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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 11)
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)
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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 Person(s) Filing Statement)
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COPIES TO:
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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
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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 $10.85 per share upon the terms
and subject to the conditions set forth in the Offer to Purchase and in the
related Letter of Transmittal. Capitalized terms not defined herein have the
meaning ascribed to them in the Schedule 13E-3.
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 (d)(18), is incorporated by reference herein.
ITEM 16. ADDITIONAL INFORMATION.
1. Item 16 of the Schedule 13E-3 is hereby amended and supplemented by the
following:
On November 16, 1999, Purchaser issued a press release, a copy of which is
attached hereto as exhibit (d)(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 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended and supplemented by the
following:
(d)(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
-----------------------------------------
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
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Name: Narendra K. Gupta
Title: Trustee
/s/ VINITA GUPTA
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Vinita Gupta
/s/ NARENDRA K. GUPTA
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Narendra K. Gupta
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EXHIBIT (d)(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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