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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. 10)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
DIGITAL LINK CORPORATION
(Name of Subject Company)
DLZ CORP.
VINITA GUPTA
NARENDRA K. GUPTA
GUPTA CHILDREN'S TRUST AGREEMENT
NARENDRA AND VINITA GUPTA LIVING TRUST
THE NAREN AND VINITA GUPTA FOUNDATION
(Bidders)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
253856 10 8
(CUSIP Number of Class of Securities)
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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 Bidders)
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COPY TO:
CHRISTOPHER KAUFMAN, ESQ.
LATHAM & WATKINS
135 COMMONWEALTH DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 328-4600
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DLZ Corp., a California corporation ("Purchaser") hereby amends and
supplements its Tender Offer Statement on Schedule 14D-1, as amended (the
"Schedule 14D-1"), 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 $10.85 per share upon the terms
and subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal. This Amendment No. 10 to the Schedule 14D-1 also
constitutes Amendment No. 10 to the Statement on Schedule 13D of Purchaser and
Vinita Gupta, Narendra Gupta, the Gupta Children's Trust Agreement, the Narendra
and Vinita Gupta Living Trust and The Naren and Vinita Gupta Foundation.
Capitalized terms not defined herein have the meaning ascribed to them in the
Schedule 14D-1.
ITEM 1. SECURITY AND SUBJECT COMPANY.
Item 1 is hereby amended and supplemented to add the following:
The Offer terminated at 12:00 Midnight, New York City Time, on Monday,
November 15, 1999.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented to add the following:
As soon as practicable, Purchaser intends to (i) seek to procure the making
of an application to the Nasdaq Stock Market, Inc. for the Shares to be delisted
from the Nasdaq National Market and (ii) take measures to cause the termination
of the registration of the Shares under the Exchange Act.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
As of the expiration of the Offer, Purchaser owns 7,650,102 million Shares,
which represents 94.4% of the outstanding Shares. The information contained in
Purchaser's press release dated November 16, 1999, a copy of which is attached
as (a)(18), is incorporated by reference herein.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by
amending and supplementing the Offer to Purchase as follows:
1. On November 16, 1999, Purchaser issued a press release, a copy of which
is attached hereto as exhibit (a)(18) and is incorporated herein by reference,
relating to the expiration of the Offer as of 12:00 midnight, New York City
time, on Monday, November 15, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by the
following:
(a)(18) Press Release dated November 16, 1999.
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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.
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Dated: November 16, 1999 DLZ CORP.
By: /s/ VINITA GUPTA
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Name: Vinita Gupta
Title: President and Chief Executive Officer
GUPTA CHILDREN'S TRUST AGREEMENT
By: /s/ VINITA GUPTA
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Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
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Name: Narendra K. Gupta
Title: Trustee
NARENDRA AND VINITA GUPTA LIVING TRUST
By: /s/ VINITA GUPTA
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Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
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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
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Vinita Gupta
/s/ NARENDRA K. GUPTA
---------------------------------------------
Narendra K. Gupta
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EXHIBIT (a)(18)
PRESS RELEASE
FOR IMMEDIATE RELEASE:
CONTACT: LARRY DENNEDY
MACKENZIE PARTNERS, INC.
(212) 929-5500
DLZ CORP. COMPLETES TENDER OFFER FOR DIGITAL LINK
94.4% STOCK OWNERSHIP TO BE FOLLOWED BY SHORT-FORM MERGER
SANTA CLARA, California, November 16, 1999 -- DLZ Corp. announced today that
it had successfully completed its tender offer to purchase the outstanding
shares of Digital Link Corporation (NASDAQ:DLNK) for $10.85 cash per share.
The offer expired at 12:00 midnight New York City time on November 15, 1999.
As of the expiration of the offer, 3,615,415 shares of Digital Link stock had
been tendered which, together with shares held by DLZ and its affiliates,
constitutes approximately 94.4% of the outstanding Digital Link stock.
Following the consummation of the tender offer, a wholly owned subsidiary of
DLZ Corp. will be merged with and into Digital Link and the merger agreement
provides that shareholders will receive $10.85 cash per share.
The Information Agent for the Tender Offer was MacKenzie Partners, Inc.
MacKenzie can be contacted 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.
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