11--Background of the Offer; Purpose of the Offer and the
Merger; The Merger Agreement and Certain Other Agreements," "Section 12--Plans
for the Company; Other Matters" and "Section 16--Fees and Expenses" of the
Offer to Purchase and the Supplemental Letter to Shareholders is incorporated
herein by reference.
(Page 4 of 7 Pages)
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Item 7. Material to be Filed as Exhibits.
Item 7 is amended by adding thereto the following documents, which are
incorporated by reference from Amendment No. 1 to the Schedule 14D-1 Tender
Offer Statement filed pursuant to Section 14(d)(1) of the Securities Exchange
Act of 1934 by Compaq Computer Corporation and Compaq Interests, Inc. on
January 21, 1999.
<TABLE>
<C> <S>
(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.
(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.
(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.
</TABLE>
(Page 5 of 7 Pages)
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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.
Dated: January 21, 1999
Compaq Computer Corporation
By: /s/ Earl L. Mason
_________________________________
Name: Earl L. Mason
Title: Senior Vice President and
Chief Financial Officer
(Page 6 of 7 Pages)
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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.
Dated: January 21, 1999
Compaq Interests, Inc.
By: /s/ Earl L. Mason
_________________________________
Name: Earl L. Mason
Title: President
(Page 7 of 7 Pages)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<C> <S>
(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
(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>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
--------- -------
<C> <S>
(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
</TABLE>
- --------
+ Incorporated by reference from the Schedule 14D-1 Tender Offer Statement
filed pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 by
Compaq Computer Corporation and Compaq Interests, Inc. on January 15, 1999.
++ Incorporated by reference from Amendment No. 1 to the Schedule 14D-1 Tender
Offer Statement filed pursuant to Section 14(d)(1) of the Securities
Exchange Act of 1934 by Compaq Computer Corporation and Compaq Interests,
Inc. on January 21, 1999.
