==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 4)
---------------------------
OCTEL COMMUNICATIONS CORPORATION
(Name of Subject Company)
---------------------------
MEMO ACQUISITION CORP.
LUCENT TECHNOLOGIES INC.
(Bidders)
---------------------------
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
---------------------------
675724108
(CUSIP Number of Classes of Securities)
---------------------------
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)
---------------------------
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. 4. Capitalized terms not defined herein
have the meanings assigned thereto in the Statement.
Item 10. Additional Information.
On September 18, 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 September 18, 1997.
<PAGE>
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: September 19, 1997
MEMO ACQUISITION CORP.,
By: /s/ Pamela F. Craven
------------------------
Name: Pamela F. Craven
Title: Vice President and Secretary
LUCENT TECHNOLOGIES INC.,
By: /s/ Pamela F. Craven
------------------------
Name: Pamela F. Craven
Title: Vice President - Law
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(a)(1) Press release, dated
September 18, 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 TO SEPTEMBER 26
FOR RELEASE: Thursday, September 18, 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 26, 1997. According to the two companies, the offer
is being extended because they are continuing to respond to requests for
information from the Antitrust Division of the U.S. Department of Justice.
The companies said they continue to be confident that Lucent's
acquisition of Octel will be completed and noted 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, September 19, 1997. The depositary for the offer, The Bank of
New York, has advised Lucent that 31,937,365 shares have been tendered as
of the close of business on Thursday, September 18, 1997.
