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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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MICOM Communications Corp.
(Name of Issuer)
----------------------
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)
June 21, 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 59478P 10 3 Page 2 of 7 Pages
- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elder Corporation
62-1640287
- --------------------------------------------------------------------
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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY ---------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
11,527,651
EACH REPORTING ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,527,651
- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,527,651
- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%<PAGE>
- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
CUSIP No. 59478P 10 3 Page 3 of 7 Pages
- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northern Telecom Inc.
04-2486332
- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------
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 SHARES 7 SOLE VOTING POWER
BENEFICIALLY ---------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
11,527,651
EACH REPORTING ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,527,651
- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,527,651
- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%<PAGE>
- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------
*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.
<PAGE>
SCHEDULE 13D
CUSIP No. 59478P 10 3 Page 4 of 7 Pages
- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Northern Telecom Limited
62-1262580
- --------------------------------------------------------------------
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
Canada
- --------------------------------------------------------------------
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY ---------------------------------------------------
8 SHARED VOTING POWER
OWNED BY
11,527,651
EACH REPORTING ---------------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
11,527,651
- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,527,651
- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%<PAGE>
- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
- --------------------------------------------------------------------
*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.
<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
Statement on Schedule 13D 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, an Amendment No.
4 dated June 13, 1996 and an Amendment No. 5 dated June 17, 1996,
relating to the shares of Common Stock, par value $.0000001 per
share (the "Shares"), of MICOM Communications Corp. (the
"Company"), a Delaware corporation (such Statement on Schedule
13D, as amended, the "Schedule 13D"). All terms defined in the
Schedule 13D have the same meanings in this Amendment.
The transactions that gave rise to the filing of this
amendment were the merger of Purchaser into the Company pursuant
to the Agreement and Plan of Merger dated as of May 13, 1996 (the
"Merger Agreement") among Purchaser, Parent and the Company.
Item 6. Interest in Securities of the Subject Company.
(a)-(b) The following paragraph is hereby inserted
after the last paragraph:
"As of June 21, 1996, Purchaser has been merged into
the Company and the outstanding Shares of the Company have been
canceled. As a result of this merger, the Company has become an
indirect wholly owned subsidiary of Nortel. Reference is hereby
made to the press release issued by Purchaser on June 21, 1996, a
copy of which is attached hereto as Exhibit (a)(12) and
incorporated herein by reference."
<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 24, 1996
<PAGE>
EXHIBIT INDEX
The following item (a)(12) is hereby added to the
Exhibit Index:
Exhibit No. Description
- ----------- -----------
(a)(12) Text of Press Release issued on June 21, 1996
June 21, 1996
Northern Telecom (Nortel) announces merger of
Elder Corporation and MICOM Communications Corp.
TORONTO - Northern Telecom Limited (Nortel) announced the
consummation of the merger between Elder corporation (Elder), an
indirect wholly owned subsidiary of Nortel, and MICOM
Communications Corp. (MICOM). Pursuant to the merger, Elder has
merged with and into MICOM, and MICOM has become an indirect
wholly owned subsidiary of Nortel. Upon the consummation of the
merger, all outstanding shares of common stock of MICOM were
canceled, and those shares not owned by Elder were converted into
the right to receive $US 12.00 per share without interest. On
June 17, 1996, Elder announced the successful completion of its
previously announced tender offer for the outstanding shares of
MICOM.
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 Kay/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
