<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(RULE 13d-101)
ADVANCED LOGIC RESEARCH, INC.
(NAME OF SUBJECT COMPANY)
DEUCE ACQUISITION CORPORATION
GATEWAY 2000, INC.
(BIDDERS)
COMMON STOCK PAR VALUE $.01
(TITLE OF CLASS OF SECURITIES)
00 7948102
(CUSIP NUMBER OF CLASS OF SECURITIES)
William M. Elliott, Esq.
Gateway 2000, Inc.
610 Gateway Drive
N. Sioux City, SD 57049
(605) 232-2000
_______________
Copy to:
Barry L. Dastin, Esq.
Kaye, Scholer, Fierman, Hays & Handler, LLP
1999 Avenue of the Stars, 16th Floor
Los Angeles, CA 90067
(310) 788-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
JULY 22, 1997
(DATE OF EVENT WHICH REQUIRES FILING OF THIS AMENDMENT TO SCHEDULE 14D-1 AND
SCHEDULE 13D)
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Exhibit Index is located on Page 6
Page 1 of 6 Pages
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14D-1 AND 13D
CUSIP No. 00 7948102
- --------------------------------------------------------------------------------
1. Name of Reporting Persons: Deuce Acquisition Corporation
S.S. or I.R.S. Identification Nos. of Above Persons
95-4639816
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
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, U.S.A.
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person*
12,361,608
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
97.56
- --------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
CO
Page 2 of 6 Pages
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14D-1 AND 13D
CUSIP No. 00 7948102
- --------------------------------------------------------------------------------
1. Name of Reporting Persons: Gateway 2000, Inc.
S.S. or I.R.S. Identification Nos. of Above Persons
42-1249184
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Sources of Funds (See Instructions)
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, U.S.A.
- --------------------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person*
12,361,608
- --------------------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
97.56
- --------------------------------------------------------------------------------
10. Type of Reporting Person (See Instructions)
CO
Page 3 of 6 Pages
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AMENDMENT NO. 2 TO SCHEDULE 14D-1
This Amendment No. 2 (Final Amendment) amends the Tender Offer Statement on
Schedule 14D-1 (as amended previously and hereby, this "Statement") filed by
Deuce Acquisition Corporation, a Delaware corporation ("Purchaser") and wholly-
owned subsidiary of Gateway 2000, Inc., a Delaware corporation ("Parent"), with
the Securities and Exchange Commission on June 24, 1997, as amended by Amendment
No. 1 filed on June 27, 1997, relating to the tender offer by Purchaser to
purchase all of the issued and outstanding shares of common stock, par value
$.01 per share (the "Shares"), of Advanced Logic Research, Inc., a Delaware
corporation (the "Company"), at a price of $15.50 per Share, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated June 24, 1997, and related Letter of Transmittal (which together
constitute the "Offer"), copies of which have been filed as Exhibits (a)(1) and
(a)(2), respectively, to this Statement.
In accordance with General Instruction F to Schedule 14D-1, this Amendment
No. 2 also constitutes a statement on Schedule 13D with respect to the
acquisition by Purchaser of the Shares as more fully described below.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
- ------- ----------------------------------------------
Item 6 is hereby supplemented and amended by adding at the end thereof the
following:
The Offer expired at 12:00 Midnight, New York City Time, on Tuesday, July
22, 1997. Based on information provided by First Chicago Trust Company of New
York, the depositary for the Offer, as of 12:00 Midnight, New York City time, on
Tuesday, July 22, 1997, a total of 12,361,608 Shares (including approximately
304,924 Shares subject to notices of guarantee of delivery) were validly
tendered and not properly withdrawn pursuant to the Offer, and were accepted for
payment by Purchaser. These Shares represent approximately 97.56% of the
12,671,338 Shares outstanding.
The consummation of the Offer was publicly announced in a press release on
July 23, 1997, a copy of which is attached as Exhibit (a)(10).
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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Item 11 is amended by the addition of the following Exhibit thereto:
(a)(10) Press Release, dated July 23, 1997
Page 4 of 6 Pages
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SIGNATURE
---------
After due and reasonable 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.
July 22, 1997
GATEWAY 2000, INC.,
a Delaware corporation
By: /s/ WILLIAM M. ELLIOTT
--------------------------------------
Name: William M. Elliott
Title: Senior Vice President
DEUCE ACQUISITION CORPORATION,
a Delaware corporation
By: /s/ STEPHEN P. JOHNS
----------------------
Name: Stephen P. Johns
Title: President
Page 5 of 6 Pages
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PAGE NO. IN SEQUENTIALLY
EXHIBIT NO. TITLE NUMBERED SCHEDULE
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<C> <S> <C>
(a)(10) Press Release, dated July 23, 1997 6
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Page 6 of 6 Pages
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FOR IMMEDIATE RELEASE
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GATEWAY 2000 ANNOUNCES COMPLETION OF TENDER OFFER
FOR ADVANCED LOGIC RESEARCH, INC.
NORTH SIOUX CITY, SD - July 23, 1997 - Gateway 2000, Inc. (NYSE:GTW), today
announced that approximately 95% of the outstanding shares of Advanced Logic
Research, Inc. (Nasdaq:AAL), were tendered for $15.50 per share in cash in
response to Gateway's tender offer which closed at 12:00 midnight, EST on July
22, 1997. The tendered shares (which include shares subject to guarantees of
delivery or receipt of additional documentation) have been purchased in
accordance with the terms of the offer and, accordingly, ALR has become a
Gateway subsidiary.
Gateway will proceed with the necessary steps to complete the acquisition
of the remaining shares of ALR through a short-term merger. The merger is
expected to be completed by the end of the month. Pursuant to the merger, any
shares of ALR common stock not tendered and purchased pursuant to the tender
offer will be converted into the right to receive $15.50 per share in cash
(except in the case of any dissenting shares as to which appraisal rights are
perfected).
"We are very pleased with the results of the tender offer and are moving
very quickly to integrate the two companies," said Ted Waitt, Chairman and Chief
Executive Officer of Gateway 2000. "The combination brings Gateway established
expertise in servers - a key component of our strategy to increase our offerings
to corporate clients and increase our share in this important market segment.
ALR will be in a unique position to take advantage of the combined
organization's increased purchasing power and leverage Gateway's capabilities in
the desktop and portable area."
ALR will operate as a wholly-owned subsidiary of Gateway and will continue
to market products under the ALR brand through established channels.
-more-
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ABOUT ALR
Advanced Logic Research, Inc., an industry leader in the design and
manufacture of high-performance computer systems, engineered the industry's
first four-way and six-way SMP server systems featuring Intel Pentium Pro
technology. Developed in response to the changing role of the PC server in
today's corporate computing environment, these products form the cornerstone of
ALR's award-winning portfolio of advanced multi-processor servers, computer
workstations, and desktop PCs. Founded in 1984 and headquartered in Irvine,
California, ALR serves its worldwide markets through export sales from the U.S.
and its subsidiaries located in Singapore, Germany, and the United Kingdom. For
further information, visit ALR at http://www.ALR.com or call 1-800-444-4ALR.
ABOUT GATEWAY
Gateway (NYSE:GTW), a Fortune 500 company founded in 1985, is a leading
global manufacturer and direct marketer of PC products. The company,
headquartered in North Sioux City, South Dakota, has manufacturing facilities in
the United States, Ireland and Malaysia and employs over 10,000 people
worldwide. Gateway products and services consistently win top awards from
leading industry publications. For further information, visit Gateway at
http://www.gw2k.com.
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Contact: Angela Peacock, Gateway 2000, Inc., 605/232-1686
