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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 3
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
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SPECTRAN CORPORATION
(Name of Subject Company)
SEATTLE ACQUISITION INC.
LUCENT TECHNOLOGIES INC.
(Bidders)
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COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class of Securities)
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847598109
(CUSIP Number of Class of Securities)
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Pamela F. Craven, Esq.
Seattle Acquisition Inc.
C/o Lucent Technologies Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974
(908) 582-8500
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copies to:
Irving L. Rotter, Esq.
Sidley & Austin
875 Third Avenue
New York, New York 10022
(212) 906-2000
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TENDER OFFER
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule 14D-1 (as amended from time to time, the "Schedule 14D-1") filed with
the Securities and Exchange Commission (the "Commission") on July 21, 1999 with
respect to the offer by Seattle Acquisition Inc., a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Lucent Technologies Inc., a
Delaware corporation (the "Parent"), to purchase all outstanding shares (the
"Shares") of Common Stock, par value $.10 per share (the "Common Stock"), of
SpecTran Corporation, a Delaware corporation (the "Company"), at $9.00 per Share
(the "Offer Price"), net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated July 21, 1999 and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Unless otherwise
indicated herein, each capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to
Purchase referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) of the Schedule 14D-1 is hereby
amended and supplemented by the following information:
The Offer has been extended and will now expire at 12:00 midnight, Eastern
time, on Tuesday, August 24, 1999 unless the Offer is further extended. Based on
preliminary information provided by the Depositary, the Parent reported that as
of 5:00 p.m., Eastern time, on August 17, 1999, approximately 3,314,031 Shares
have been tendered pursuant to the Offer.
A copy of the Parent's press release announcing such extension has been
filed as Exhibit (a)(10) to this Amendment No. 3 and is incorporated herein by
reference in its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Text of Press Release, dated August 18, 1999, issued by Parent.
SIGNATURES
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: August 18, 1999
SEATTLE ACQUISITION INC.
By: /s/ PAMELA F. CRAVEN
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Name: Pamela F. Craven
Title: Vice President
LUCENT TECHNOLOGIES INC.
By: /s/ PAMELA F. CRAVEN
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Name: Pamela F. Craven
Title: Vice President-Law
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<S> <C>
(a)(10) Text of Press Release, dated August 18, 1999, issued by Parent.
</TABLE>
3
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News
Release [LUCENT LOGO]
Jeff Baum Lynn Newman
908-582-7635 (office) 908-582-3193 (office)
973-983-7086 (home) 973-993-8033 (home)
[email protected] [email protected]
LUCENT TECHNOLOGIES EXTENDS TENDER OFFER
FOR SPECTRAN CORPORATION STOCK
FOR RELEASE: WEDNESDAY, AUGUST 18, 1999
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MURRAY HILL, N.J. -- Lucent Technologies announced today that its tender
offer for all outstanding shares of SpecTran Corporation's common stock for
$9.00 per share has been extended until midnight Eastern time, Tuesday, August
24, 1999. Lucent said the offer was extended to give remaining shareholders
additional time to tender their shares.
Lucent's tender offer was scheduled to expire at midnight Eastern time,
Tuesday, August 17, 1999. The depositary for the offer. The Bank of New York,
has advised Lucent that 3,314,031 shares or 47.1 percent of SpecTran's shares
outstanding (40.3 percent of SpecTran's shares outstanding on a fully diluted
basis) have been tendered as of 5:00 p.m. on August 17, 1999.
Lucent Technologies designs, builds and delivers a wide range of public and
private networks, communications systems and software, data networking systems,
business telephone systems and microelectronics components. Bell Labs is the
research and development arm for the company. More information about Lucent
Technologies, headquartered in Murray Hill, N.J., is available on its web site
at http://www.lucent.com.
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