<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
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)
MARCH 1, 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/
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 984151 10 0 PAGE 2 OF 7 PAGES
- --------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
Zeus Acquisition Corp.
1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pending
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
2 (b) / /
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEM 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
---------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 4,943,705 shares of Common Stock (right to acquire)
OWNED BY ---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON WITH 0
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
4,943,705 shares of Common Stock (right to acquire)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
4,943,705 shares of Common Stock (right to acquire)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* / /
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
11.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP NO. 984151 10 0 PAGE 3 OF 7 PAGES
- --------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
Alcatel Data Networks, S.A.
1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not applicable
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
2 (b) / /
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEM 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
France
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
---------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 2,814,244 shares of Common Stock
OWNED BY ---------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON WITH 0
---------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,814,244 shares of Common Stock
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,814,244 shares of Common Stock
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* / /
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.6%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
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SCHEDULE 13D
CUSIP NO. 984151 10 0 PAGE 4 OF 7 PAGES
- --------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
Alcatel
1
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not applicable
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
2 (b) / /
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEM 2(D) OR 2(E) / /
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
France
- --------------------------------------------------------------------------------
SHARED VOTING POWER
7
0
NUMBER OF ---------------------------------------------------------------
SHARES SOLE VOTING POWER
8 7,757,949 shares of Common Stock (including 4,943,705
BENEFICIALLY shares that Alcatel has the right to acquire)
OWNED BY ---------------------------------------------------------------
EACH SHARED DISPOSITIVE POWER
REPORTING 9
PERSON WITH 0
---------------------------------------------------------------
SOLE DISPOSITIVE POWER
10 7,757,949 shares of Common Stock (including 4,943,705
shares that Alcatel has the right to acquire)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,757,949 shares of Common Stock (including 4,943,705 shares that
Alcatel has the right to acquire)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* / /
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.3%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
<PAGE> 5
PAGE 5 OF 7 PAGES
ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $0.001 per share
(including the associated Preferred Share Purchase Rights), of Xylan
Corporation, a California corporation (the "Company"), whose principal executive
offices are located at 26707 West Agoura Road, Calabasas, California 91302.
Capitalized terms used herein shall have the meanings ascribed to them in the
Offer to Purchase, dated March 8, 1999 (the "Offer to Purchase"), filed with the
Securities and Exchange Commission by Alcatel and Zeus Acquisition Corp., which
is annexed hereto as Exhibit 1.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) and (f) This Statement is being filed by Alcatel, a French
corporation ("Parent" or "Alcatel"), Alcatel Data Networks, S.A., a French
corporation and a subsidiary of Parent ("ADN"), and Zeus Acquisition Corp., a
California corporation and a wholly-owned indirect subsidiary of Parent
("Purchaser"). The information concerning the name, state or other place of
organization, principal business, address of the principal business and address
of the principal office of each of Purchaser and Parent and the name, residence
or business address, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted and citizenship of each of the executive officers
and directors of Purchaser and Parent is set forth in the Introduction, Section
8 ("Certain Information Concerning Purchaser and Parent") and Schedule I of the
Offer to Purchase and is incorporated herein by reference. ADN's principal
business address is 1-3 avenue Jeanne Braconier 92360 Meudon la Foret, France.
The directors and executive officers of ADN are as follows:
Olivier Baujard, Chairman and Chief Executive Officer. Joined Alcatel
in 1988; has been President of the Enterprise & Data Division (EDD) of
Alcatel, located at 32 avenue Kleber 92707 Colombes (France) since October 1997;
was previously joint President of the Switching Systems Division of Alcatel.
Olivier Calemard, director. Joined Alcatel in 1969. Since January 1996,
he has been Chief Financial Officer of Alcatel CIT, a subsidiary of Alcatel
located at 10 rue Latecoere 78141 Velizy-Villacoublay (France), of which he was
previously Chief Controller (since 1991).
Guy Sieger, director. Joined Alcatel in 1985. Since May 1996, he has
been Chief Financial Officer of Alcatel Business Systems (ABS), a subsidiary of
Alcatel located at 52 avenue Jean Jaures 92707 Colombes (France). Was previously
Chief Financial Officer of ADN from January 1993 to October 1995, and Director,
Management Control, of ABS until May 1996.
Daniel Kolski, Vice President, Carrier Data Business of Alcatel since
January 1999. He joined Alcatel in 1985 and was vice-president, product
marketing of ADN since July 1993.
(d) and (e) During the last five years, none of Purchaser, ADN or
Parent and, to the best knowledge of Purchaser, ADN and Parent, none of the
persons listed in Schedule I of the Offer to Purchase and none of the executive
officers or directors of ADN has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject
to, federal or state securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in Section 9 ("Financing of the Offer and the
Merger") of the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(g) and (j) The information set forth in the Introduction, Section
10 ("Background of the Offer; Contacts with the Company; the Merger Agreement;
Shareholder Agreements; Stock Option Agreement; Employment Agreement") and
Section 11 ("Purpose of the Offer; Plans for the Company After the Offer and the
Merger; Other Matters") of the Offer to Purchase is incorporated herein by
reference.
(h) and (i) The information set forth in Section 10 ("Background of the
Offer; Contacts with the Company; the Merger Agreement; Shareholder Agreements;
Stock Option Agreement; Employment Agreement") and Section 13 ("Effect of the
Offer on the Market for the Shares, Exchange Listing and Exchange Act
Registration") of the Offer to Purchase is incorporated herein by reference.
<PAGE> 6
PAGE 6 OF 7 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(c) The information set forth in the Introduction, Section 8
("Certain Information Concerning Purchaser and Parent") and Section 10
("Background of the Offer; Contacts with the Company; the Merger Agreement;
Shareholder Agreements; Stock Option Agreement; Employment Agreement") of the
Offer to Purchase is incorporated herein by reference. Purchaser is a
wholly-owned subsidiary of Alcatel USA, Inc. ("Alcatel USA"), which is a
50%-owned subsidiary of each of Parent and Alcatel USA Holdings, Inc. ("Alcatel
USA Holdings"), which is a wholly-owned subsidiary of Parent. Each of Alcatel
USA and Alcatel USA Holdings is thus deemed to benefically own the 4,943,705
Shares (as to which each has the right to acquire) beneficially owned by
Purchaser and to have shared voting and dispositive power with respect to such
Shares.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth in the Introduction, Section 8 ("Certain
Information Concerning Purchaser and Parent") and Section 10 ("Background of the
Offer; Contacts with the Company; the Merger Agreement; Shareholder Agreements;
Stock Option Agreement; Employment Agreement") of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Offer to Purchase dated March 8, 1999 (incorporated herein by
reference to Exhibit (a)(1) to the Tender Offer Statement on
Schedule 14D-1 filed by Parent and Purchaser on March 8,
1999)
Exhibit 2 Agreement and Plan of Merger, dated as of March 1, 1999, by
and among Parent, Purchaser and the Company (incorporated
herein by reference to Exhibit (c)(1) to the Tender Offer
Statement on Schedule 14D-1 filed by Parent and Purchaser on
March 8, 1999)
Exhibit 3 Shareholder Agreement, dated as of March 1, 1999, by and among
Parent, Purchaser, Steven Y. Kim, Steve Y. Kim Living Trust
and Kim Irrevocable Children's Trust (incorporated herein by
reference to Exhibit (c)(2) to the Tender Offer Statement on
Schedule 14D-1 filed by Parent and Purchaser on March 8,
1999)
Exhibit 4 Shareholder Agreement, dated as of March 1, 1999, by and among
Parent, Purchaser, Yuri Pikover, Pikover 1995 Irrevocable
Trust, Pikover Trust and Pikover Irrevocable Children's Trust
(incorporated herein by reference to Exhibit (c)(3) to the
Tender Offer Statement on Schedule 14D-1 filed by Parent and
Purchaser on March 8, 1999)
Exhibit 5 Shareholder Agreement, dated as of March 1, 1999, by and among
Parent, Purchaser and John Walecka (incorporated herein by
reference to Exhibit (c)(4) to the Tender Offer Statement on
Schedule 14D-1 filed by Parent and Purchaser on March 8,
1999)
Exhibit 6 Stock Option Agreement, dated March 1, 1999, by and among
Parent, Purchaser and the Company (incorporated herein by
reference to Exhibit (c)(5) to the Tender Offer Statement on
Schedule 14D-1 filed by Parent and Purchaser on March 8,
1999)
Exhibit 7 Agreement as to Joint Filing of Schedule 13D among Parent, ADN
and Purchaser
<PAGE> 7
PAGE 7 OF 7 PAGES
SIGNATURE
After 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.
Dated: March 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
<PAGE> 8
EXHIBIT INDEX
Exhibit 1 Offer to Purchase dated March 8, 1999 (incorporated herein by
reference to Exhibit (a)(1) to the Tender Offer Statement on
Schedule 14D-1 filed by Parent and Purchaser on March 8,
1999)
Exhibit 2 Agreement and Plan of Merger, dated as of March 1, 1999, by
and among Parent, Purchaser and the Company (incorporated
herein by reference to Exhibit (c)(1) to the Tender Offer
Statement on Schedule 14D-1 filed by Parent and Purchaser on
March 8, 1999)(c)(1)
Exhibit 3 Shareholder Agreement, dated as of March 1, 1999, by and among
Parent, Purchaser, Steven Y. Kim, Steve Y. Kim Living Trust
and Kim Irrevocable Children's Trust (incorporated herein by
reference to Exhibit (c)(2) to the Tender Offer Statement on
Schedule 14D-1 filed by Parent and Purchaser on March 8,
1999)
Exhibit 4 Shareholder Agreement, dated as of March 1, 1999, by and among
Parent, Purchaser, Yuri Pikover, Pikover 1995 Irrevocable
Trust, Pikover Trust and Pikover Irrevocable Children's Trust
(incorporated herein by reference to Exhibit (c)(3) to the
Tender Offer Statement on Schedule 14D-1 filed by Parent and
Purchaser on March 8, 1999)
Exhibit 5 Shareholder Agreement, dated as of March 1, 1999, by and among
Parent, Purchaser and John Walecka (incorporated herein by
reference to Exhibit (c)(4) to the Tender Offer Statement on
Schedule 14D-1 filed by Parent and Purchaser on March 8,
1999)
Exhibit 6 Stock Option Agreement, dated March 1, 1999, by and among
Parent, Purchaser and the Company (incorporated herein by
reference to Exhibit (c)(5) to the Tender Offer Statement on
Schedule 14D-1 filed by Parent and Purchaser on March 8,
1999)
Exhibit 7 Agreement as to Joint Filing of Schedule 13D among Parent,
ADN and Purchaser
<PAGE> 1
EXHIBIT 7
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
Each of the undersigned hereby affirms that it is individually eligible to use
Schedule 13D and agrees that this Schedule 13D is filed on its behalf.
Dated: March 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
