___________________________________________________
SECURITIES AND EXCHANGE COMMISSION
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. 4)
and
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
________________________
MICOM Communications Corp.
(Name of Subject Company)
________________________
Northern Telecom Limited
Northern Telecom Inc.
Elder Corporation
(Bidders)
________________________
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
<PAGE>
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, an Amendment
No. 2 dated June 5, 1996 and an Amendment No. 3 dated June 7,
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:
"On June 12, 1996, Northern Telecom Capital Corporation
("NTCC"), a subsidiary of Parent, offered to the public
US$300,000,000 of debt securities under its shelf registration
program. The net proceeds to be received by NTCC will be loaned
or advanced to, or otherwise invested in, Parent to be used for
general corporate purposes; approximately US$150,000,000 of such
proceeds will be used to replenish cash deposits which Parent
will loan or advance to, or otherwise invest in, Elder to finance
the consideration to be paid in the Offer and the Merger and to
pay related expenses."
<PAGE>
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
Name: William R. Kerr
Title: Vice-President and
Treasurer
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 13, 1996
