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. 3)
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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
Communications Corporation, a Delaware corporation, as set forth in this
Amendment No. 3. Capitalized terms not defined herein have the meanings
assigned thereto in the Statement.
Item 10. Additional Information.
On September 11, 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 11, 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 11, 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 11, 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 19
FOR RELEASE: Thursday, September 11, 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 19, 1997. According to the two companies, the offer
is being extended because they 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 expressed continued confidence that Lucent's acquisition
of Octel will be completed and said 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 12, 1997. The depositary for the offer, The Bank of
New York, has advised Lucent that 29,491,719 shares have been tendered as
of the close of business on Wednesday, September 10, 1997.
