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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Amendment No. 3
to
SCHEDULE 13D
under the Securities Exchange Act of 1934
Applied Digital Access, Inc.
(Name of Subject Company)
Dynatech Acquisition Corporation
an indirect wholly-owned
subsidiary of
Dynatech Corporation
(Bidders)
Common Stock, Par Value $0.001 per Share
(Title of Class of Securities)
03818103
(CUSIP Number of Class of Securities)
DYNATECH ACQUISITION CORPORATION
MARK V.B. TREMALLO
SECRETARY
3 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS
(781) 272-6100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications On Behalf of Bidders)
COPY TO:
FRANCI J. BLASSBERG, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
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1. NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DYNATECH CORPORATION
I.R.S. IDENTIFICATION NO. 04-2258582
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (A) [_]
(B) [_]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
AF, BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(E) OR 2(F) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,165,489 SHARES
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8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
91.0%
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10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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2
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1. NAME OF REPORTING PERSON:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DYNATECH ACQUISITION CORPORATION
I.R.S. IDENTIFICATION NO. None.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (A) [_]
(B) [_]
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3. SEC USE ONLY
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4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
AF, BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(E) OR 2(F) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,165,489 SHARES
- --------------------------------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [_]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
91.0%
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10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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3
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This Amendment No. 3 amends and supplements the information set forth in
the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by
Dynatech Acquisition Corporation (the "Purchaser") and Dynatech Corporation
("Parent") on September 14, 1999, as amended by Amendment No. 1, filed by the
Purchaser and Parent on September 28, 1999, as amended by Amendment No. 2, filed
by the Purchaser and Parent on October 7, 1999, with respect to shares of common
stock, par value $0.001 per share, of Applied Digital Access, Inc. (the
"Company"). Unless otherwise indicated, the capitalized terms used herein shall
have the meanings specified in the Schedule 14D-1, including the Offer to
Purchase filed as Exhibit (a)(1) thereto.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: The
Offer expired at 12:00 midnight, New York, City time, on Monday, November 1,
1999 (the "Expiration Time"). According to the Depositary, based on a
preliminary count, there were validly tendered and not properly withdrawn
approximately 12,165,489 Shares, as of the Expiration Time, representing
approximately 91.0% of the Shares currently outstanding. The Purchaser accepted
for payment all Shares validly tendered in accordance with the Offer. On
November 2, 1999, Parent issued a press release, a copy of which is attached
hereto as Exhibit (a)(10) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by adding
the following text thereafter:
(a)(10) Press release issued by Parent on November 2, 1999.
4
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 2, 1999
DYNATECH ACQUISITION CORPORATION
By: /s/ Mark V.B. Tremallo
--------------------------------
Name: Mark V.B. Tremallo
Title: Vice President and Secretary
DYNATECH CORPORATION
By: /s/ Mark V.B. Tremallo
------------------------------------
Name: Mark V.B. Tremallo
Title: Corporate Vice President -
General Counsel and Secretary
5
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION PAGE NO.
- ------- ----------- --------
99(a)(1)* Offer to Purchase dated September 14, 1999 ...............
99(a)(2)* Letter of Transmittal ....................................
99(a)(3)* Notice of Guaranteed Delivery ............................
99(a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees ...................................
99(a)(5)* Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees ......................
99(a)(6)* Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 ............................
99(a)(7)* Summary Advertisement as published on September 14, 199...
99(a)(8)* Press Release issued by Parent on September 8, 1999 ......
99(a)(9)* Press Release issued by Parent on October 6, 1999 ........
99(a)(10) Press Release issued by Parent on November 2, 1999 .......
99(b)(1)* Credit Agreement, dated May 21, 1998, by and among Parent,
TTC Merger Co., LLC, the lenders named therein, Morgan
Guaranty and Trust Company of New York, as administrative
agent, Credit Suisse First Boston, as syndication agent...
and The Chase Manhattan Bank, as documentation agent .....
99(c)(1)* Short Form Confidentiality Agreement, effective April 13,
1999, between Parent and the Company .....................
99(c)(2)* Letter, dated August 13, from Parent to the Company ......
99(c)(3)* Agreement and Plan of Merger, dated as of September 7,
1999, among Parent, the Purchaser and the Company ........
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*As previously filed.
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Exhibit 99(a)(10)
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DYNATECH CORPORATION COMPLETES TENDER OFFER
FOR APPLIED DIGITAL ACCESS
November 2, 1999
Burlington, MA -- November 2, 1999 -- Dynatech Corporation (OTC-BB:DYNA) and
TTC, a unit of Dynatech, announce that the tender offer for all of the
outstanding shares of Applied Digital Access, Inc. (ADA) (NASDAQ:ADAX) at $5.37
per share expired at midnight yesterday, at which time in excess of 12,165,489
shares, or 91% of shares outstanding, were validly tendered and not withdrawn.
As a result of the successful offer, ADA will become an indirect wholly owned
subsidiary of Dynatech, and all remaining public shareholders of ADA will be
entitled to receive the same $5.37 cash price for each of their shares.
Dynatech Corporation (OTC-BB:DYNA) is a global communications equipment company
focused on network technology solutions. Its products address communications
test, industrial computing and communications, and visual communications
applications. Headquartered in Burlington, Massachusetts, Dynatech sells its
products worldwide through subsidiaries located throughout the Americas, Europe
and Asia.
NOTE: This press release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which reflect the
Company's current judgment on certain issues. Because such statements apply to
future events, they are subject to risks and uncertainties that could cause the
actual results to differ materially. Important factors that could cause actual
results to differ materially are described in the company's reports on Form 10-K
and 10-Q on file with the Securities and Exchange Commission.
