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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
XYLAN CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
(Title of Class of Securities)
984151 10 0
(CUSIP Number)
MICHAEL HAASE
ALCATEL USA
1000 COIT ROAD
PLANO, TEXAS 75075
(972) 519-6855
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 5, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/X/
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SCHEDULE 13D
CUSIP NO. 984151 10 0 PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
Zeus Acquisition Corp.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pending
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 41,821,901 shares of Common Stock
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
41,821,901 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,821,901 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 91%
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP NO. PAGE 3 OF 6 PAGES
1 NAME OF REPORTING PERSON
Alcatel Data Networks, S.A.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Not applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 2,814,244 shares of Common Stock
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,814,244 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,814,244 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 6.1%
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
CUSIP NO. PAGE 4 OF 6 PAGES
1 NAME OF REPORTING PERSON
Alcatel
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Not applicable
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 44,636,145 shares of Common Stock
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
44,636,145 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,636,145 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 97%
14 TYPE OF REPORTING PERSON*
CO
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PAGE 5 OF 6 PAGES
Item 5 of the Schedule 13D, dated March 8, 1999 (the "Statement"),
relating to the common stock, par value $0.001 per share (including the
associated Preferred Share Purchase Rights) (collectively, the "Shares"), of
Xylan Corporation, a California corporation (the "Company"), is hereby amended
by adding thereto the information set forth below. Capitalized terms used but
not otherwise defined herein have the meanings ascribed to such terms in the
Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(c) At 12:00 midnight, New York City time, on Friday, April 2,
1999, the Offer expired. On April 5, 1999, subject to the terms of the Offer,
Purchaser accepted for payment 41,821,901 Shares validly tendered in the Offer
and not withdrawn. As a result, together with the shares owned by Alcately Data
Networks, S.A., Parent is deemed to be the beneficial owner of an aggregate of
44,636,145 Shares, representing approximately 97% of the Shares represented by
the Company to be outstanding as of April 6, 1999, and Purchaser is deemed to be
the beneficial owner of an aggregate of 41,821,901 Shares, representing
approximately 91% of the Shares represented by the Company to be outstanding as
of April 6, 1999. Each of Parent and Purchaser has the shared power to vote and
dispose of such Shares. In addition, each of Alcatel USA and Alcatel USA
Holdings is deemed to be the beneficial owner of the 41,821,901 Shares
beneficially owned by Purchaser and to have shared voting and dispositive power
with respect to such Shares.
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PAGE 6 OF 6 PAGES
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 8, 1999
ALCATEL
By: /s/ Serge Tchuruk
-------------------------------------------
Name: Serge Tchuruk
Title: Chairman and Chief Executive Officer
ALCATEL DATA NETWORKS, S.A.
By: /s/ Olivier Baujard
-------------------------------------------
Name: Olivier Baujard
Title: Chairman and Chief Executive Officer
ZEUS ACQUISITION CORP.
By: /s/ Olivier Houssin
-------------------------------------------
Name: Olivier Houssin
Title: Chairman
