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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
____________________
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)
____________________
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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TENDER OFFER
This Statement constitutes Amendment No. 4 to the Tender Offer Statement
on Schedule 14D-1 originally filed with the Commission on March 13, 1998 (the
"Schedule 14D-1"), as amended by Amendment Nos. 1, 2 and 3 filed with the
Commission on March 26, 1998, March 31, 1998, and April 3, 1998, respectively,
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"), and 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 Schedule 14D-1 is hereby supplemented and/or amended as provided
below:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)-(b) The Offer expired pursuant to its terms at Midnight, New York City
time, on Thursday, April 9, 1998. Based on preliminary information provided by
the Depositary, a total of 6,596,224 Shares (including 98,946 Shares subject to
guarantees of delivery or receipt of additional documentation), representing
approximately 91.8% of the outstanding Shares, were validly tendered and not
withdrawn pursuant to the Offer. The Purchaser has accepted all Shares so
tendered for payment pursuant to the terms of the Offer.
The Purchaser intends to file a final amendment to the Schedule 14D-1 when
it has completed its review of the documents submitted to the Depositary
pursuant to the Offer and the final results of the Offer are known.
In accordance with the requirements of the Merger Agreement, following its
purchase of the tendered Shares the Purchaser intends to merge with and into
the Company. In the Merger, each issued and outstanding Share (other than
those owned by Parent, the Purchaser or any other wholly owned subsidiary of
Parent, any Shares held in the treasury of the Company and Shares with respect
to which appraisal rights have been demanded and perfected in accordance with
applicable Delaware law) will be converted into and represent the right to
receive $11.00 in cash. Based on the preliminary results provided by the
Depositary, the Purchaser will be able to complete the Merger pursuant to the
"short-form" merger procedure permitted under Delaware law if the Purchaser
owns 90% or more of the outstanding Shares. If the short-term merger procedure
is available, the Purchaser expects to complete the Merger within the next
several business days.
ITEM 10. ADDITIONAL INFORMATION.
(f) On April 10, 1998, Parent issued a press release announcing the
results of the Offer, a copy of which has been filed as Exhibit (a)(12) to this
Amendment No. 4 and is incorporated herein by reference in its entirety.
Page 2 of 6
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ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(12) Press Release issued by Parent, dated April 10, 1998.
Page 3 of 6
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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: April 10, 1998
BD ACQUISITION CORP.
By: /S/ OLE J. FREDRIKSEN
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Name: Ole J. Fredriksen
Title: President
Page 4 of 6
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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: April 10, 1998
ASK asa
By:/S/ OLE J. FREDRIKSEN
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Name: Ole J. Fredriksen
Title: President and Chief Executive
Officer
Page 5 of 6
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------- -------
(a)(12) Press Release issued by Parent, dated April 10, 1998.
Page 6 of 6
Exhibit (a)(12)
FREDRIKSTAD, NORWAY, April 10, 1998 -- ASK asa today announced that its
tender offer for all of the outstanding stock of Proxima Corporation
(NASDAQ: PRXM) expired pursuant to its terms at 12:00 Midnight, New York
City time, on April 9, 1998. ASK reported that based on preliminary
information provided by the depositary, approximately 6,596,224 shares (or
approximately 91.8% of the total shares outstanding) were validly tendered
and not withdrawn pursuant to the offer (including 98,946 shares subject to
guarantees of delivery) and that ASK has accepted all of those shares for
payment. ASK believes that there are approximately 589,922 additional
shares outstanding which are not owned by ASK or by Proxima as treasury
stock.
The tender offer was made pursuant to a merger agreement between ASK and
Proxima. In accordance with the requirements of the merger agreement,
following the purchase of the tendered shares ASK will merge a subsidiary
of ASK with and into Proxima, and all shares of Proxima not tendered and
purchased pursuant to the offer or otherwise owned by ASK (other than
shares owned by Proxima stockholders who properly perfect appraisal rights
under Delaware law) will be converted into the right to receive $11.00 per
share in cash. Based on the preliminary results provided by the
depositary, ASK will be able to complete the merger pursuant to the "short-
form" merger procedure permitted under Delaware law. If the short-form
merger procedure is available, the Purchaser expects to complete the merger
within the next several business days.
