<PAGE> 1
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 2/FINAL AMENDMENT
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
----------------
TECHFORCE CORPORATION
(Name of Subject Company)
EQUANT ACQUISITION CORP.
EQUANT HOLDINGS U.S., INC.
EQUANT N.V.
(Bidders)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
878331107
(CUSIP Number of Class of Securities)
RICHARD H. BLAUSTEIN
VICE-PRESIDENT
EQUANT ACQUISITION CORP.
C/O EQUANT INTEGRATION SERVICES, INC.
3 PARK AVENUE, 25TH FLOOR
NEW YORK, NEW YORK 10016
TELEPHONE: (212) 251-2001
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
SARAH HEWITT, ESQ.
BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP
120 WEST 45TH STREET
NEW YORK, NEW YORK 10036
TELEPHONE: (212) 703-1319
Page 1 of 7 Pages
________________________________________________________________________________
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CUSIP NO. 878331107 14D-1 PAGE 2 OF 7 PAGES
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Equant N.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) or 2(f) |_|
6. CITIZEN OR PLACE OF ORGANIZATION
The Netherlands
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,126,382*
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES |_|
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.12%
10. TYPE OF REPORTING PERSON
CO
*As of the date of the reportable event, August 3, 1999.
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CUSIP NO. 878331107 14D-1 PAGE 3 OF 7 PAGES
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Equant Holdings U.S., Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (c) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) or 2(f) |_|
6. CITIZEN OR PLACE OF ORGANIZATION
New York
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,126,382*
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES |_|
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.12*
10. TYPE OF REPORTING PERSON
CO
*As of the date of the reportable event, August 3, 1999.
<PAGE> 4
CUSIP NO. 878331107 14D-1 PAGE 4 OF 7 PAGES
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Equant Acquisition Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (d) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) or 2(f) |_|
6. CITIZEN OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,126,382*
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES |_|
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.12%
10. TYPE OF REPORTING PERSON
CO
*As of the date of the reportable event, August 3, 1999.
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This Final Amendment amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on July 7, 1999 and amended on July 22, 1999 (as amended,
the "Schedule 14D-1") relating to the offer by Equant Acquisition Corp., a
Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Equant
Holdings U.S., Inc., a Delaware corporation (the "Parent") and itself a wholly
owned subsidiary of Equant N.V., a company organized under the laws of The
Netherlands (the "Ultimate Parent"), to purchase all of the outstanding shares
of Common Stock, par value $.01 per share (the "Shares"), of TechForce
Corporation, a Georgia corporation (the "Company"), at a purchase price of $8.50
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated July 7,
1999 (as amended, the "Offer to Purchase") and in the related Letter of
Transmittal (which, together with the Offer to Purchase, as amended from time to
time, constitute the "Offer").
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On August 9, 1999, the Ultimate Parent announced that it had merged the
Purchaser with and into the Company with the Company continuing as the surviving
corporation after the Merger and that the Merger became effective at ____p.m.,
New York City time, on Friday, August 6, 1999. Because the Purchaser had
acquired at least 90% of the outstanding Shares, the Merger was effected without
a meeting of stockholders of the Company. As a result of the Merger, the Company
became a wholly owned subsidiary of the Parent and the Ultimate Parent and each
outstanding Share (other than Shares held in the treasury of the Company, Shares
owned by the Ultimate Parent, the Parent, the Purchaser or any other direct or
indirect subsidiary of the Ultimate Parent, the Parent or the Company, and
Shares owned by stockholders choosing to dissent and demand appraisal of their
Shares) was cancelled, extinguished, and converted into the right to receive
$8.50 per Share in cash, without interest thereon, less any applicable
withholding taxes. The full text of the press release is set forth in Exhibit
(a)(9) and is incorporated herein by reference.
On August 9, 1999, the Parent requested that the Shares no longer be quoted
on Nasdaq. The Parent expects that registration of the Shares under the Exchange
Act will be terminated.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows:
Pursuant to the Offer, which expired at 12:00 midnight, New York City time,
on Tuesday, August 3, 1999, the Purchaser ultimately acquired 8,126,382 Shares
(or approximately 98.12% of the issued and outstanding Shares).
The information provided in this Final Amendment under Item 5 is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release issued by the Ultimate Parent on August 9, 1999.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
EQUANT N.V.
By: /s/ Richard Blaustein
---------------------------
Name: Richard Blaustein
Title: Authorized Signatory
EQUANT HOLDINGS U.S., INC.
By: /s/ Richard Blaustein
---------------------------
Name: Richard Blaustein
Title: Authorized Signatory
EQUANT ACQUISITION CORP.
By: /s/ Richard Blaustein
--------------------------
Name: Richard Blaustein
Title: Vice President
Date: August 9, 1999
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EXHIBIT INDEX
Exhibit Page
No. Description No.
- ------- ----------- ----
(a)(9) Press Release issued by the Ultimate Parent
on August 9, 1999.
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EXHIBIT (a)(9)
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DRAFT 1, AUGUST 9, 1999
CONTACT:
Marty Filipowski Tad Bixby/Dave Watson
Equant Ketchum
770.303.3736 404.287.2000 ext. 124/
[email protected] 404.877.1848
EQUANT COMPLETES MERGER WITH TECHFORCE
ATLANTA (August 9, 1999) - Equant announced today that it has completed the US
$73.4-million acquisition of TechForce by paying US $8.50 per share in cash for
TechForce's common stock and stock options.
As of August 6, 1999, Equant's indirect wholly owned subsidiary Equant
Acquisition Corp. had been merged with and into TechForce Corporation which
changed its name to Equant Integration Services, Inc. as part of the
transaction. As a result, each share of common stock of TechForce Corporation
not previously purchased in Equant's tender offer which expired at midnight on
August 3, 1999 had been converted into the right to receive $8.50 in cash. As
previously reported, Equant acquired 8,126,382 TechForce shares (or
approximately 98.12 percent of TechForce's issued and outstanding shares)
pursuant to the tender offer.
The purchase strengthens Equant's position as the leading provider of seamless
international data network services to multinational businesses by expanding its
ability to provide one-stop shopping for global data communications services.
This is the result of the additional router management, network integration and
desktop services capabilities Equant is gaining in the United States through the
deal.
ABOUT EQUANT
Equant (NYSE: ENT; Paris Bourse: EQU) operates the world's largest data network
in terms of geographic coverage, which extends to key business centers in over
220 countries and territories. Using its network, Equant has established itself
as a leading provider of managed data network services, end-to-end, for
multinational businesses worldwide--including over 20 percent of the Global
1,000. Equant also provides network design and integration services; equipment
installation; maintenance and support services; and software development. See
www.equant.com for more information.
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