<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MICOM COMMUNICATIONS CORP.
(NAME OF SUBJECT COMPANY)
MICOM COMMUNICATIONS CORP.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $.0000001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
59478P 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
WARREN B. (BARRY) PHELPS, III
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
MICOM COMMUNICATIONS CORP.
4100 LOS ANGELES AVENUE
SIMI VALLEY, CALIFORNIA 93063
(805) 583-8600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON FILING THIS STATEMENT)
COPIES TO:
TIMOTHY F. SYLVESTER, ESQ.
DOUGLAS C. CARLETON, ESQ.
RIORDAN & MCKINZIE
300 SOUTH GRAND AVENUE
29TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 629-4824
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INTRODUCTION
This Amendment No. 1 amends and supplements that certain
Solicitation/Recommendation Statement on Schedule 14D-9 filed by MICOM
Communications Corp. with the Securities and Exchange Commission on May 17, 1996
(the "Schedule 14D-9"). Capitalized terms not otherwise defined herein shall
have the meanings therefor, as set forth in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
The twentieth paragraph of Item 4(b) of the Schedule 14D-9 is hereby
deleted in its entirety and replaced with the following paragraph:
The Board of Directors also took into consideration the results of the
effort that Montgomery had conducted on behalf of the Company since December
1995 to explore various financial and strategic alliances and other potential
transactions between the Company and potential strategic partners and
acquisition candidates. The effort by Montgomery included identifying companies
in the telecommunications and datacommunications industries that could be
potential partners with or acquirors of the Company and contacting a number of
these candidates on a discrete basis to determine their level of interest. The
Company and Montgomery limited the parties contacted in order to avoid premature
disclosure of the possibility of a sale of the Company, which the Board of
Directors believed could adversely affect the Company's business. Montgomery
conducted discussions with eight companies who entered into Confidentiality
Agreements with the Company, four of whom met with senior management of the
Company to pursue discussions. Further discussions with three such companies
with respect to a possible acquisition of the Company terminated after initial
meetings with Company management and, in each such instance, did not result in
the presentation of any form of acquisition or strategic partnership proposal.
In that regard, Montgomery and the Company entered into significant acquisition
discussions only with the Nortel Entities.
<PAGE> 3
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement, as amended, is true,
complete and correct.
Dated: June 7, 1996
MICOM COMMUNICATIONS CORP.
By: FRANCINE M. GOOD
Francine M. Good
Chief Financial Officer
