SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)
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OCTEL COMMUNICATIONS CORPORATION
(Name of Subject Company)
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MEMO ACQUISITION CORP.
LUCENT TECHNOLOGIES INC.
(Bidders)
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Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
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675724108
(CUSIP Number of Classes of Securities)
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Pamela F. Craven, Esq.
Memo Acquisition Corp.
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:
Robert A. Kindler, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
<PAGE>
Lucent Technologies Inc. and Memo Acquisition Corp. hereby amend
and supplement the Tender Offer Statement on Schedule 14D-1 (the
"Statement"), originally filed on July 23, 1997, with respect to their
offer to purchase all outstanding shares of Common Stock, par value
$.001 per share, of Octel Communications Corporation, a Delaware
corporation, as set forth in this Amendment No. 2. Capitalized terms
not defined herein have the meanings assigned thereto in the
Statement.
Item 10. Additional Information.
On August 28, 1997, Parent issued a press release, a copy of
which is attached hereto as Exhibit (a)(1) and is incorporated herein
by reference.
Item 11. Material to be filed as Exhibits.
(a)(1) Press Release, dated August 28, 1997.
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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 28, 1997
MEMO ACQUISITION CORP.,
By: /s/ Pamela F. Craven
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Name: Pamela F. Craven
Title: Vice President and Secretary
LUCENT TECHNOLOGIES INC.,
By: /s/ Pamela F. Craven
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Name: Pamela F. Craven
Title: Vice President - Law
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
(a)(1) Press release, dated
August 28, 1997
<PAGE>
EXHIBIT (a)(1)
Dan Coulter - Lucent Technologies
908-582-7635 (work)
908-582-0297 (home)
Greg Klaben - Octel Communications Corporation
408-324-6571 (work)
408-255-2126 (home)
LUCENT TECHNOLOGIES EXTENDS
TENDER OFFER FOR OCTEL STOCK
FOR RELEASE: Thursday, August 28, 1997
MURRAY HILL, N.J. -- Lucent Technologies and Octel Communications
Corporation today announced that Lucent's tender offer for all
outstanding shares of Octel's common stock has been extended until
5:00 p.m. Eastern time, Friday, September 12, 1997. Lucent and Octel
said the offer was extended because the two companies are still in the
process of responding to a second request for information from the
Antitrust Division of the U.S. Department of Justice.
The companies noted that they continue to be confident that
Lucent's acquisition of Octel will be completed and added that the
tender offer would be extended again, if appropriate.
Lucent's tender offer was scheduled to expire at 5:00 p.m.
Eastern time, Friday, August 29, 1997. The depositary for the offer,
The Bank of New York, has advised Lucent that 21,162,529 shares have been
tendered as of the close of business on Wednesday, August 27, 1997.
