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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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PROXIMA CORPORATION
(NAME OF SUBJECT COMPANY)
BD ACQUISITION CORP.
ASK ASA
(BIDDERS)
COMMON STOCK, PAR VALUE $.001
(TITLE OF CLASS OF SECURITIES)
744287103
(CUSIP NUMBER OF CLASS OF SECURITIES)
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OLE J. FREDRIKSEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ASK ASA
K.G. MELDAHLSVEI 9
N-1602 FREDRIKSTAD
NORWAY
(47 69) 34 0155
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
JOHN A. HEALY, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 originally filed with the Commission on March 13, 1998 (the
"Schedule 14D-1"), by BD Acquisition Corp. (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of ASK asa, a corporation organized
under the laws of the Kingdom of Norway ("Parent"), relating to the tender
offer of the Purchaser to purchase all of the outstanding shares (the "Shares")
of common stock, par value $.001 per share (the "Common Stock"), of Proxima
Corporation, a Delaware corporation, at a purchase price of $11.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated March 13, 1998 (the
"Offer to Purchase"), and in the related Letter of Transmittal (which, together
with any supplements or amendments, collectively constitute the "Offer").
Unless the context otherwise requires, capitalized terms used but not defined
herein have the meanings ascribed to them in the Schedule 14D-1 and the Offer
to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
(c) On March 25, 1998, Parent received notice from the Federal Trade
Commission and the Antitrust Division of the Department of Justice of early
termination of the waiting period under the HSR Act applicable to the purchase
of Shares pursuant to the Offer. Accordingly, the condition to the Offer that
any waiting periods under the HSR Act shall have expired or terminated has been
satisfied. On March 26, 1998, Parent issued a press release announcing the
early termination of the waiting period under the HSR Act, a copy of which has
been filed as Exhibit (a)(11) to this Amendment No. 1 and is incorporated
herein by reference in its entirety.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(11) Text of press release issued by Parent on March 26, 1998.
Page 2 of 4
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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.
Date: March 26, 1998
BD ACQUISITION CORP.
By: /S/OLE J. FREDRIKSEN
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Name: Ole J. Fredriksen
Title: President
ASK asa
By: /S/ OLE J. FREDRIKSEN
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Name: Ole J. Fredriksen
Title: President and Chief
Executive Officer
Page 3 of 4
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INDEX TO EXHIBITS
EXHIBIT
EXHIBIT
NUMBER
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(a)(11) Press Release issued by Parent, dated March 26, 1998.
Page 4 of 4
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EXHIBIT (A)(11)
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ASK asa
Contact: Ole J. Fredriksen
President and Chief Executive Officer
Telephone: (47 69) 34 0155
FOR IMMEDIATE RELEASE
Fredrikstad, Norway, March 26, 1998 - ASK asa, which on March 13, 1998
announced a tender offer at $11.00 per share for all the common stock of
Proxima Corporation, reported that it has received notice from the Federal
Trade Commission and the Antitrust Division of the Department of Justice of
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act applicable to ASK's proposed acquisition of Proxima
Corporation.
