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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. 2)
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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
February 12, 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 6 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 9,935,449
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
9,935,449
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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
95.9%
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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 9,935,449
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
9,935,449
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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
95.9%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
This Amendment No. 2 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 a wholly owned subsidiary of
Parent, relating to the common stock, no par value (the "Shares"), of
Shopping.com, a California corporation (the "Company").
Unless otherwise defined herein, each capitalized term used herein has the
same meaning ascribed to it in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and (c) are amended and supplemented by adding thereto the
following:
(a), (c) The Offer expired at 12:00 midnight, New York City time, on Friday,
February 12, 1999. Based on a preliminary count from the Depositary, there
were validly tendered and not withdrawn 9,935,449 shares of Common Stock
(including 447,014 shares of Common Stock tendered by means of guaranteed
delivery), or approximately 95.9% of the issued and outstanding shares of
Common Stock of the Company. The Shares validly tendered and not withdrawn at
such time were accepted for payment. On February 16, 1999, Parent issued a
press release attached hereto as Exhibit (a)(13).
Item 5(b) is amended by replacing it in its entirety with the following:
(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 9,935,449, (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 7. Material to be Filed as Exhibits.
Item 7 is amended by adding thereto the following document, which is
incorporated by reference from Amendment No. 2 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
February 16, 1999.
<TABLE>
<C> <S>
(a)(13) Press Release, dated February 16, 1999, issued by Parent.
</TABLE>
(Page 4 of 6 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: February 16, 1999
Compaq Computer Corporation
By:/s/Earl L. Mason
__________________________
Name:Earl L. Mason
Title:Senior Vice President and
Chief Financial Officer
(Page 5 of 6 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: February 16, 1999
Compaq Interests, Inc.
By: /s/ Earl L. Mason
_________________________________
Name: Earl L. Mason
Title: President
(Page 6 of 6 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
</TABLE>
<TABLE>
<S> <C>
(a)(13)+++ Press Release dated February 16, 1999 issued by Parent
(c)(1)+ Agreement and Plan of Merger, dated January 11, 1999, by and between Parent and the Company
(c)(2)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Robert McNulty
(c)(3)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Cyber Depot
(c)(4)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Kipling Isle
(c)(5)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Paul Hill
(c)(6)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Ed Bradley
(c)(7)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Mark Winkler
(c)(8)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Kristine Webster
(c)(9)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and John Markley
(c)(10)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Frank Denny
(c)(11)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Pat Demicco
(c)(12)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Randy Read
(c)(13)+ Stock Option Agreement, dated January 11, 1999, by and between Parent and the Company
(c)(14)++ Amendment No. 1 to the Agreement and Plan of Merger, dated January 20, 1999, by and between Parent
and the Company
(c)(15)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and
Robert McNulty
(c)(16)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and
Cyber Depot
(c)(17)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and
Kipling Isle
(c)(18)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Paul
Hill
(c)(19)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Ed
Bradley
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<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.
+++ Incorporated by reference from Amendment No. 2 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 February 16, 1999.
