OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per form 14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CIDCO INCORPORATED
- ----------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
- ----------------------------------------------------------------
(Title of Class of Securities)
0001717681
-------------------------------------------------------
(CUSIP Number)
FRIED, FRANK, HARRIS, ID HOLDING PARTNERSHIP, L.P.
SHRIVER & JACOBSON C/O FORSTMANN LITTLE & CO.
ONE NEW YORK PLAZA 767 FIFTH AVENUE
NEW YORK, NY 10004 NEW YORK, NY 10153
ATTN.: ROBERT C. SCHWENKEL ATTN.: MR. STEVEN B. KLINSKY
(212) 859-8000 (212) 355-5656
---------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
NOVEMBER 15, 1996
-------------------------------------------------------
(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*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 ("Act") 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).
SCHEDULE 13D
CUSIP No.0001717681
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ID HOLDING PARTNERSHIP, L.P. (EIN# 13-3893188)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
3,658,536
SHARES
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
0
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 3,658,536
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,658,536
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.38%
14 TYPE OF REPORTING PERSON*
PN
*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.
This Amendment No. 1 amends and supplements the
Statement on Schedule 13D (the "Schedule 13 D"), relating to the
Common Stock, par value $0.01 per share (the "Common Stock"), of
CIDCO Incorporated, a Delaware corporation ("CIDCO"), previously
filed by ID Holding Partnership, L.P. ("Holding"). Capitalized
terms used but not otherwise defined in this Amendment shall have
the respective meanings given to them in the Schedule 13D.
ITEM 4.ITEM 4 OF THE SCHEDULE 13D, "PURPOSE OF TRANSACTION," IS
HEREBY AMENDED BY DELETING THE THIRD PARAGRAPH THEREOF
AND ADDING THE FOLLOWING PARAGRAPH:
On November 15, 1996, Holding and ID Partners entered
into an agreement with CIDCO (the "Redemption Agreement") which
provides, among other things, for CIDCO to redeem the Notes on
December 30, 1996. Under the Redemption Agreement, upon receipt
of the redemption payment for the Notes, ID Partners' designee on
CIDCO's Board of Directors is required to resign.
ITEM 5.ITEM 5(A) OF THE SCHEDULE 13D, "INTEREST IN SECURITIES OF
THE ISSUER," IS HEREBY AMENDED BY ADDING THE FOLLOWING
PARAGRAPH:
The Redemption Agreement provides for CIDCO to redeem
the Notes on December 30, 1996 for a redemption price in cash
equal to $146,000,000 plus accrued and unpaid interest through
the date of the redemption payment.
ITEM 6.ITEM 6 OF THE SCHEDULE 13D, "CONTRACTS, ARRANGEMENTS,
UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER," IS HEREBY AMENDED BY ADDING
THE FOLLOWING PARAGRAPH:
Under the terms of the Redemption Agreement, until
June 30, 2003, Holding, ID Partners and certain individuals and
entities affiliated with Forstmann Little & Co. may not, except
as otherwise approved by the Board of Directors of CIDCO:
(a) make, or in any way participate in, any
"solicitation" of "proxies" (as such terms
are defined in Regulation 14A under the
Exchange Act (as defined in the Note Purchase
Agreement)) in opposition to any matter which
has been approved by a majority of the Board
of Directors of CIDCO;
(b) acquire, offer to acquire or agree to
acquire, directly or indirectly, by purchase
or otherwise, any Voting Securities (as
defined in the Note Purchase Agreement) or
any rights or options to acquire Voting
Securities of CIDCO;
(c) form, join in or in any way participate in a
"group" within the meaning of Section
13(d)(3) of the Exchange Act for the purpose
of acquiring, voting or holding Voting
Securities of CIDCO;
(d) make any public announcement with respect to,
or submit a proposal for an offer of (with or
without conditions), any Extraordinary
Transaction (as defined in the Note Purchase
Agreement) involving CIDCO or its securities
or assets; or
(e) request CIDCO or its representatives directly
or indirectly to amend or waive any provision
of this paragraph.
ITEM 7.MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Redemption Agreement, dated as of November
15, 1996, among CIDCO Incorporated,
ID Holding Partnership, L.P.,
ID Partnership, L.P. and FLC XXXI Partnership
SIGNATURE
-----------
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Dated: November 15, 1996 ID HOLDING PARTNERSHIP, L.P.
By: FLC XXX Partnership,
its general partner
By: /S/ Steven B. Klinsky
----------------------
Steven B. Klinsky,
a general partner
INDEX OF EXHIBITS
Exhibit 1: Redemption Agreement, dated as of November 15, 1996,
among CIDCO Incorporated, ID Holding Partnership,
L.P., ID Partnership, L.P. and FLC XXXI Partnership
Execution Copy
--------------
REDEMPTION AGREEMENT
---------------------
This Redemption Agreement (the "Agreement"), is dated
as of November 15, 1996, among CIDCO Incorporated (the
"Company"), ID Holding Partnership, L.P. (the "Purchaser"), ID
Partnership, L.P. ("ID Partners"), and FLC XXXI Partnership,
L.P., doing business as Forstmann Little & Co. ("FL").
WHEREAS, the parties hereto (other than FL) previously
entered into the Note Purchase Agreement dated as of June 7, 1996
(the "Purchase Agreement") pursuant to which the Purchaser
purchased $150,000,000 in principal amount of the Company's 3.75%
Subordinated Convertible Notes due June 30, 2003 (the "Notes");
and
WHEREAS, the parties have agreed upon terms for the
redemption of the Notes by the Company as reflected in this
Agreement.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, the parties hereto
agree as follows:
1. Definitions. Capitalized terms used but not
otherwise defined herein shall have the respective meanings
ascribed to such terms in the Purchase Agreement. Except as
expressly amended hereby, the terms and provisions of the
Purchase Agreement and the Notes shall remain in full force and
effect.
2. Redemption. Notwithstanding the relevant
provisions of the Purchase Agreement, the parties hereby agree
that the Notes will be redeemed by the Company on December 30,
1996 (the "Redemption Date") at a Redemption Price equal to 97
1/3% of the outstanding principal amount of the Notes
($146,000,000) plus accrued and unpaid interest through the
Redemption Date. Payment of the Redemption Price shall be made
by wire transfer in immediately available funds to the same
account as the Purchaser has previously designated for interest
payments on the Notes. This Agreement shall constitute proper
notice of such redemption and no further act shall be required of
any party in connection with the calling of the Notes for
redemption as contemplated herein.
3. Standstill Provisions. Until June 30, 2003, FL
agrees that, except as otherwise approved by the Board of
Directors of the Company, FL, its affiliates, partners, officers
and directors (including, without limitation, the Purchaser and
ID Partners) will not:
(a) make, or in any way participate in, any
"solicitation" of "proxies" (as such terms are defined in
Regulation 14A under the Exchange Act) in opposition to any
matter which has been approved by a majority of the Board of
Directors of the Company;
(b) acquire, offer to acquire or agree to acquire,
directly or indirectly, by purchase or otherwise, any Voting
Securities or any rights or options to acquire Voting
Securities of the Company;
(c) form, join in or in any way participate in a
"group" within the meaning of Section 13(d)(3) of the
Exchange Act for the purpose of acquiring, voting or holding
Voting Securities of the Company;
(d) make any public announcement with respect to, or
submit a proposal for an offer of (with or without
conditions), any Extraordinary Transaction involving the
Company or its securities or assets; or
(e) request the Company or its representatives
directly or indirectly to amend or waive any provision of
this paragraph 3.
4. Nondisclosure of Confidential Information. The
parties agree that the provisions of Section 7.4 of the Purchase
Agreement shall continue notwithstanding the redemption of the
Notes and FL agrees that the provisions of said Section 7.4 shall
be binding upon FL and its affiliates, partners, officers,
directors and representatives.
5. No Competing Investments. FL, the Purchaser and
ID Partners agree that until November 30, 2001 they and their
affiliates will not, directly or directly, alone or as a member
of any partnership or other business or organization, or as a
partner, stockholder, investor, lender, consultant or agent of
any corporation, partnership or business organization (i) invest
or engage in any business which derives 10% or more of its
revenue from designing and/or selling Caller-ID capable
residential telephone equipment, or (ii) request or seek to cause
any customer of the Company to cancel or terminate any business
relationship with the Company, or (iii) solicit or otherwise
cause any employee of the Company to terminate such employee's
relationship with the Company, provided that, the solicitation of
any employee of the Company as a result of the use of an
independent employment agency (which agency independently
determined which persons to solicit without direction from FL or
its affiliates) or advertisements in publications shall not be
deemed to violate this clause (iii). Notwithstanding the
foregoing, nothing contained herein shall prevent any of the
foregoing persons from owning, directly or indirectly, less than
3% of the outstanding debt or equity of any publicly traded
entity.
6. Public Announcements. Promptly after the execution
of this Agreement by the parties, the Company shall issue a press
release in the form of Exhibit A hereto. From and after the date
hereof, the Company and FL shall cause their affiliates,
partners, officers, directors, employees, agents and
representatives to make no other statements to third parties
concerning the relationship of the parties or the purchase, sale
or redemption of the Notes for statements substantially as set
forth in Exhibit B (for the Company to the public, press or
investors), Exhibit C (for FL to the public or press) and except
for required filings with the Securities and Exchange Commission
and statements or disclosures made in response to any litigation
against any party hereto and statements and disclosures required
by applicable law as advised by counsel. The foregoing shall not
restrict or prohibit FL or any of its affiliates from making any
statements or disclosures to any limited partners or prospective
limited partner of FL or any of its affiliates concerning the
purchase, sale or redemption of the Notes, provided that FL and
its affiliates shall not malign the business, prospects or
reputation of the Company or its management in any such
statements or disclosures.
7. Cooperation. FL agrees to cause its partners,
officers, directors and employees to cooperate with the Company
and to be reasonably available without compensation (other than
the payment by the Company of related out-of-pocket expenses) to
assist the Company with or to testify in connection with any
action or proceeding against the Company brought by a third party
arising out of or related to (in whole or in part) the
transactions contemplated by the Purchase Agreement or this
Agreement or to claims of any kind brought against the Company in
respect of any matter arising out of events occurring between
January 1, 1996 and the Redemption Date. FL agrees that it and
its affiliates, partners, officers, directors and employees
(including, without limitation, the Purchaser and ID Partners)
will not assist or cooperate with or respond to any other party
or potential party which is threatening, bringing or prosecuting
any claim against the Company except as may be required by law.
8. Retention of Records. Immediately after the
Purchaser receives payment in full of the Redemption Price for
the Notes as contemplated hereby, (i) FL, the Purchaser, ID
Partners and their affiliates, partners (other than limited
partners), officers, directors, employees, attorneys, agents and
representatives shall destroy all documents, files, memoranda,
notes and other materials of any kind relating to the Company or
the Notes except for the documents specifically identified in
Exhibit E hereto, and (ii) the Company and its affiliates,
officers, directors, employees, attorneys, agents and
representatives shall destroy all documents, records, files,
memoranda, notes and other materials of any kind relating to
negotiation and execution of the Agreement or to the issuance and
sale of the Notes except for the documents specifically
identified in Exhibit F hereto.
9. Expenses. Each party will bear its own legal and
other expenses in connection with the negotiation of this
Agreement and prior discussions between the parties which
occurred after the issuance of the Notes (including legal and
other expenses the Company would otherwise be required to pay
pursuant to the second sentence of Section 13.10 of the Purchase
Agreement).
10. Board Resignation. Promptly after the Purchaser
receives payment in full of the Redemption Price for the Notes as
contemplated hereby, FL will cause the Purchaser Designee to
resign from the Company's Board of Directors and the Company
shall have no further obligation to cause Purchaser Designees to
be elected to the Company's Board of Directors or to permit the
Non-voting Observer to attend meetings of the Company's Board of
Directors. Notwithstanding anything to the contrary contained in
this Agreement, from and after the date of this Agreement, (i)
the Company shall continue to indemnify and hold harmless to the
fullest extent permitted under applicable law each person who at
any time served as a Purchaser Designee or a Non-voting Observer
against any and all losses, claims, damages, liabilities, costs
and expenses (including reasonable attorneys' fees), judgments,
fines, penalties and amounts paid in settlement, reasonably
incurred by any of them in connection with any claim, action,
suit, proceeding or investigation in any way arising out of acts
or omissions by any of them in their capacities as such, and (ii)
if the Company maintains officers' and directors' liability
insurance, it shall include such persons within the coverage of
such insurance to the fullest extent such insurance covers the
Company's officers and directors.
11. Releases. Effective upon the receipt by the
Purchaser of the Redemption Price for the Notes as contemplated
hereby, FL, the Purchaser, ID Partners and their affiliates,
partners (other than limited partners), officers, directors,
employees, agents, representatives, successors and assigns (the
"FL Group") release and discharge the Company and its affiliates,
officers, directors, employees, agents, representatives,
successors and assigns (the "Company Group") from all actions,
causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, covenants, contracts, controversies,
agreements, promises, damages, judgments, demands, costs and
claims whatsoever, in law or in equity, which the FL Group ever
had, now has, or hereafter can, shall or may have against the
Company Group for or by reason of any matter, cause or thing
whatsoever from the beginning of the world to the date of this
Agreement, including but not limited to any matter, cause or
thing arising out of or relating in any way to the purchase, sale
and redemption of the Notes, provided, however, that the
foregoing shall not be deemed to release or discharge any claim
of the parties hereto arising under or related to this Agreement.
Effective upon the receipt by the Purchaser of the
Redemption Price for the Notes as contemplated hereby, the
Company Group release and discharge the FL Group from all
actions, causes of action, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, covenants, contracts,
controversies, agreements, promises, damages, judgments, demands,
costs and claims whatsoever, in law or in equity, which the
Company Group ever had, now has, or hereafter can, shall or may
have against the FL Group for or by reason of any matter, cause
or thing whatsoever from the beginning of the world to the date
of this Agreement, including but not limited to any matter, cause
or thing arising out of or relating in any way to the purchase,
sale and redemption of the Notes, provided, however, that the
foregoing shall not be deemed to release or discharge any claim
of the parties hereto arising under or related to this Agreement.
12. Event of Default. If the Company fails to pay all
or any portion of the Redemption Price on or prior to the
Redemption Date as provided in Section 2 hereof, such failure
shall constitute an event of default under the Purchase Agreement
and thereupon the outstanding principal amount of the Notes,
premium, if any, and all accrued and unpaid interest thereon
shall immediately become due and payable, without any declaration
and without presentment, demand, protest or other notice
whatsoever, all of which are hereby expressly waived. Interest
shall accrue on the Notes at a rate of 5.75% per annum from the
Redemption Date until the obligations of the Company with respect
to the payment thereof shall be fully discharged.
13. Miscellaneous. Sections 13.2, 13.3, 13.5, 13.6,
13.7, 13.8, 13.9, 13.15, 13.16, 13.17, 13.18 and 13.20 of the
Purchase Agreement are incorporated as though set forth in their
entirety herein.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
CIDCO INCORPORATED
By: /s/ Paul G. Locklin
--------------------
Paul G. Locklin, President
ID HOLDING PARTNERSHIP, L.P.
By: FLC XXX Partnership, its
general partner
By: /s/ Steven B. Klinsky
--------------------
a general partner
ID PARTNERSHIP, L.P.
By: FLC XXIX Partnership, a general
partner
By: /s/ Steven B. Klinsky
--------------------
a general partner
FORSTMANN LITTLE & CO.
By: FLC XXIX Partnership, a general
partner
By: /s/ Steven B. Klinsky
--------------------
a general partner
