<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 9)
DIGITAL LINK CORPORATION
(Name of the Issuer)
DLZ CORP.
VINITA GUPTA
NARENDRA K. GUPTA
GUPTA CHILDREN'S TRUST AGREEMENT
NARENDRA AND VINITA GUPTA LIVING TRUST
THE NAREN AND VINITA GUPTA FOUNDATION
(Name of the Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
253856 10 8
(CUSIP Number of Class of Securities)
------------------------
VINITA GUPTA
DLZ CORP.
P.O. BOX 620154
WOODSIDE, CALIFORNIA 94062-0154
(408) 745-4550
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
------------------------
COPIES TO:
<TABLE>
<S> <C>
CHRISTOPHER KAUFMAN, ESQ. DAVID HEALY, ESQ.
Latham & Watkins Fenwick & West LLP
135 Commonwealth Drive Two Palo Alto Square
Menlo Park, California 94025 Palo Alto, California 94306
(650) 328-4600 (650) 494-0600
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
DLZ Corp., a California corporation ("Purchaser") hereby amends and
supplements its Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3"), filed with the Securities and Exchange Commission on
September 10, 1999, with respect to the offer to purchase any and all of the
shares of Common Stock, no par value per share, of Digital Link Corporation, a
California corporation, for a purchase price of $10.30 per share upon the terms
and subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal. Capitalized terms not defined herein have the
meaning ascribed to them in the Schedule 13E-3.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
Item 3 of the Schedule 13E-3 is hereby amended and supplemented by
incorporating by reference the disclosure set forth in paragraph 2 of Item 16,
below.
ITEM 16. ADDITIONAL INFORMATION.
1. Item 16 of the Schedule 13E-3 is hereby amended and supplemented by the
following:
On November 1, 1999, Purchaser issued a press release, a copy of which is
attached hereto as exhibit (d)(15) and is incorporated herein by reference,
relating to the increase in the per share purchase price from $10.30 to $10.85,
and the extension of the Offer until 12:00 midnight, New York City Time, on
Friday, November 15, 1999.
2. Item 16 of the Schedule 13E-3 is hereby amended and supplemented by
amending and supplementing the Offer to Purchase, previously incorporated by
reference to Item 10(f) of the Schedule 14D-1, as follows:
Purchaser determined to increase the tender offer price following contacts
between representatives of the Purchaser and representatives of Kopp Investment
Advisors, Inc., a registered investment advisor ("Kopp"). Purchaser believes
that Kopp is the largest institutional owner of Shares and according to the
latest publicly available report on Form 13F filed by Kopp and its affiliates,
as of June 30, 1999, such entities collectively beneficially owned 762,025
Shares or approximately 9.4% of the outstanding Shares. On October 29, 1999,
representatives of Kopp indicated to representatives of Purchaser that Kopp was
prepared to tender all of the Shares beneficially owned by it if the Offer Price
were increased to $10.85 per share. On November 1, 1999, representatives of the
Purchaser contacted Kopp and informed Kopp that the Purchaser had announced an
increase in its offer for the Shares to $10.85 per Share.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended and supplemented by the
following:
(d)(15) Press Release dated November 1, 1999.
<PAGE>
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.
<TABLE>
<S> <C> <C>
Dated: November 1, 1999
DLZ CORP.
By: /s/ VINITA GUPTA
-----------------------------------------
Name: Vinita Gupta
Title: President and Chief Executive
Officer
GUPTA CHILDREN'S TRUST AGREEMENT
By: /s/ VINITA GUPTA
-----------------------------------------
Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
-----------------------------------------
Name: Narendra K. Gupta
Title: Trustee
NARENDRA AND VINITA GUPTA LIVING TRUST
By: /s/ VINITA GUPTA
-----------------------------------------
Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
-----------------------------------------
Name: Narendra K. Gupta
Title: Trustee
THE NAREN AND VINITA GUPTA FOUNDATION
By: /s/ VINITA GUPTA
-----------------------------------------
Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
-----------------------------------------
Name: Narendra K. Gupta
Title: Trustee
/s/ VINITA GUPTA
---------------------------------------------
Vinita Gupta
/s/ NARENDRA K. GUPTA
---------------------------------------------
Narendra K. Gupta
</TABLE>
<PAGE>
EXHIBIT (d)(15)
PRESS RELEASE
FOR IMMEDIATE RELEASE:
CONTACT: LARRY DENNEDY
MACKENZIE PARTNERS, INC.
(212) 929-5500
DLZ CORP. INCREASES OFFER FOR DIGITAL LINK TO $10.85 PER SHARE;
EXTENDS TENDER OFFER TO NOVEMBER 15, 1999
SANTA CLARA, California, November 1, 1999 -- DLZ Corp. announced today that
it had increased its offer to purchase the outstanding shares of Digital Link,
Inc. (NASDAQ:DLNK) to $10.85 cash per share. The offer has also been extended
and will now expire at 12:00 midnight New York City time on Monday, November 15,
1999. As of 12:00 midnight New York City time on October 29, 1999, 2,690,031
shares of Digital Link stock had been tendered which, together with shares held
by DLZ and its affiliates, constitutes approximately 83.5% of the outstanding
Digital Link stock.
DLZ determined to increase the tender offer price following discussions with
representatives of its largest institutional investor. On October 29, 1999, the
investor indicated that it was prepared to tender all of the shares it
beneficially owned if the tender offer price were increased to $10.85 per share.
As previously disclosed, under California law DLZ cannot consummate the tender
offer, together with a follow-on short-form merger, unless the shares tendered
in the tender offer, together with the shares already held by DLZ and its
affiliates, equal at least 90% of Digital Link's outstanding shares. If as a
result of the tender of sufficient additional shares, DLZ is able to reach the
90% minimum, it intends to proceed following completion of the tender offer with
a short-form merger at the same price of $10.85 per share.
The Information Agent for the Tender Offer is MacKenzie Partners, Inc.
Additional information and copies of the tender offer documents can be obtained
from MacKenzie by calling (800) 322-2885 Toll-Free or by calling (212) 929-5500.
About Digital Link
Digital Link Corporation is leading provider of high-performance,
cost-effective, digital network access products for narrowband and broadband
applications. The company offers access solutions that increase the level of
intelligence at the demarcation point where LAN's and WAN's meet. These products
are used by Internet service providers and carriers as infrastructure equipment,
and by enterprises for connectivity to WAN services. Digital Link is
headquartered in Sunnyvale, California, and offers its products worldwide.
Additional information about Digital Link is available at: http://www.dl.com.
# # #
