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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ___)(1)
Xylan Corporation
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(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
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(Title of Class of Securities)
984151 10 0
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(CUSIP Number)
Steve Sokol, Esq. Xylan Corporation,
26707 West Agoura Road, Calabasas, CA 91302, (818) 880-3500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 1, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(continued on following pages)
(Page 1 of 9 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 984151 10 0 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STEVE Y. KIM
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE ITEMS 3 AND 4) (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A (SEE ITEMS 3 AND 4)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [ ]
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,007,000**
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,007,000**
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,007,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%*
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14 TYPE OF REPORTING PERSON
IN
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* Calculated based on 42,552,535 shares of the Issuer's Common Stock
outstanding as of March 2, 1999.
** Voting power is shared with Alcatel pursuant to a certain Shareholder
Agreement discussed in Item 4. Does not include 20,000 shares of Common
Stock held by The Kim Blind Trust, as to which Mr. Kim disclaims voting or
investment power and does not include 100,000 shares of Common Stock
issuable upon exercise of options which exercise date will be accelerated
to the date immediately prior to the Effective Time of the Merger.
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SCHEDULE 13D
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CUSIP NO. 984151 10 0 PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
YURI PIKOVER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE ITEMS 2 AND 4) (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A (SEE ITEMS 3 AND 4)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,086,251
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
2,086,251
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,086,251
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%*
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14 TYPE OF REPORTING PERSON*
IN
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* Calculated based on 42,552,535 shares of the Issuer's Common Stock
outstanding as of March 2, 1999.
** Voting power is shared with Alcatel pursuant to a certain Stockholder
Agreement discussed in Item 4. Does not include 15,000 shares of Common
Stock held by The Pikover Blind Trust, as to which Mr. Pikover disclaims
voting or investment power and does not include 50,000 shares of Common
Stock issuable upon exercise of options which exercise date will be
accelerated to the date immediately prior to the Effective Time of the
Merger.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
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CUSIP NO. 984151 10 0 PAGE 4 OF 9 PAGES
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ITEM 1 - SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, par value $0.001 per
share (the "Shares"), of Xylan Corporation ("Xylan" or the "Issuer").
The principal executive offices of the Issuer are located at 26707 West
Agoura Road, Calabasas, California 91302.
ITEM 2 - IDENTITY AND BACKGROUND
This statement is filed by and on behalf of Steve Y. Kim and Yuri
Pikover. Mr. Kim and Mr. Pikover may be collectively referred to herein as the
"Filing Persons," and individually as a "Filing Person."
The Filing Persons may for certain purposes be deemed members of a
"group" as such term is defined in Section 13(d)(3) of the Securities Exchange
Act of 1934 and the Rules and Regulations promulgated thereunder. However, there
are no agreements or understandings that the Filing Persons will act in concert
with respect to all or any of the matters described in Item 4 hereof.
Information with respect to each Filing Person is given solely by the respective
Filing Person, and neither Filing Person has responsibility for the accuracy or
completeness of information supplied by the other Filing Person.
Steve Y. Kim
(a) The name of the person filing this statement is Steve Y. Kim.
(b) The principal business address of Mr. Kim is 26707 W. Agoura Road,
Calabasas, CA 91302.
(c) Mr. Kim is the Chairman of the Board of Directors, Chief Executive
Officer and President of Xylan Corporation, located at 26707 W. Agoura Road,
Calabasas, CA 91302.
(d) During the past five years, Mr. Kim has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Kim was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activity subject to
Federal or State securities laws or finding any violations with respect to such
laws.
(f) Mr. Kim is a citizen of the U.S.A.
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Yuri Pikover
(a) The name of the personal filing this statement is Yuri Pikover.
(b) The principal business address of Mr. Pikover is 26707 W. Agoura
Road, Calabasas, CA 91302.
(c) Mr. Pikover is an Executive Vice President and Director of Xylan
Corporation, located at 26707 W. Agoura Road, Calabasas, CA 91302.
(d) During the past five years, Mr. Pikover has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, Mr. Pikover was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of or prohibiting or mandating activity subject to
Federal or State securities laws or finding any violations with respect to such
laws.
(f) Mr. Pikover is a citizen of the U.S.A.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4 - PURPOSE OF TRANSACTION
On March 1, 1999, Alcatel, a corporation organized and existing under
the laws of France ("Alcatel"), Zeus Acquisition Corp., a California corporation
("Merger Sub"), and the Issuer entered into an Agreement and Plan of Merger (the
"Merger Agreement"), a copy of which is attached hereto as Exhibit A and is
incorporated herein by reference. The Merger Agreement provides for the
commencement of a cash tender offer (which tender offer will be in compliance
with Section 14(d)(1) of the Securities Exchange Act of 1934, as amended, and in
compliance with the rules and regulations promulgated thereunder) to purchase
all outstanding Shares (the "Tender Offer"), 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 Alcatel's
Offer to Purchase, dated March 8, 1999, and in the related Letter of
Transmittal, attached hereto as Exhibit B and C, respectively, and incorporated
herein by reference. The initial scheduled expiration date of the Tender Offer
is April 2, 1999. The Tender Offer is conditioned upon, among other things,
there having been validly tendered and not withdrawn prior to the expiration
date of the Tender Offer at least 90% of the outstanding Shares and is also
subject to other customary closing conditions.
The Merger Agreement provides that, following the purchase of Shares by
Alcatel in the Tender Offer, upon the terms and subject to the conditions
thereof and in accordance with the Corporations Code of the State of California
(the "Corporations Code"), Merger Sub shall be
<PAGE> 6
merged with and into the Issuer (the "Merger"). As a result of the Merger, the
separate corporate existence of Merger Sub shall cease, and the Issuer shall
continue as the surviving corporation of the Merger and shall become a
wholly-owned subsidiary of Alcatel. Upon consummation of the Merger, each issued
and then outstanding Share (other than any Shares held in the treasury of the
Issuer, or owned by Alcatel, Merger Sub or any direct or indirect wholly owned
subsidiary of Alcatel or of the Issuer and any Shares held by Shareholders who
shall have properly perfected their right of appraisal for such Shares in
accordance with Corporations Code) shall be cancelled and shall be converted
automatically into the right to receive the amount paid per Share in the Tender
Offer, in cash, without interest.
On March 1, 1999, concurrently with the execution of the Merger
Agreement, each of Mr. Kim and Mr. Pikover entered into a Shareholder Agreement
with Alcatel and Merger Sub, pursuant to which both Mr. Kim and Mr. Pikover
agreed, among other things, (i) to tender their Shares in the Tender Offer, (ii)
to grant Alcatel an option to purchase their Shares at a purchase price of
$37.00 upon the satisfaction of certain exercise conditions, (iii) to vote their
shares in favor of the proposed Merger of Merger Sub and the Issuer and against
any action or agreement that would impede with or prevent the Merger, (iv) to
grant to Parent and certain of its designees an irrevocable proxy to vote their
Shares in accordance with the foregoing, and (v) not to transfer any of their
Shares prior to termination of the Shareholder Agreements. The Shareholder
Agreements also provide that upon the completion of the Merger each of Messrs.
Kim and Pikover will waive certain rights under their respective Change in
Control Agreements with the Issuer. A copy of the Shareholder Agreements are
attached hereto as Exhibit D and E, respectively, and are incorporated herein by
reference.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The table below sets forth for each of the Filing Persons the
number of Shares beneficially owned through March 2, 1999 and the percentage of
the Shares outstanding which such beneficial ownership represents:
Beneficial Ownership of Steve Y. Kim
<TABLE>
<CAPTION>
Name No. of Shares Percent of Class*
---- ------------- -----------------
<S> <C> <C>
Steve Y. Kim Living Trust 1,957,500 4.6%
The Kim Irrevocable 805,000 1.9%
Children's Trust
Steve Y. Kim - Options
exercisable by May 1, 1999 244,500 .6%
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Total 3,007,000 7.1%
</TABLE>
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Beneficial Ownership of Yuri Pikover
<TABLE>
<CAPTION>
Name No. of Shares Percent of Class*
---- ------------- -----------------
<S> <C> <C>
The Pikover Trust, dated 5/16/96 1,825,000 4.3%
The Pikover Irrevocable
Children's Trust, dated 9/15/95 220,000 0.5%
Pikover 1995 Irrevocable
Trust, dated 9/15/95 10,000 **
Yuri Pikover - Options
exercisable by May 1, 1999 31,251 **
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Total 2,086,251 4.9%
</TABLE>
* Based on 42,552,535 Shares outstanding on March 2, 1999.
** Less than .1%.
Neither Filing Person possesses sole power to vote or direct the vote,
shared power to vote or direct the vote, nor sole or shared power to dispose or
direct the disposition of any Shares beneficially owned by the other Filing
Person. Pursuant to the Shareholder Agreements, the Filing Persons have shared
power to vote or to direct the vote of Mr. Kim's 3,039,500 Shares and Mr.
Pikover's 2,101,251 Shares with Alcatel and Merger Sub. Pursuant to the
Shareholder Agreements, the Filing Persons have shared power to dispose or to
direct the disposition of Mr. Kim's 3,039,500 Shares and Mr. Pikover's 2,101,251
Shares with Alcatel and Merger Sub.
(c) To the best of Messrs. Kim and Pikover's knowledge, Alcatel (i) is
a corporation organized and existing under the laws of France, (ii) its
principal business is to provide equipment and systems for the
telecommunications sector, (iii) the address of its principal office is 54, rue
La Boetie, 75008 Paris, France, (iv) that, during the past five years, Alcatel
has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), and (v) during the past five years, Alcatel was not a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating activity
subject to Federal or State securities laws or finding any violations with
respect to such laws. To the best of Messrs. Kim and Pikover's knowledge, Zeus
Acquisition Corp. (i) is a California corporation, (ii) its principal business
is to effect the Tender Offer and Merger of the Issuer with and into the Issuer,
(iii) the address of its principal office is 640 Bercut Drive, Sacramento,
California 95814, (iv) that during the past five years, Merger Sub has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and (v) during the past five years, Merger Sub was not a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating activity
subject to Federal or State securities laws or finding any violations with
respect to such laws.
(c) Transactions in the class of securities reported that were
effected during the past 60 days or since the most recent filing on Schedule
13D, whichever is less, by Messrs. Kim and Pikover:
<TABLE>
<CAPTION>
TRANSACTION NUMBER OF
SHAREHOLDER DATE ACTION SHARES
<S> <C> <C> <C>
Yuri Pikover Trusts:
Wilmington Trust, Ttee FBO Pikover Blind Trust
dated 10/26/96 1/21/99 Sale 10,000
Wilmington Trust, Ttee FBO Pikover Blind Trust
dated 10/26/96 1/22/99 Sale 10,000
Pikover Irrevocable Children's Trust dated 9/15/95 2/11/99 Sale 5,000
Pikover Irrevocable Children's Trust dated 9/15/95 2/22/99 Sale 5,000
Pikover 1995 Irrevocable Trust dated 9/15/95 2/11/99 Sale 5,000
Pikover 1995 Irrevocable Trust dated 9/15/95 2/22/99 Sale 5,000
Wilmington Trust, Ttee FBO Pikover Blind Trust
dated 10/26/96 2/12/99 Sale 20,000
Steve Y. Kim Trusts:
Wilmington Trust, Ttee FBO Kim Blind Trust
dated 10/26/96 1/21/99 Sale 15,000
Wilmington Trust, Ttee FBO Kim Blind Trust
dated 10/26/96 1/22/99 Sale 15,000
Kim Irrevocable Children's Trust dated 9/15/95 2/11/99 Sale 15,000
Kim Irrevocable Children's Trust dated 9/15/95 2/22/99 Sale 15,000
Wilmington Trust, Ttee FBO Kim Blind Trust
dated 10/26/96 2/12/99 Sale 30,000
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth in the Introduction, Section 8 ("Certain
Information Concerning Purchaser and Parent") and Section 10 ("Background of the
Offer; Contacts with the Company; the Merger Agreement; Shareholder Agreements;
Stock Option Agreement") of the Offer to Purchase is incorporated herein by
reference. See also the response to Item 4 hereof.
Except as set forth in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
Filing Persons, or to the best of their knowledge, any of the associates of any
of them, or between any of such persons and any other person, with respect to
any securities of the Issuer.
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ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
A Agreement and Plan of Merger, dated as of March 1, 1999, by and
among Xylan, Alcatel and Merger Sub.(A)
B Offer to Purchase, dated March 8, 1999.(B)
C Letter of Transmittal.(C)
D Shareholder Agreement, dated as of March 1, 1999, by and among
Alcatel, Merger Sub, Steve Y. Kim, Steve Y. Kim Living Trust and
The Kim Irrevocable Children's Trust.(D)
E Shareholder Agreement, dated as of March 1, 1999, by and among
Alcatel, Merger Sub, Yuri Pikover, Pikover 1995 Irrevocable
Trust, Pikover Trust and Pikover Irrevocable Children's
Trust.(E)
F Agreement as to Joint Filing of Schedule 13D between Steve Y.
Kim and Yuri Pikover.
</TABLE>
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(A) Incorporated by reference to Exhibit (c)(1) to Alcatel's Tender
Offer Statement on Schedule 14D-1 filed on March 8, 1999 (the
"Schedule 14D-1")
(B) Incorporated by reference to Exhibit (a)(1) to the Schedule
14D-1
(C) Incorporated by reference to Exhibit (a)(2) to the Schedule
14D-1
(D) Incorporated by reference to Exhibit (c)(2) to the Schedule
14D-1
(E) Incorporated by reference to Exhibit (c)(3) to the Schedule
14D-1
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SCHEDULE 13D
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CUSIP NO. 984151 10 0 PAGE 9 OF 9 PAGES
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SIGNATURE
After reasonable 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 8, 1999
/s/ Steve Y. Kim
-----------------------------------------
Steve Y. Kim
/s/ Yuri Pikover
-----------------------------------------
Yuri Pikover
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
A Agreement and Plan of Merger, dated as of March 1, 1999, by and
among Xylan, Alcatel and Merger Sub.(A)
B Offer to Purchase, dated March 8, 1999.(B)
C Letter of Transmittal.(C)
D Shareholder Agreement, dated as of March 1, 1999, by and among
Alcatel, Merger Sub, Steve Y. Kim, Steve Y. Kim Living Trust and
The Kim Irrevocable Children's Trust.(D)
E Shareholder Agreement, dated as of March 1, 1999, by and among
Alcatel, Merger Sub, Yuri Pikover, Pikover 1995 Irrevocable
Trust, Pikover Trust and Pikover Irrevocable Children's
Trust.(E)
F Agreement as to Joint Filing of Schedule 13D between Steve Y.
Kim and Yuri Pikover.
</TABLE>
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(A) Incorporated by reference to Exhibit (c)(1) to Alcatel's Tender
Offer Statement on Schedule 14D-1 filed on March 8, 1999 (the
"Schedule 14D-1")
(B) Incorporated by reference to Exhibit (a)(1) to the Schedule
14D-1
(C) Incorporated by reference to Exhibit (a)(2) to the Schedule
14D-1
(D) Incorporated by reference to Exhibit (c)(2) to the Schedule
14D-1
(E) Incorporated by reference to Exhibit (c)(3) to the Schedule
14D-1
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EXHIBIT F
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
Each of the undersigned hereby affirms that it is individually eligible to use
Schedule 13D and agrees that this Schedule 13D is filed on its behalf.
Dated: March 8, 1999
By: /s/ Steve Y. Kim
-------------------------------------------
Name: Steve Y. Kim
By: /s/ Yuri Pikover
-------------------------------------------
Name: Yuri Pikover
