==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 14D-1/A
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
(Final Amendment)
NetWorth, Inc.
(Name of Subject Company)
Compaq-Dallas, Inc.
(Bidder)
a direct wholly owned subsidiary of
Compaq Computer Corporation
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
64122110
(CUSIP Number of Class of Securities)
Wilson D. Fargo
Senior Vice President, General
Counsel and Secretary
Compaq Computer Corporation
20555 SH 249
P.O. Box 692000
Houston, TX 77070
Telephone: (713) 514-1463
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies to:
Christopher Mayer
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
==============================================================================
CUSIP NO. 64122110
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Compaq Computer Corporation
76-0011617
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, 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
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,232,236 shares of common stock
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 90.8 percent of outstanding shares
of common stock
10 TYPE OF REPORTING PERSON*
HC, CO
CUSIP NO. 64122110
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Compaq-Dallas, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK 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
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,232,236 shares of common stock
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES* [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 90.8 percent of outstanding shares
of common stock
10 TYPE OF REPORTING PERSON*
CO
This amends and supplements the Tender Offer Statement on Schedule
14D-1 of Compaq-Dallas, Inc., a Delaware corporation ("Purchaser") and a
wholly-owned subsidiary of Compaq Computer Corporation, a Delaware
corporation ("Parent"), filed by Purchaser and Parent with the Securities
and Exchange Commission (the "Commission") on November 9, 1995 (the
"Schedule 14D-1"), as the Schedule 14D-1 was amended by Amendment No. 1
filed on November 28, 1995 in connection with the offer by Purchaser for
all outstanding shares of Common Stock, $.01 par value, of NetWorth, Inc.,
a Delaware corporation (the "Company"). Unless otherwise indicated, all
capitalized terms used herein shall have the same meaning as set forth in
the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company
(a) and (b). Item 6 is hereby amended and supplemented by adding
to the end thereof the following:
The Offer expired at 12:00 Midnight, New York City time, on Friday,
December 8, 1995. According to a preliminary count by the
Depositary as of Midnight New York City time, on Friday, December
8, 1995, there were validly tendered pursuant to the Offer
7,232,236 Shares (including 319,449 Shares subject to guarantees of
or receipt of additional documentation) which represents
approximately 90.8% of the Shares currently outstanding. Pursuant to
the Offer, Purchaser accepted for payment all such Shares validly
tendered according to the terms of the Offer.
Item 11.Material to be Filed as Exhibits
Item 11 is hereby amended to add the following exhibit:
(a)(8) Press release issued by Parent on December 11, 1995
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.
Dated: December 11, 1995
Compaq-Dallas, Inc.
By /s/ David J. Schempf
-----------------------------
David J. Schempf
Vice President & Treasurer
Compaq Computer Corporation
By /s/ David J. Schempf
-----------------------------
David J. Schempf
Vice President, Corporate
Finance, Corporate Controller
& Treasurer
News Release
Compaq Computer Corporation P.O. Box 692000
Public Relations Department Houston, Texas 77269-2000
Tel 713-514-0484 Fax 713-514-4583
FOR IMMEDIATE RELEASE
Compaq Announces Successful Tender Offer for
NetWorth Acquisition
HOUSTON, December 11, 1995 - Compaq Computer Corporation (NYSE: CPQ)
announced today that 7,232,236 shares, or approximately 91 percent of the
outstanding shares of NetWorth, Inc. (NASDAQ: NWTH), were tendered for
$42.00 per share in cash in response to its tender offer which closed on
December 8, 1995, based upon a preliminary count by Citibank, N.A., the
depositary. "We are very pleased with the large number of shares tendered
and look forward to integrating NetWorth into our business," said Gary
Stimac, senior vice president and general manager, Compaq Systems Division.
These shares (which include 319,449 shares subject to guarantees of
delivery or receipt of additional documentation) will be purchased in
accordance with the terms of the offer.
Compaq will merge NetWorth into Compaq-Dallas, Inc., a wholly-owned
subsidiary. The merger is expected to be completed before the end of 1995.
Any shares of NetWorth common stock not tendered and purchased
pursuant to the tender offer or otherwise owned by Compaq will be converted
into the right to receive $42.00 per share in cash.
Founded in 1985 and headquartered in Irving, Texas and San Jose,
California, NetWorth is a leading developer, manufacturer and supplier of
Fast Ethernet hubs, switches and related products. Following the merger,
Compaq will focus on integrating NetWorth into its internetworking products
business. "The acquisition of NetWorth and Thomas-Conrad (which Compaq
purchased on November 17) represents the rapid fulfillment of Compaq's
promise to deliver a complete line of internetworking products. These
acquisitions accelerate the evolution of Compaq from a PC company to a full
service computer company," said Eckhard Pfeiffer, president and chief
executive officer of Compaq Computer Corporation.
Company Background
Compaq Computer Corporation is the world's largest supplier of
personal computers, offering desktop PCs, portable PCs and servers. Founded
in 1982, the Company reported 1994 worldwide sales of $10.9 billion. Compaq
products are sold and supported in more than 100 countries throughout the
world. Compaq also sells directly to customers through Compaq DirectPlus at
1-800-888-5858. Compaq provides 24-hour customer support and can be reached
through the Compaq forums on America Online, CompuServe, Internet
(http://www.compaq.com), and Prodigy, or by calling 1-800-345-1518.
# # #
Compaq is a registered trademark of Compaq Computer Corporation, Registered
U.S. Patent and Trademark Office. Product names mentioned herein may be
trademarks and/or registered trademarks of their respective companies.
For further editorial information, contact:
Compaq Computer Corporation
Mike Berman, Yvonne Donaldson, John Sweney
713-514-0484
Miller/Shandwick Technologies
Donna Ruane
Scott Collins ([email protected])
617-536-0470
