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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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XYLAN CORPORATION
(NAME OF SUBJECT COMPANY)
ALCATEL
ZEUS ACQUISITION CORP.
(BIDDERS)
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COMMON STOCK, PAR VALUE $0.001 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
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984151 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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COPY TO
STANLEY KOMAROFF, ESQ.
PROSKAUER ROSE LLP
1585 BROADWAY
NEW YORK, NEW YORK 10036
(212) 969-3000
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This Amendment No. 1 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. Capitalized terms used
but not otherwise defined herein have the meanings ascribed to such terms in the
Statement.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 (b) - (c) is hereby amended and supplemented by adding thereto
the following:
On March 23, 1999, the 15-day waiting period under the HSR Act expired
without the FTC or the Antitrust Division issuing a second request for
information. A copy of the press release, dated March 24, 1999, issued by Parent
disclosing this information is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.
Item 10 (e) is hereby amended and restated in its entirety to read as
follows:
On March 2, 1999, an action entitled Daniel W. Krasner v. Xylan
Corporation et. al. was filed, on March 5, 1999, an action entitled Jay Gentile
v. Xylan Corporation et. al. was filed, and on March 9, 1999, an action entitled
Marilyn Mandel v. Xylan Corporation et. al. was filed, each in the Superior
Court of the State of California for the County of Los Angeles, in which the
respective plaintiffs named as defendants the Company, the directors of the
Company and Parent. The complaints purport to assert claims on behalf of all
public shareholders of the Company. The complaints allege that Parent and the
members of the Company Board have breached their fiduciary duties to the Company
and that Parent used its relationship with the Company and the Company Board to
force the Company Board to accept an inadequate proposal.
The complaints seek class certification and other equitable and
monetary relief, including enjoining the Offer and the Merger or awarding
damages. Parent and the Company believe that the allegations are without merit
and intend to vigorously contest these actions. There can be no assurance that
the defendants will be successful.
Item 10 (f) is hereby amended as follows:
The first paragraph under Section 14 (Certain Conditions of the Offer)
of the Offer to Purchase is hereby deleted and replaced with the following
paragraph:
Notwithstanding any other provision of the Offer and in addition to
(and not in limitation of) Purchaser's rights to extend and amend the Offer at
any time in its sole discretion (but subject in all cases to the provisions of
the Merger Agreement), Purchaser will not be required to accept for payment or,
subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Exchange Act (relating to Purchaser's obligation to pay for
or return tendered Shares promptly after termination or withdrawal of the
Offer), pay for, and may delay the acceptance for payment of or, subject to the
restriction referred to above, the payment for, any tendered Shares, and may
terminate the Offer or amend the Offer as to any Shares not then paid for, if
(i) any applicable waiting period under the HSR Act, the EC Merger Regulations
or any applicable non-United States laws regulating competition, antitrust,
investment or exchange controls has not expired or terminated prior to the
expiration of the Offer (the "HSR/Foreign Antitrust Condition"), (ii) the
Minimum Condition has not been satisfied or waived (pursuant to the Merger
Agreement) prior to the Expiration Date or (iii) at any time on or after the
date of the Merger Agreement and prior to the Expiration Date any of the
following events occurs or is determined by Purchaser to have occurred (other
than as the result of any action or inaction of Parent or its subsidiaries that
would constitute a material breach of the Merger Agreement (other than the
representations and warranties of Parent and Purchaser)):
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press release issued on March 24, 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
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Name: Serge Tchuruk
Title: Chairman and Chief Executive
Officer
ZEUS ACQUISITION CORP.
By: /s/ Olivier Houssin
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Name: Olivier Houssin
March 24, 1999 Title: Chairman
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EXHIBIT INDEX
Exhibit No.
(a)(9) Press release issued on March 24, 1999
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ALCATEL ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
WAITING PERIOD; TO PROCEED WITH ACQUISITION OF
XYLAN CORPORATION
Paris - March 24, 1999 - Alcatel (NYSE: ALA-News) today announced that
the 15-day waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act has expired, allowing it to proceed with its acquisition of Xylan
Corporation (NASDAQ:XYLN-News).
As previously announced, Alcatel and Xylan are parties to a merger
agreement. Under the terms of the merger agreement, on March 8, 1999, Alcatel
commenced a tender offer to purchase all of the outstanding shares of Xylan for
$37.00 per share. The tender offer is scheduled to expire on April 2, 1999,
unless extended, and is subject to a number of conditions. Following
consummation of the tender offer, the merger agreement provides for the
acquisition by Alcatel of the remaining shares of Xylan in a merger between
Xylan and a subsidiary of 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. For more information, visit Alcatel on
Internet:http://www.alcatel.com.
Xylan has been the fastest growing internetworking company in the history
of the industry, acquiring more than 4,000 customers and growing total revenues
to $348 million in just five years. In each of the last two years, the company
has grown approximately 65%, outstripping the growth of the data networking
market. More information about Xylan and its products is available at
www.xylan.com.
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CONTACT:
Alcatel
PRESS RELATIONS
Jean-Christophe Huertas
Tel: +33(0)1 40 76 11 79
[email protected]
Niall Hickey
Tel: +33 (0)1 40 76 11 56
[email protected]
Amy Morenz
Tel: +1 972 519 51 23
[email protected]
INVESTOR RELATIONS
Claire Pedini
Tel: +33 (0)1 40 76 13 93
[email protected]
Charlotte Laurent-Ottomane
Tel: +33 (0)1 40 76 13 30
[email protected]
Stephane Mermet
Tel: +33 (0)1 40 76 16 04
[email protected]
Michael Haase(US)
Tel: +1 972 519 68 55
[email protected]
