<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 (FINAL AMENDMENT))
XYLAN CORPORATION
(NAME OF SUBJECT COMPANY)
ALCATEL
ZEUS ACQUISITION CORP.
(BIDDERS)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
984151 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
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 ON BEHALF OF THE BIDDERS)
COPY TO
STANLEY KOMAROFF, ESQ.
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 969-3000
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SCHEDULE 14D-1
CUSIP NO. 984151 10 0 PAGE 2 OF 3 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Zeus Acquisition Corp.
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
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(e) OR 2(f) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,130,313 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 92%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
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SCHEDULE 14D-1
CUSIP NO. 984151 10 0 PAGE 3 OF 3 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Alcatel
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
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(e) OR 2(f) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,944,557 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 98%
- --------------------------------------------------------------------------------
10 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
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This Amendment No. 2 (Final Amendment) to the Tender Offer Statement on
Schedule 14D-1 (the "Statement") relates to the offer by Zeus Acquisition Corp.,
a corporation organized and existing under the laws of the State of California
("Purchaser") and a wholly-owned indirect subsidiary of Alcatel, a corporation
organized and existing under the laws of France ("Parent"), to purchase all of
the outstanding shares of common stock, par value $0.001 per share (including
the associated Preferred Share Purchase Rights) (collectively, the "Shares"), of
Xylan Corporation, a corporation organized and existing under the laws of the
State of California (the "Company"), at a price of $37.00 per Share, net to the
seller in cash (subject to applicable withholding of taxes), without interest,
upon the terms and subject to the conditions set forth in Purchaser's Offer to
Purchase, dated March 8, 1999 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"), copies of which were filed with
the Statement as Exhibits (a)(1) and (a)(2), respectively.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding thereto the
following:
At 12:00 midnight, New York City time, on Friday, April 2, 1999, the
Offer expired. Based on a preliminary count, 42,130,313 Shares were tendered in
the Offer, including 3,163,053 Shares tendered subject to guaranteed delivery
procedures. On April 5, 1999, subject to the terms of the Offer, Purchaser
accepted for payment all of the Shares validly tendered and not withdrawn prior
to the expiration of the Offer, which, together with 2,814,244 Shares owned by a
subsidiary of Alcatel, represented approximately 98% of the Shares represented
by the Company to be outstanding as of April 1, 1999. A copy of the press
release issued by Parent on April 5, 1999 announcing the expiration of the Offer
and the acceptance of the validly tendered Shares is attached hereto as Exhibit
(a)(10) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 (b)-(c) is hereby amended and supplemented by adding thereto
the following:
On March 30, 1999, the Federal Cartel Office of Germany notified Parent
of its clearance decision regarding the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) Press release issued on April 5, 1999
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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.
ALCATEL
By: /s/ Serge Tchuruk
-----------------------------------
Name: Serge Tchuruk
Title: Chairman and Chief Executive
Officer
ZEUS ACQUISITION CORP.
By: /s/ Olivier Houssin
-----------------------------------
Name: Olivier Houssin
April 5, 1999 Title: Chairman
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EXHIBIT INDEX
Exhibit No.
(a)(10) Press release issued on April 5, 1999
<PAGE> 1
Alcatel completes tender offer for Xylan Corporation
Paris, France - April 5, 1999 - Alcatel (NYSE:ALA) today announced that it has
successfully completed its tender offer to purchase all of the outstanding
shares of Xylan Corporation (NASDAQ: XYLN) for $37.00 per share. The tender
offer expired at 12:00 midnight, New York City time, on Friday, April 2, 1999.
Based on a preliminary count, approximately 97% of the outstanding shares of
Xylan (together with shares already owned by Alcatel) were tendered. Alcatel has
accepted for purchase all of these shares. Payment for shares accepted for
purchase in the tender offer will be made within five business days.
Alcatel expects to merge Xylan with a subsidiary of Alcatel by the end of April.
As a result of the merger, the shares of Xylan that were not tendered in the
tender offer will be converted into the right to receive $37.00 per share in
cash and Xylan will become a wholly-owned indirect subsidiary of Alcatel.
In addition, Alcatel has also recently finalized its acquisition of Assured
Access Technology, Inc. On March 4, Alcatel announced it would acquire all of
Assured Access Technology's outstanding capital and employee stock options in a
cash transaction of a total value of $350 million.
About Alcatel
Alcatel builds next generation networks, delivering integrated end-to-end voice
and data communications solutions to established and new carriers, as well as
enterprises and consumers worldwide. With 120,000 employees and sales of EURO
21.3 billion ($25.0 billion), Alcatel operates in more than 130 countries. You
can visit Alcatel on the web at www.alcatel.com.
CONTACTS
PRESS RELATIONS
Christophe Lachnitt
Tel: +33 (0)1 40 76 12 19
[email protected]
INVESTOR RELATIONS
Charlotte Laurent-Ottomane
Tel: +33 (0)1 40 76 13 30
[email protected]
