SC 14D1/A, 1996-06-07
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                     WASHINGTON, D.C. 20549
                         SCHEDULE 14D-1
                     Tender Offer Statement
                  Pursuant to Section 14(d)(1)
             of the Securities Exchange Act of 1934
                        (Amendment No. 3)
                         SCHEDULE 13D/A
            Under the Securities Exchange Act of 1934
                        (Amendment No. 3)
                   MICOM Communications Corp.
                    (Name of Subject Company)
                    Northern Telecom Limited
                      Northern Telecom Inc.
                        Elder Corporation
           Common Stock, Par Value $.0000001 Per Share
                 (Title of Class of Securities)
                           59478P 10 3
              (CUSIP Number of Class of Securities)
                       Peter J. Chilibeck
        Corporate Secretary and Assistant General Counsel
                    Northern Telecom Limited
                  2920 Matheson Boulevard East
                      Mississauga, Ontario
                         Canada L4W 4M7
  (Name, address and Telephone Number of Persons Authorized to
    Receive Notices and Communications on Behalf of Bidders)
                         With a copy to:
                     Victor I. Lewkow, Esq.
               Cleary, Gottlieb, Steen & Hamilton
                        One Liberty Plaza
                    New York, New York  10006
                         (212) 225-2000

          Elder Corporation, a Delaware corporation
("Purchaser"), Northern Telecom Inc., a Delaware corporation
("Parent"), and Northern Telecom Limited, a corporation organized
under the laws of Canada ("Nortel"), hereby amend their joint
Tender Offer Statement on Schedule 14D-1 dated May 17, 1996, as
amended by an Amendment No. 1 dated June 4, 1996 and an Amendment
No. 2 dated June 5, 1996, relating to a tender offer to purchase
all outstanding shares of Common Stock, par value $.0000001 per
share (the "Shares"), of MICOM Communications Corp., a Delaware
corporation, at $12.00 per Share, net to the seller in cash (such
Tender Offer Statement on Schedule 14D-1, as amended, the
"Schedule 14D-1").  All terms defined in the Schedule 14D-1 have
the same meanings in this Amendment.

Item 10.  Additional Information.

          (b)-(c) The following sentence is hereby inserted after
the last sentence:

          "The waiting period under the HSR Act expired on June
6, 1996."

          After due inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.

                              NORTHERN TELECOM LIMITED

                              By:  /s/  WILLIAM R. KERR
                                   Name:  William R. Kerr
                                   Title:  Vice-President and

                              By:  /s/  DEBORAH J. NOBLE
                                   Name:  Deborah J. Noble
                                   Title:  Assistant Secretary

                              NORTHERN TELECOM INC.

                              By:  /s/  PETER W. CURRIE     
                                   Name:  Peter W. Currie
                                   Title:  Attorney-in-Fact

                              ELDER CORPORATION

                              By:  /s/  ANTHONY J. LAFLEUR
                                   Name:  Anthony J. Lafleur
                                   Title:  Vice-President and
                                             Assistant Secretary

Dated:  June 7, 1996
                          EXHIBIT INDEX

The following item (a)(10) is hereby added to the Exhibit Index:

Exhibit No.                         Description
- -----------                         -----------

(a)(10)             Text of Press Release issued on June 7, 1996

June 7, 1996

     Northern Telecom (Nortel) announces expiration of Hart-
Scott-Rodino waiting period in connection with acquisition of
MICOM Communications Corp.
TORONTO - Northern Telecom Limited (Nortel) announced that the
waiting period imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 expired yesterday with respect to the
acquisition of shares of common stock of MICOM Communications
Corp. (MICOM) pursuant to the outstanding cash tender offer, by
an indirect wholly owned subsidiary of Nortel, for all
outstanding shares of common stock of MICOM at a price of $US
12.00 per share.

     As previously announced, the tender offer and withdrawal
rights under the tender offer are scheduled to expire at 12:00
midnight, New York City time, on June 14, 1996, unless extended.

     Nortel works with customers worldwide to design, build, and
integrate digital networks - for information, entertainment,
education, and business - offering one of the broadest choices of
network solutions in the industry.  Nortel has shipped and
installed more digital lines worldwide than any other company.

     Nortel's research capabilities around the world include a
network of research and development facilities, affiliated joint
ventures, and other collaborations fostering innovative product
development and advanced design research in 14 countries.

     Nortel had 1995 revenues of $US 10.7 billion and has
approximately 63,000 employees worldwide.
For more information:

Robert O'Brien                  Bob Kaye/David Long
Nortel, Media Relations         Nortel, Investor Relations
(703) 712-8526                  (905) 566-3178/(905) 566-3098 
                                [email protected]

Or visit Nortel's web-site at http://www.nortel.com               

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