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. 5)
and
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
------------------------
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>
CUSIP No. 59478P 10 3 14D-1 Page 2 of 7 Pages
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS:
SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Elder Corporation
62-1640287
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(See Instructions) (b)
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCES OF FUNDS (See Instructions)
AF
- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,456,363
- -----------------------------------------------------------------
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions)
- -----------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.4%
- -----------------------------------------------------------------
10 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 59478P 10 3 14D-1 Page 3 of 7 Pages
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Northern Telecom Inc.
04-2486332
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(See Instructions) (b)
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCES OF FUNDS (See Instructions)
WC
- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,456,363
- -----------------------------------------------------------------
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions)
- -----------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.4%
- -----------------------------------------------------------------
10 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
<PAGE>
CUSIP No. 59478P 10 3 14D-1 Page 4 of 7 Pages
- -----------------------------------------------------------------
1 NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Northern Telecom Limited
62-1262580
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(See Instructions) (b)
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCES OF FUNDS (See Instructions)
AF
- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) or 2(f)
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -----------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,456,363
- -----------------------------------------------------------------
8 CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES (See Instructions)
- -----------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.4%
- -----------------------------------------------------------------
10 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
<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, an Amendment No. 3 dated June 7, 1996 and an Amendment
No. 4 dated June 13, 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"). This Amendment constitutes the final
amendment to the Schedule 14D-1 pursuant to Instruction D to
Schedule 14D-1. All terms defined in the Schedule 14D-1 have the
same meanings in this Amendment.
The Offer expired at 12:00 midnight, New York City time, on
Friday, June 14, 1996. According to the Depositary, prior to the
expiration of the Offer, 11,456,363 Shares had been tendered
pursuant to the Offer (including Shares tendered pursuant to the
procedure for guaranteed delivery and Shares tendered pursuant to
the Stock Option Agreements), which constitute approximately
99.4% of all Shares outstanding (approximately 87.3% on a fully
diluted basis). On June 17, 1996, Purchaser, by notice to the
Depositary, accepted for payment all Shares validly tendered
prior to the expiration of the Offer.
Item 6. Interest in Securities of the Subject Company.
(a)-(b) The following paragraph is hereby inserted after the
last sentence:
"As of June 17, 1996, Purchaser has acquired pursuant to the
Offer (including Shares tendered pursuant to the procedure for
guaranteed delivery and Shares tendered by the Investors and the
charitable institutions described in Item 7 pursuant to the terms
of the Stock Option Agreements) beneficial ownership of
11,456,363 Shares in the aggregate, which constitute
approximately 99.4% of the outstanding Shares (approximately
87.3% on a fully diluted basis). Reference is hereby made to the
press release issued by Purchaser on June 17, 1996, a copy of
which is attached hereto as Exhibit (a)(11) and incorporated
herein by reference."
<PAGE>
(f) The following paragraph is hereby inserted after the
last sentence:
"In addition, reference is hereby made to the disclosure set
forth under Item 6 above."
<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 17, 1996
<PAGE>
EXHIBIT INDEX
The following item (a)(11) is hereby added to the Exhibit Index:
Exhibit No. Description
(a)(11) Text of Press Release issued on June 17, 1996
Exhibit (a)(11)
June 17, 1996
Northern Telecom (Nortel) announces the successful completion
of its tender offer for MICOM Communications Corp.
TORONTO - Northern Telecom Limited (Nortel) announced the
successful completion of the tender offer by an indirect wholly
owned subsidiary of Nortel for all outstanding shares of common
stock of MICOM Communications Corp. (MICOM) at a price of $US
12.00 per share. The offer expired at 12:00 midnight, New York
time, on June 14, 1996.
Nortel said approximately 11,456,363 shares, representing
approximately 99.4% of the outstanding shares of MICOM, were
tendered and accepted for purchase pursuant to the offer.
Holders of MICOM common stock who did not tender pursuant to
the offer will be entitled to $US 12.00 per share following the
completion of the merger of MICOM with Nortel's indirect wholly
owned subsidiary. Nortel will consummate the merger promptly and
MICOM will become an indirect wholly owned subsidiary of Nortel.
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.
-end-
For more information:
Robert O'Brien Bob Kaye/David Long
Nortel, Media Relations Nortel, Investor Relations
(905) 566-3214 (905) 566-3178\(905) 566-3098
[email protected]
Or visit Nortel's web-site at http:\\www.nortel.com
