<PAGE>
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
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)
JUNE 27, 1997
(DATE OF EVENT WHICH REQUIRES FILING OF THIS AMENDMENT TO SCHEDULE 14D-1 AND
SCHEDULE 13D)
- -------------------------------------------------------------------------------
Exhibit Index is located on Page 4
Page 1 of 4 Pages
<PAGE>
ITEM 10. ADDITIONAL INFORMATION.
- -------- ----------------------
Items 10(b) and (c) are amended by the addition of the information set
forth in the Press Release, dated June 30, 1997, a copy of which is attached
hereto as Exhibit (a)(9), which information is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
- -------- --------------------------------
Item 11 is amended by the addition of the following Exhibit thereto:
(a)(9) Press Release, dated June 30, 1997
Page 2 of 4 Pages
<PAGE>
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 1, 1997
GATEWAY 2000, INC.,
a Delaware corporation
By: /s/ William M. Elliott
-----------------------------------------
Name: William M. Elliott
Title: Senior Vice President, General
Counsel and Corporate Secretary
DEUCE ACQUISITION CORPORATION,
a Delaware corporation
By: /s/ Stephen P. Johns
-----------------------------------------
Name: Stephen P. Johns
Title: President
Page 3 of 4 Pages
<PAGE>
<TABLE>
<CAPTION>
PAGE NO. IN SEQUENTIALLY
EXHIBIT NO. TITLE NUMBERED SCHEDULE
- ----------- ----- -----------------
<S> <C> <C>
(a)(9) Press Release, dated June 30, 1997
</TABLE>
Page 4 of 4 Pages
<PAGE>
FOR IMMEDIATE RELEASE
- ---------------------
GATEWAY 2000, INC. ANNOUNCES TERMINATION OF HART-SCOTT WAITING PERIOD
NORTH SIOUX CITY, S.D., June 30, 1997 -- Gateway 2000, Inc. (NYSE: GTW) today
announced the early termination of the waiting period required by the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to its
cash tender offer for all outstanding shares of common stock of Advanced Logic
Research, Inc. (ALR) at $15.50 per share. The waiting period was terminated by
the Federal Trade Commission and the Department of Justice on June 27, 1997.
The offer is scheduled to expire at 12:00 midnight, EDT, on Tuesday, July
22, 1997, unless extended. The offer is conditioned upon, among other things,
there being validly tendered and not withdrawn prior to the expiration of the
offer, at least a majority of the shares outstanding of ALR on a fully diluted
basis, as well as certain other terms and conditions.
The Board of Directors of ALR has approved the definitive agreement and
unanimously recommended that stockholders accept the offer and tender their
shares pursuant to the offer.
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 multiprocessor 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. ALR
Inc.'s common stock is traded on NASDAQ under the symbol "AALR". 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.
CONTACTS:
Angela Peacock, Gateway 2000, Inc., 605/232-1686
Vic Sial, Advanced Logic Research, Inc., 714/581-6770
