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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. 1)
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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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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 Communication Corporation, a Delaware corporation, as
set forth in this Amendment No. 1. Capitalized terms not defined herein
have the meanings assigned thereto in the Statement.
Item 10. Additional Information.
On August 8, 1997, Parent and the Company issued a joint 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 8, 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 8, 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
(a)(1) Press Release, dated
August 8, 1997
Lucent Technologies
Lynn Newman
908-582-5522 (office)
973-993-8033 (home)
Octel Communications Corporaton
Greg Klaben
408-324-6571 (office)
408-255-2126 (home)
DEPARTMENT OF JUSTICE REQUESTS MORE INFORMATION
ON LUCENT TECHNOLOGIES' ACQUISITION OF OCTEL
FOR RELEASE: FRIDAY, AUGUST 8, 1997
MURRAY HILL, NJ - Lucent Technologies and Octel
Communications Corporation have received a second request
for information from the Antitrust Division of the
Department of Justice (DOJ) in connection with the proposed
acquisition of Octel by Lucent.
Noting that such a request is not unusual in these
circumstances, Lucent and Octel continue to be confident
that the acquisition will be completed. The companies will
work expeditiously to respond to the DOJ's request.
If necessary, Lucent will extend the tender offer
as appropriate.
