As Filed With The Securities And Exchange Commission On May 19, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 1)
(Final Amendment)
Microcom, Inc.
(Name of Subject Company)
Compaq-Boston, Inc.
(Bidder)
A direct wholly-owned subsidiary of
Compaq Computer Corporation
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
_________________
595019100
(CUSIP Number)
J. David Cabello, Esq.
Senior Vice President
General Counsel And Secretary
Compaq Computer Corporation
20555 SH 249
Houston, TX 77070
(281) 370-0670
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies to:
Chris Mayer
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
=============================================================================
------------------------
| CUSIP NO. 595019100 |
------------------------
=============================================================================
| | |
| 1 | NAMES OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS |
| | Compaq Computer Corporation |
| | 76-0011617 |
- -----------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) [ ] |
| | (b) [ ] |
- ------------------------------------------------------------------------------
| 3 | SEC USE ONLY |
- ------------------------------------------------------------------------------
| 4 | SOURCE OF FUNDS |
| | WC |
- ------------------------------------------------------------------------------
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
| | REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] |
- ------------------------------------------------------------------------------
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
- ------------------------------------------------------------------------------
| 7 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH |
| | REPORTING PERSON |
| | 0 shares of common stock |
- ------------------------------------------------------------------------------
| 8 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) |
| | EXCLUDES CERTAIN SHARES [ ] |
- ------------------------------------------------------------------------------
| 9 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) |
| | 0 |
- ------------------------------------------------------------------------------
| 10 | TYPE OF REPORTING PERSON |
| | HC, CO |
=============================================================================
------------------------
| CUSIP NO. 595019100 |
------------------------
=============================================================================
| | |
| 1 | NAMES OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS |
| | Compaq-Boston, Inc. |
| | 76-0536830 |
- ------------------------------------------------------------------------------
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| | (a) [ ] |
| | (b) [ ] |
- ------------------------------------------------------------------------------
| 3 | SEC USE ONLY |
- ------------------------------------------------------------------------------
| 4 | SOURCE OF FUNDS |
| | WC |
- ------------------------------------------------------------------------------
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
| | REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [ ] |
- ------------------------------------------------------------------------------
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Massachusetts |
- ------------------------------------------------------------------------------
| 7 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH |
| | REPORTING PERSON |
| | 16,095,007 shares of common stock |
- ------------------------------------------------------------------------------
| 8 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) |
| | EXCLUDES CERTAIN SHARES [ ] |
- ------------------------------------------------------------------------------
| 9 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) |
| | Approximately 97 percent of outstanding shares of common stock |
- ------------------------------------------------------------------------------
| 10 | TYPE OF REPORTING PERSON |
| | CO |
=============================================================================
<PAGE>
This amends and supplements the Tender Offer Statement on Schedule 14D-1
of Compaq-Boston, Inc., a Massachusetts corporation ("Purchaser") and a
wholly-owned subsidiary of Compaq Computer Corporation, a Delaware corporation
("Parent"), filed by Purchaser and Parent with the Securities and Exchange
Commission (the "Commission") on April 16, 1997 (the "14D-1"), in connection
with the offer by Purchaser for all outstanding shares of Common Stock, $.01
par value (the "Shares"), of Microcom, Inc., a Massachusetts corporation (the
"Company"). Unless otherwise indicated, all capitalized terms used herein
shall have the same meaning as set forth in the 14D-1.
Item 6. Interest in Securities of the Subject Company.
- -------- ----------------------------------------------------
(a)-(b) Item 6 is hereby amended and supplemented by adding to the end
thereof the following:
The Offer expired at 12:00 midnight, New York City time, on Tuesday, May
13, 1997. According to a preliminary count by the Depositary, as of midnight,
New York City time, on Tuesday, May 13, 1997, there were validly tendered
pursuant to the Offer 16,095,007 Shares (including 1,566,847 Shares subject to
guarantees of or receipt of additional documentation) which represents
approximately 97% of the Shares currently outstanding. Pursuant to the Offer,
Purchaser accepted for payment all such Shares validly tendered according to
the terms of the Offer.
ITEM 11. Material To Be Filed As Exhibits.
- -------- ---------------------------------
Item 11 is hereby amended to add the following exhibit:
(a)(8) Press release issued by Parent on May 14, 1997
SIGNATURE
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: May 15, 1997 Compaq-Boston, Inc.
By: /s/ J. David Cabello
--------------------
Name: J. David Cabello
Title: Clerk
Compaq Computer Corporation
By: /s/ J. David Cabello
--------------------
Name: J. David Cabello
Title: Senior Vice
President, General
Counsel and Secretary
<PAGE>
EXHIBIT (a) (8)
COMPAQ COMPUTER CORPORATION P.O. BOX 692000 NEWS RELEASE
PUBLIC RELATIONS DEPARTMENT HOUSTON, TEXAS 77269-2000
TEL 281-514-0484
FAX 281-514-4583
HTTP://WWW.COMPAQ.COM
[Logo of Compaq Computer Corporation appears here]
FOR IMMEDIATE RELEASE
COMPAQ ANNOUNCES SUCCESSFUL TENDER OFFER FOR MICROCOM ACQUISITION
HOUSTON, May 14, 1997 - Compaq Computer Corporation (NYSE: CPQ) today
announced that 16,095,007 shares, or approximately 97 percent of the
outstanding shares of Microcom, Inc. (NASDAQ: MNPI), were tendered for $16.25
per share in cash in response to its tender offer which closed on May 13,
1997, based upon a preliminary count by ChaseMellon Shareholder Services, LLC,
the depositary. The shares (which include 1,566,847 shares subject to
guarantees of delivery or receipt of additional documentation) will be
purchased in accordance with the terms of the offer.
Microcom, located in Norwood, Massachusetts, is a leading provider of
central site and remote access solutions, offering a broad line of products
utilizing its wide area network (WAN) technology and its network management
and remote access software.
"This acquisition accelerates the evolution of Compaq from a PC company
to a full service computer company, and fuels our growth as we strive to
become one of the top three computer companies in the world," said Eckhard
Pfeiffer, President and Chief Executive Officer of Compaq Computer
Corporation.
Compaq will proceed with those steps necessary to complete the merger of
Microcom into Compaq-Boston, Inc., a wholly-owned subsidiary. A special
meeting of Microcom's shareholders is expected to be held in the second half
of June, and the merger will follow shortly thereafter.
Pursuant to the merger, any shares of Microcom common stock not tendered
and purchased pursuant to the tender offer or otherwise owned by Compaq will
be converted into the right to receive $16.25 per share in cash.
"We are very pleased with the large number of shares tendered and look
forward to integrating Microcom into our business," said Alan Lutz, Senior
Vice President and Group General Manager, Compaq Communication Products Group.
COMPANY BACKGROUND
Compaq Computer Corporation, a Fortune 100 company, is the fifth largest
computer company in the world and the largest global supplier of personal
computers, delivering useful innovation through products that connect people
with people and people with information. The company is an industry leader in
environmentally friendly programs and business practices. Compaq is
strategically organized to meet the current and future needs of its customers,
offering Internet and enterprise computing solutions, networking products,
commercial PC products and consumer PCs. As the leader in distributed
enterprise solutions, Compaq has shipped over a million servers. In 1996, the
company reported worldwide sales of $18.1 billion. Compaq products are sold
and supported in more than 100 countries through a network of authorized
Compaq marketing partners. Customer support and information about Compaq and
its products can be found at http://www.compaq.com or by calling
1-800-OK-COMPAQ. Product information and reseller locations can be obtained
by calling 1-800-345-1518.
# # #
Compaq, Registered U.S. Patent and Trademark Office. Product names mentioned
herein may be trademarks and/or registered trademarks of their respective
companies.
For further editorial information, contact:
Compaq Computer Corporation Nora Hahn 281-514-0484
[email protected]
Miller/Shandwick Technologies Julie Akstin 617-536-0470
[email protected]
