<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
----------------
Shopping.com
(Name of Subject Company)
Compaq Interests, Inc.
Compaq Computer Corporation
(Bidders)
----------------
Common Stock, no par value
(Title of Class of Securities)
----------------
82509Q-10-6
(CUSIP Number of Class of Securities)
----------------
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
----------------
CALCULATION OF FILING FEE
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<TABLE>
<S> <C>
Transaction Valuation* Amount of Filing Fee**
- ------------------------------------------------------------------------------
$288,600,207.50 $57,720.04
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
</TABLE>
* For purposes of calculating fee only. This amount assumes (1) the purchase
of 8,897,234 outstanding shares of common stock of Shopping.com, and (ii)
6,916,476 shares of common stock of Shopping.com which may be issued upon
exercise of outstanding warrants and options, in each case, at $18.25 in
cash per share. The amount of the filing fee calculated in accordance with
Regulation 240.0-11 of the Securities Exchange Act of 1934, as amended,
equals 1/50 of one percentum of the value of shares to be purchased.
** Additional fee of $353.89.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid:$57,366.15 Filing Party:Compaq Interests,
Inc.
Form or Registration No.:Schedule 14D-1 Date Filed:January 15, 1999
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
TENDER OFFER
This Amendment No. 1 amends and supplements 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
an indirect, 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 $19.00 per Share, net to the seller
in cash (the "Original Offer Price"), 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").
On January 20, 1999, Purchaser amended its offer by offering to purchase all
of the Shares at a revised Offer Price of $18.25 per Share, net to the seller
in cash (the "Amended Offer Price"), without interest thereon, on the terms
and subject to the conditions set forth in the Offer to Purchase (as modified
pursuant to that certain Supplemental Letter to Shareholders dated January 20,
1999, a copy of which is attached as Exhibit (a)(10)).
Capitalized terms used but not otherwise defined herein have the meanings
ascribed such terms in the Offer to Purchase and the Statement.
Item 1. Security and Subject Company.
Item 1(b) is hereby amended by replacing such language in its entirety with
the following:
"The class of securities to which this Statement relates is the Common
Stock. The Company has represented that as of January 18, 1999 there were (1)
8,897,234 shares of Common Stock issued and outstanding, (2) outstanding
options to purchase an aggregate of 2,727,200 shares of Common Stock, and (3)
outstanding warrants to purchase an aggregate of 4,189,276 shares of Common
Stock. Purchaser is seeking to purchase all of the outstanding Shares at a
purchase price of $18.25 per Share, net to the seller in cash."
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
Item 3(b) is hereby amended and supplemented by adding thereto the
following:
On January 18, 1999, the Company disclosed certain additional information
including information regarding the number of shares of common stock and
convertible securities outstanding. From January 18, 1999 through January 20,
1999, the parties negotiated a reduction in the Original Offer Price and other
terms of proposed amendments to the Merger Agreement and the Shareholder
Agreements to reflect the disclosure of new information from the Company.
Notwithstanding the Amended Offer Price, the total consideration to be paid
for the Company at the Amended Offer Price remains approximately the same as
that amount based on the Original Offer Price.
After the close of the business day on January 20, 1999, the Company's board
of directors held a special meeting to consider the terms of the proposed
amendments to the Merger Agreement, including the Amended Offer Price, and the
transactions contemplated thereby. At that meeting, the Company's board of
directors reviewed the terms of the proposed amendments to the Merger
Agreement and the transactions contemplated thereby with the Company's
management, its counsel and Trautman Kramer. At the conclusion of their
presentation, representatives of Trautman Kramer delivered their oral opinion
(which was subsequently confirmed in writing) to the Company's board of
directors that, as of such date, the consideration to be received by the
shareholders of the Company pursuant to the Offer, including the Amended Offer
Price, and the Merger is fair to such shareholders, from a financial point of
view. Thereafter, the board unanimously approved the Offer, the Merger,
Amendment No. 1 to the Merger Agreement and the Stock Option Agreement,
determined that the Offer and the Merger, including the Amended Offer Price,
are fair to, and in the best interests of, the shareholders of the Company,
and resolved to recommend that the shareholders tender their Shares pursuant
to the Offer.
<PAGE>
Immediately following the Company's board of directors meeting, the parties
executed amendments to the Merger Agreement and the Shareholder Agreements.
Parent issued a press release announcing these events shortly before the
opening of the New York Stock Exchange on January 21, 1999.
Item 7. Contracts, Arrangements, Understandings or Relationships with Respect
to the Subject Company's Securities.
Item 7 is hereby amended and supplemented by adding the following:
"Amendment No. 1 to the Merger Agreement
The following is a summary of certain provisions of Amendment No. 1, dated
January 20, 1999, to the Merger Agreement ("Amendment No. 1 to the Merger
Agreement"). This summary is qualified in its entirety by reference to
Amendment No. 1 to the Merger Agreement which is incorporated herein by
reference and a copy of which has been filed with the Commission as an exhibit
(c)(14) to Amendment No. 1 to the Schedule 14D-1.
Amendment No. 1 to the Merger Agreement amends the Offer Price to $18.25 per
Share (the "Amended Offer Price") and includes a representation by the Company
to Parent and Purchaser that the Company Board of Director has (i) unanimously
determined that the Amended Offer Price is fair to and in the best interests
of the shareholders of the Company and (ii) resolved to recommend that the
shareholders of the Company accept the Offer, tender their Shares to Purchaser
pursuant to the Offer and approve and adopt Amendment No. 1 to the Merger
Agreement. Amendment No. 1 to the Merger Agreement further amends the
capitalization representations of the Company appearing in Section 3.2(a) of
the Merger Agreement.
Amendments No. 1 to the Shareholder Agreements
The following is a summary of certain provisions of the Amendments No. 1,
dated January 20, 1999 ("Amendments No. 1 to the Shareholder Agreements"), to
those certain Shareholder Agreements, dated January 11, 1999, between Parent
and the shareholders identified in such Shareholder Agreements. The following
summary of the Amendments No. 1 to Shareholder Agreements does not purport to
be complete and is qualified by reference to the text of Amendments No. 1 to
the Shareholder Agreements, copies of which are filed with the Commission as
exhibits (c)(15) through (c)(25) to Amendment No. 1 to the Schedule 14D-1.
The Amendments No. 1 to the Shareholder Agreements amend the price per Share
for which Parent will cause Purchaser to agree to purchase all the Shares
tendered into the Offer to $18.25 per Share or any higher price that may be
paid in the Offer. The Amendments No. 1 to the Shareholder Agreements further
amend Annex I to the Shareholder Agreements which sets forth the Shareholder's
beneficial ownership of the shares of Common Stock and/or Options."
Item 10. Additional Information.
Item 10(f) is hereby amended by deleting from Item 8 of the Offer to
Purchase under the heading "SHOPPING.COM SELECTED CONSOLIDATED FINANCIAL
INFORMATION" the following language:
"(in thousands of dollars, except per share data)."
Item 11. Materials to be Filed as Exhibits.
Item 11 is hereby amended and supplemented by adding thereto the following
Exhibits:
<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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
(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>
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.
Date: January 21, 1999
COMPAQ INTERESTS, INC.
By: /s/ Earl L. Mason
_________________________________
Name: Earl L. Mason
Title: President
<PAGE>
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.
Date: January 21, 1999
COMPAQ COMPUTER CORPORATION
By: _________________________________
/s/ Earl L. Mason
Name: Earl L. Mason
Title: Senior Vice President and
Chief Financial Officer
<PAGE>
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
(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 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>
- --------
+ Previously filed with the Statement.
<PAGE>
EXHIBIT (a)(10)
[LOGO OF COMPAQ]
20555 State Highway 249
Houston, Texas 77070
Telephone: (281) 370-0670
January 21, 1999
To the Shareholders of Shopping.com:
Compaq Interests, Inc. ("Purchaser"), a Delaware corporation and an
indirect, wholly owned subsidiary of Compaq Computer Corporation, a Delaware
corporation ("Parent"), is offering to purchase all of the outstanding shares
(the "Shares") of common stock, no par value (the "Common Stock") of
Shopping.com (the "Company") at a revised purchase price of $18.25 per Share
(such amount, or such other amount per Share paid pursuant to the Offer (as
defined below), being hereinafter referred to as the "Offer Price"), net to
the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated January 15, 1999 (as
herein modified) and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, collectively constitute the
"Offer"). Capitalized terms used herein but not defined shall have the
respective meanings ascribed to them in the Offer to Purchase. The purpose of
this letter is to highlight certain factors that should be considered by
shareholders in evaluating the Offer and to clarify and amend certain matters
contained in the Offer to Purchase.
THE OFFER PRICE HAS BEEN REDUCED FROM $19.00 PER SHARE TO $18.25 PER SHARE
FOR THE REASONS DISCUSSED BELOW UNDER "CONSIDERATIONS--CAPITALIZATION;
REDUCTION IN THE OFFER PRICE."
THE COMPANY'S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE TERMS
OF THE OFFER AND THE MERGER, INCLUDING THE AMENDED OFFER PRICE, ARE FAIR TO
AND IN THE BEST INTERESTS OF THE SHAREHOLDERS OF THE COMPANY, AND CONTINUES TO
RECOMMEND THAT THE SHAREHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER
THEIR SHARES PURSUANT TO THE OFFER.
----------------
CONSIDERATIONS
In considering our Offer, shareholders should consider the following
factors:
Capitalization; Reduction in the Offer Price. The Offer Price has been
reduced to $18.25 per Share as compared to Purchaser's original Offer Price of
$19.00 per Share. The reduction in the Offer Price was negotiated between
Parent and the Company following the disclosure by the Company of additional
information after commencement of the Offer, including information regarding
the number of shares of common stock and convertible securities outstanding.
Notwithstanding the revised Offer Price, the total consideration to be paid
for the Company at the revised Offer Price remains approximately the same as
that amount based on the original Offer Price.
The revised Offer Price of $18.25 nevertheless represents an approximately
38.4% premium over the closing market price of the Common Stock on the last
full trading day prior to public announcement that the Company and Parent
executed the Merger Agreement, and a more substantial premium over recent
historical trading prices. If a shareholder who has already tendered Shares
wishes to withdraw such tender as a result of the reduced Offer Price or
otherwise, such Shareholder should comply with the procedures set forth under
"Withdrawal Rights" in Section 4 of the Offer to Purchase.
<PAGE>
The Company has informed Purchaser that, as of January 18, 1999 there were
(1) 8,897,234 Shares issued and outstanding, (2) outstanding options to
purchase an aggregate of 2,727,200 Shares, and (3) 4,189,276 Shares reserved
for issuance pursuant to outstanding warrants. Based on the foregoing, and
assuming that no additional Shares are issued as a result of the exercise of
outstanding options and other rights and securities, Purchaser believes that
the Minimum Condition will be satisfied if 8,007,511 Shares are validly
tendered and not withdrawn prior to the expiration of the Offer.
As a condition and inducement to Parent to enter into the Merger Agreement
and incurring liabilities therein, certain shareholders of the Company (each,
a "Shareholder"), who together share voting power and dispositive power with
respect to an aggregate of 1,408,908 Shares outstanding and options and
warrants exercisable for 2,692,501 Shares, concurrently with the execution and
delivery of the Merger Agreement entered into Shareholder Agreements, dated as
of January 11, 1999, as amended by those certain Amendments No. 1 to the
Shareholder Agreements, dated as of January 20, 1999, with Parent (the
"Shareholder Agreements"). Pursuant to the Shareholder Agreements, the
Shareholders have agreed, among other things, to tender Shares held by them in
the Offer and to grant Parent a proxy with respect to the voting of such
Shares in favor of the Merger with respect to such Shares upon the terms and
subject to the conditions set forth therein. The Shareholders have also
agreed, if requested by Parent, to exercise options and warrants held by them
and to tender the Shares received upon such exercise in the Offer.
Other
Each shareholder must make his or her own decision based on his or her
particular circumstances. Shareholders should consult with their respective
advisers about the financial, tax, legal and other implications to them of
accepting the Offer.
Questions and requests for assistance may be directed to the Information
Agent at the address and telephone number set forth below. Requests for
additional copies of the Offer to Purchase, the Letter of Transmittal, the
Notice of Guaranteed Delivery and other related materials may be directed to
the Information Agent or to brokers, dealers, commercial banks and trust
companies. Shareholders may also contact Greenhill & Co., LLC, Dealer Manager
for the Offer, at the address and telephone number set forth below.
The Information Agent for the Offer is:
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, New Jersey 07072-2586
Banks and Brokers call (800) 346-7885
All others call Toll Free (888) 421-4808
The Dealer Manager for the Offer is:
GREENHILL & CO., LLC
31 West 52nd Street, 16th Floor
New York, New York 10019
(212) 408-0660 (Call Collect)
or
Call Toll Free (888) 504-7336
2
<PAGE>
Exhibit (a)(11)
News Release
[COMPAQ COMPUTER CORPORATION LETTERHEAD]
FOR IMMEDIATE RELEASE
COMPAQ COMPUTER CORPORATION
ANNOUNCES AMENDMENT TO
SHOPPING.COM TENDER OFFER;
REDUCES PRICE TO $18.25 PER SHARE
HOUSTON, January 21, 1999 -- Compaq Computer Corporation (NYSE:CPQ)
announced today that its tender offer to purchase all of the outstanding shares
of common stock, no par value, of Shopping.com (OTC:IBUY) as described in the
Offer to Purchase dated January 15, 1999 has been amended.
The new offer reflects a revised offer price of $18.25 per share as
compared to Compaq's original offer of $19.00 per share. The reduction in price
was negotiated between Compaq and Shopping.com following the disclosure by
Shopping.com of additional information, including information regarding the
number of shares of common stock and convertible securities outstanding. Compaq
is mailing today a supplemental letter to all shareholders of Shopping.com
describing this amendment.
The board of directors of Shopping.com continues to endorse the offer
and recommend that the shareholders of Shopping.com accept the offer from Compaq
and tender their shares of common stock to Compaq pursuant to the offer.
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 business-critical solutions, networking and communication products,
commercial desktop and portable products and consumer PCs. The company is an
industry leader in environmentally friendly programs and business practices.
<PAGE>
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.
# # #
Compaq, Registered U.S. Patent and Trademark Office. Product names mentioned
herein may be trademarks and/or registered trademarks of their respective
companies.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For further information, contact:
Compaq Computer Corporation Jim Finlaw 281-514-6137 [email protected]
Compaq Computer Corporation Alan E. Hodel 281-518-8932 [email protected]
Compaq Computer Corporation Investor Relations 281-514-9549
Compaq Computer Corporation Investor Relations Fax 800-433-2391
</TABLE>
2
<PAGE>
EXHIBIT (a)(12)
[TRAUTMAN KRAMER & COMPANY LETTERHEAD]
January 20, 1999
To The Board of Directors
Shopping.com
2101 East Coast Highway
Corona del Mar, CA 92625
We understand that all of the issued and outstanding common shares and
certain other equity interests of Shopping.com ("IBUY" or the "Company") are
to be acquired by Compaq Interests, Inc., an indirect wholly-owned subsidiary of
Compaq Computer Corporation (collectively, "Compaq") for the consideration of
not less than $18.25 per share of Common Stock in an all-cash transaction (the
"Transaction"). Compaq will indirectly assume all liabilities, both existing and
contingent and existing indebtedness at the close of the transaction, and the
Company will become a wholly owned subsidiary of Compaq.
You have requested our written opinion (the "Opinion") solely as to the
matters set forth below. This Opinion values the Company on a "take-out value"
basis, giving effect inter alia to the Company's history, operating plan,
infrastructure, existing financial condition and value ascribed to the domain
name. For purposes of this Opinion, "take-out value" shall be defined as the
amount at which the Company would change hands between a willing buyer and a
willing seller, each having reasonable knowledge of the relevant facts,
neither being under any compulsion to act, in an arm's length transaction under
present conditions for the sale of comparable business enterprises, as such
conditions can be reasonably evaluated by Trautman Kramer & Company,
Incorporated ("TKCO"). We have used the same valuation methodologies in
determining takeout value for purposes of rendering this Opinion. The term
"existing and contingent liabilities" shall mean the stated amount of all
existing and contingent liabilities identified to us and valued by responsible
officers of the Company, upon whom we have relied without independent
verification; no other contingent liabilities will be considered. No
representation is made herein, or directly or indirectly by the Opinion, as to
any legal matter or as to sufficiency of
<PAGE>
said definitions for any purpose other than setting forth the scope of TKCO's
Opinion hereunder.
Notwithstanding the use of the defined terms "take-out value," we have not
been engaged to identify prospective purchasers or to ascertain the actual
prices at which and terms under which the Company can currently be sold, and we
know of no such efforts by others.
Because the sale of any business enterprise involves numerous assumptions
and uncertainties, not all of which can be quantified or ascertained prior to
engaging in an actual selling effort, we express no opinion as to whether the
Company would actually be sold for the amount we believe to be its fair value
and present fair saleable value.
Pursuant to the terms of an engagement letter dated January 11, 1999,
by and between the Company and TKCO, the Company has agreed to compensate TKCO a
$250,000 fee for rendering its opinion assuming a successful close to the
Transaction. In the event that the transaction does not occur, the fee will be
reduced to $50,000. TKCO has acted as the Company's investment banker on prior
occasions and received fees for those services. TKCO and certain of its
principals own shares of Common Stock and warrants to acquire Common Stock of
the Company.
In connection with this Opinion, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
Among other things, we have:
1. Reviewed the Company's audited financial statements for the fiscal years
ended January 31, 1998 and 1997.
2. Reviewed certain Company interim financial information and interim
projections for the 9 months ended October 30, 1998, which the Company's
management has identified as the most current information available.
3. Reviewed a revised capitalization table, prepared by the Company dated
January 19, 1999 setting forth the outstanding shares of Common Stock as
well as all unexercised warrants and options.
<PAGE>
4. Reviewed the Company's most-recent Business Plan for its Internet
retailing business and on-line auction site;
5. Held discussions with management of the Company to discuss the
condition, future prospects, and projected operations and performance of
the Company;
6. Reviewed the Company's financial projections dated July 1998 for the
fiscal years ended January 31, 1999 through 2002.
7. Reviewed the historical market prices and trading volume for the
Company's publicly traded securities;
8. Reviewed other publicly available financial data for the Company and
certain companies that we deem comparable to the Company, and other
economic and financial matters related to the Company's business
operation; and
9. Conducted such other studies, analyses and investigations as we have
deemed appropriate.
We have relied upon and assumed, without independent verification, that the
financial forecasts and projections provided to us have been reasonably prepared
and reflect the best currently available estimates of the future financial
results and condition of the Company, and that there has been no material
adverse change in the assets, financial condition, business or prospects of the
Company since the date of the most recent interim financial statement made
available to us.
We have not independently verified the accuracy and completeness of the
information supplied to us with respect to the Company and do not assume any
responsibility for it. We have not made any physical inspection or independent
appraisal of any of the properties or assets of the Company. Our opinion is
necessarily based on business, economic, market and other conditions as they
exist and can be evaluated by us at the date of this letter.
Our analysis was performed at the request and solely for the benefit of the
Board of Directors, and not to offer or provide advice to any other party. Our
conclusion in connection therewith does not constitute a recommendation that any
stockholder of the Company vote to approve, ratify, disapprove, abstain from
voting, act or abstain from acting in connection with any action considered by
the stockholders. Based upon and subject to the foregoing, it is our opinion
that as of the date
<PAGE>
hereof, the consideration to be received by common stockholders of the Company
in the transaction is fair, from a financial point of view, to the stockholders
of the Company.
Based on the foregoing, and in reliance thereon, it is our opinion as of
the date of this letter that, assuming the Transaction is consummated as
proposed, immediately after and giving effect to the Transaction, the take-out
value of the Company's operating business and its tangible and intangible assets
approximates the value of the consideration presently being offered by Compaq in
the proposed Transaction.
We further note that we previously issued an opinion on the Transaction on
January 11, 1999 which is with your consent, hereby withdrawn in light of
certain supplemental information which the Company has provided to us.
This Opinion is furnished solely for your benefit and may not be relied
upon by any other person without our express, prior written consent. This
Opinion is delivered to you subject to the conditions, scope of engagement,
limitations and understandings set forth in this Opinion and our engagement
letter dated January 11, 1999, and subject to the understanding that the
obligations of TKCO in the Transaction are solely corporate obligations, and no
officer, director, employee, agent, shareholder or controlling person of TKCO
shall be subjected to any personal liability whatsoever to any person, nor will
any such claim be asserted by or on behalf of you or your affiliates.
TRAUTMAN KRAMER & COMPANY, INCORPORATED
/s/ Gregory O. Trautman
---------------------------------------
Gregory O. Trautman, CFA
President
<PAGE>
EXHIBIT (a)(14)
AMENDMENT NO. 1 TO THE
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, by and between Compaq Computer Corporation ("Parent") and Shopping.com
(the "Company").
RECITALS
WHEREAS, Parent and the Company have entered into an Agreement and
Plan of Merger, dated as of January 11, 1999 (the "Merger Agreement").
WHEREAS, Parent and the Company have agreed to amend the Merger
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Merger Agreement.
2. Per Share Amount. The third recital of the Merger Agreement
----------------
shall be deleted and replaced in its entirety as follows:
"WHEREAS, in furtherance thereof, it is proposed that Purchaser make a
cash tender offer to acquire all of the issued and outstanding shares of common
stock, no par value, of the Company for $18.25 per share, net to the seller in
cash; and"
3. Capitalization. Section 3.2 (a) of the Merger Agreement shall be
--------------
deleted and replaced in it entirety as follows:
"(a) The authorized capital stock of the Company consists of
25,000,000 Shares. As of the date hereof, (i) 8,897,234 Shares are issued and
outstanding, (ii) no shares of Company Preferred Stock are issued and
outstanding, (iii) pursuant to California law, no Shares are issued and held in
the treasury of the
<PAGE>
Company, (iv) 2,727,200 Shares are reserved for issuance pursuant to outstanding
Company Options, and (v) 4,189,276 Shares are reserved for issuance pursuant to
outstanding warrants of the Company. All the outstanding shares of the Company's
capital stock are, and all Shares which may be issued pursuant to the exercise
of outstanding Company Options will be, when issued in accordance with the
respective terms thereof, duly authorized, validly issued, fully paid and
non-assessable. There is no Voting Debt of the Company issued and outstanding.
Except as set forth above and except for the Transactions, as of the date
hereof, (i) there are no shares of capital stock of the Company authorized,
issued or outstanding; (ii) there are no existing options, warrants, calls,
pre-emptive rights, subscriptions or other rights, agreements, arrangements or
commitments of any character, relating to the issued or unissued capital stock
of the Company, obligating the Company to issue, transfer or sell or cause to be
issued, transferred or sold any shares of capital stock or Voting Debt of, or
other equity interest in, the Company or securities convertible into or
exchangeable for such shares or equity interests, or obligating the Company to
grant, extend or enter into any such option, warrant, call, subscription or
other right, agreement, arrangement or commitment and (iii) there are no
outstanding contractual obligations of the Company to repurchase, redeem or
otherwise acquire any Shares, or the capital stock of the Company or Affiliate
of the Company or to provide funds to make any investment (in the form of a
loan, capital contribution or otherwise) in any other entity."
4. Representations and Warranties of the Company. The Company
---------------------------------------------
represents and warrants to Parent and Purchaser as follows:
(a) The Company has full corporate power and authority to execute and
deliver this Amendment No. 1. The execution, delivery and performance by the
Company of this Amendment No. 1 have been duly authorized by the Company Board
of Directors and, except for obtaining the approval of its shareholders as
contemplated by Section 1.9 of the Merger Agreement, no other corporate action
on the part of the Company is necessary to authorize the execution and delivery
by the Company of this Amendment No. 1. This Amendment No. 1 has been duly
executed and delivered by the Company and, assuming due and valid authorization,
execution and delivery thereof by Parent, this Amendment No. 1 is a valid and
binding obligation of the Company enforceable against the Company in
accordance with its terms; and
(b) The Company Board of Directors, at a meeting duly called and held
or by unanimous written consent, has (i) unanimously determined that the Offer
2
<PAGE>
Price, as adjusted pursuant to this Amendment No. 1, is fair to and in the best
interests of the shareholders of the Company, and (ii) resolved to recommend
that the shareholders of the Company accept the Offer, tender their Shares to
Purchaser pursuant to the Offer and approve and adopt this Amendment No. 1 and
the Merger, and none of the aforesaid actions by the Company Board of Directors
has been amended, rescinded or modified; and
(c) The Company has received the opinion of Trautman Kramer & Company
dated the date hereof, to the effect that, as of such date, the consideration to
be received in the Offer and the Merger by the Company's shareholders is fair to
the Company's shareholders from a financial point of view, and the copy of such
opinion is manually signed, accurate and complete. The Company has been autho
rized by Trautman Kramer & Company to permit the inclusion of such opinion in
its entirety in the Offer Documents and the Schedule 14D-9 and the Proxy
Statement, so long as such inclusion is in form and substance reasonably
satisfactory to Trautman Kramer & Company and its counsel.
5. Definitions. "Offer Price" appearing in Section 8.1 of the Merger
-----------
Agreement shall be deleted and replaced in its entirety as follows:
"Offer Price" shall mean $18.25 per Share net to the seller in cash,
or such increased amount, if any, as Purchaser may offer to pay as contemplated
by Section 1.1(a).
6. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for
reference purposes only and shall not effect in any way the meaning or
interpreta tion of this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
be considered one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
3
<PAGE>
(d) Except as specifically provided herein, the Merger Agreement shall
remain in full force and effect. In the event of any inconsistency between the
provisions of this Amendment No. 1 and any provision of the Merger Agreement,
the terms and provisions of this Amendment No. 1 shall govern and control.
4
<PAGE>
IN WITNESS WHEREOF, Parent and the Company have caused this Amendment
No. 1 to the Merger Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
--------------------------------------------------
Earl L. Mason
Senior Vice President and Chief Financial Officer
SHOPPING.COM
By: /s/ Frank W. Denny
--------------------------------------------------
Frank W. Denny
President and Chief Executive Officer
5
<PAGE>
Exhibit (c)(15)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Robert J. McNulty (in his individual capacity, a
------
"Shareholder").
-----------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
------------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
/s/ Robert J. McNulty
------------------------------
Robert J. McNulty
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
Robert J. McNulty
(in his individual capacity)
Common Stock 1,016,474
----------------------
Options 200,000
----------------------
Warrants 317,500
----------------------
4
<PAGE>
Exhibit (c)(16)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Cyber Depot (the "Shareholder").
------ -----------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
------------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
CYBER DEPOT
By: /s/ Robert J. McNulty
------------------------------
Robert J. McNulty
Chief Executive Officer
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
Cyber Depot
Common Stock 250,000
----------------------
Options 100,000
----------------------
Warrants 0
----------------------
4
<PAGE>
Exhibit (c)(17)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Kipling Isle ("Shareholder").
------ -----------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
-------------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
KIPLING ISLE
By: /s/ Paul Hill
-------------------------------
Paul Hill
Title:
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
Kipling Isle
Common Stock 66,667
----------------------
Options 100,000
----------------------
Warrants 33,334
----------------------
4
<PAGE>
Exhibit (c)(18)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Paul Hill (in his individual capacity, a
------
"Shareholder").
- ------------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
---------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
/s/ Paul Hill
------------------------------
Paul Hill
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
Paul Hill
(in his individual capacity)
Common Stock 0
----------------------
Options 25,000
----------------------
Warrants 0
----------------------
4
<PAGE>
Exhibit (c)(19)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Ed Bradley (in his individual capacity, a
------
"Shareholder").
- ------------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
--------------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
/s/ Edward Bradley
--------------------------------
Edward Bradley
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock of
Ed Bradley
(in his individual capacity)
Common Stock 0
----------------------
Options 125,000
----------------------
Warrants 0
----------------------
4
<PAGE>
Exhibit (c)(20)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Mark Winkler (in his individual capacity, a
------
"Shareholder").
- ------------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
-------------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
/s/ Mark Winkler
-------------------------------
Mark Winkler
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
Mark Winkler
(in his individual capacity)
Common Stock 25,000
----------------------
Options 50,000
----------------------
Warrants 0
----------------------
4
<PAGE>
Exhibit (c)(21)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Kristine Webster (in her individual capacity, a
------
"Shareholder").
-----------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
-----------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
/s/ Kristine Webster
--------------------------------
Kristine Webster
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
Kristine Webster
(in her individual capacity)
Common Stock 28,334
----------------------
Options 37,500
----------------------
Warrants 4,167
----------------------
4
<PAGE>
Exhibit (c)(22)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and John Markley (in his individual capacity, a
------
"Shareholder").
- ------------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
-----------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
/s/ John Markley
-----------------------------
John Markley
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
John Markley
(in his individual capacity)
Common Stock 0
----------------------
Options 275,000
----------------------
Warrants 0
----------------------
4
<PAGE>
Exhibit (c)(23)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Frank Denny (in his individual capacity, a
------
"Shareholder").
- ------------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
-----------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
/s/ Frank Denny
--------------------------------
Frank Denny
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
Frank Denny
(in his individual capacity)
Common Stock 0
----------------------
Options 1,175,000
----------------------
Warrants 0
----------------------
4
<PAGE>
Exhibit (c)(24)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Pat Demicco (in his individual capacity, a
------
"Shareholder").
- ------------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
------------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
/s/ Pat Demicco
------------------------------
Pat Demicco
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
Pat Demicco
(in his individual capacity)
Common Stock 3,433
----------------------
Options 175,000
----------------------
Warrants 0
----------------------
4
<PAGE>
Exhibit (c)(25)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
---------------
1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
---------------------
dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Randy Read (in his individual capacity, a
------
"Shareholder").
- ------------
RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
-----------
this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
---------------------------
Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
--------
however, that Purchaser's obligation to accept for payment and pay for the
- -------
Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
-------
the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
<PAGE>
4. Miscellaneous.
-------------
(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
2
<PAGE>
IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Earl L. Mason
------------------------------
Earl L. Mason
Senior Vice President and
Chief Financial Officer
/s/ Randolph C. Read
---------------------------------
Randolph C. Read
ICMG Holdings, Inc.
By: /s/ Randolph C. Read
------------------------------
Randolph C. Read
President
3
<PAGE>
ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
Randolph C. Read
(in his individual capacity)
Common Stock 0
----------------------
Options 10,000
----------------------
Warrants 0
----------------------
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock by
ICMG Holdings, Inc.
(in its corporate capacity)
Common Stock 0
----------------------
Options 65,000
----------------------
Warrants 0
----------------------
4
