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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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MICOM COMMUNICATIONS CORP.
(NAME OF SUBJECT COMPANY)
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NORTHERN TELECOM LIMITED
NORTHERN TELECOM INC.
ELDER CORPORATION
(BIDDERS)
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COMMON STOCK, PAR VALUE $.0000001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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59478P 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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With a copy to:
VICTOR I. LEWKOW, ESQ.
CLEARY, GOTTLIEB, STEEN & HAMILTON
ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10006
(212) 225-2000
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INTRODUCTION
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, 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 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The following sentences are hereby inserted after the last
sentence:
"In particular, any conventional sources of short-term
financing would consist of financing obtained through Parent's or Nortel's
ongoing commercial paper programs. In addition, Nortel and Northern Telecom
Capital Corporation, a subsidiary of Parent, have a shelf registration program,
pursuant to which debt securities might be issued prior to closing of the Offer.
Certain of the proceeds of any such issuance may be used to finance or refinance
all or part of the consideration for the Offer."
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(f) The following sentence is hereby inserted after the last
sentence:
"If Purchaser accepts Shares for payment it will, subject to
expiration of the waiting period under the HSR Act (if not theretofore expired),
promptly pay for all Shares so accepted for payment."
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SIGNATURES
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
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Name: William R. Kerr
Title: Vice-President and Treasurer
By: /s/ DEBORAH J. NOBLE
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Name: Deborah J. Noble
Title: Assistant Secretary
NORTHERN TELECOM INC.
By: /s/ PETER W. CURRIE
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Name: Peter W. Currie
Title: Attorney-in-Fact
ELDER CORPORATION
By: /s/ ANTHONY J. LAFLEUR
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Name: Anthony J. Lafleur
Title: Vice-President and Assistant Secretary
Dated: June 5, 1996
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