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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. 5)
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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
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<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. 5. Capitalized terms not defined herein
have the meanings assigned thereto in the Statement.
Item 10. Additional Information.
On September 25, 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 25, 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: September 26, 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
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EXHIBIT INDEX
Exhibit No. Exhibit
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(a)(1) Press release, dated
September 25, 1997
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EXHIBIT (a)(1)
NEWS RELEASE
Dan Coulter - Lucent Technologies
908-582-7635 (work)
908-735-0297 (home)
Greg Klaben - Octel Communications Corporation
408-324-6571 (work)
408-255-2126 (home)
LUCENT TO ACCEPT OCTEL SHARES
FOR RELEASE: Thursday, September 25, 1997
MURRAY HILL, N.J. -- Lucent Technologies and Octel Communications
Corporation today announced they have received early termination of the
waiting period under the Hart-Scott-Rodino Act in connection with Lucent's
acquisition of Octel. As a result, Lucent intends to let its tender offer
for all outstanding shares of Octel's common stock expire on schedule at
5:00 p.m. Eastern time, Friday, September 26, 1997, and to accept the
tendered shares for payment.
The company may extend the offer past Friday, September 26, if it
receives less than the 90 percent of the outstanding Octel shares required
to do a "short form" merger.
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