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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. 2)
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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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This Amendment No. 2 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.
The Offer to Purchase, which is filed as Exhibit (a)(1) to the Schedule
14D-1, is hereby supplemented and/or amended as provided below.
The penultimate sentence of the second full paragraph under Section 7.
"--Certain Information Concerning the Company--Other Financial Information" of
the Offer to Purchase is replaced with the following:
"None of Parent or the Purchaser assumes any responsibility for the
validity, reasonableness, accuracy or completeness of the projections
and the Company has made no representation to the Purchaser or Parent
regarding this information."
The sixth paragraph under Section 8. "--Certain Information Concerning
the Purchaser and Parent" of the Offer to Purchase is amended by
adding immediately after the sixth sentence of such sixth paragraph the
following:
"The Commission maintains an Internet site, at http://www.sec.gov, that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission."
The second sentence under Section 11. "--Purpose of the Offer; Merger
Agreement; Plans for the Company--Option Agreement" of the Offer to Purchase is
replaced with the following:
"This summary is qualified in its entirety by reference to the Option
Agreement, which is incorporated herein by reference and a copy of which
has been filed with the Commission as exhibit (c)(3) to the Schedule
14D-1."
Clause (iii) of the first paragraph under Section 14. "--Certain Conditions
of the Offer" of the Offer to Purchase is replaced with the following:
"(iii) at any time on or after March 8, 1998 and before the Expiration
Date, any of the following events shall have occurred and remain in
effect:".
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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 31, 1998
BD ACQUISITION CORP.
By:/S/ OLE J. FREDRIKSEN
Name: Ole J. Fredriksen
Title: President
ASK asa
By: /S/ OLE J. FREDRIKSEN
Name: Ole J. Fredriksen
Title: President and Chief Executive Officer
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