-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PPVXVeA0IMsInpmV8DUNw2pNfLLFV8vfeEsxuE5Z4xvd13nShkaSmvBY2tV8e04f 53GGWOX+S0s3OdWktd1WPg== 0000929624-99-000309.txt : 19990217 0000929624-99-000309.hdr.sgml : 19990217 ACCESSION NUMBER: 0000929624-99-000309 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOPPING COM CENTRAL INDEX KEY: 0001045360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 330733679 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-53689 FILM NUMBER: 99543331 BUSINESS ADDRESS: STREET 1: 2101 E COAST HIGHWAY GARDEN LEVEL CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 7146404393 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPAQ INTERESTS INC CENTRAL INDEX KEY: 0001076825 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 760550398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 20555 S H 249, MC 110701 STREET 2: C/O COMPAQ COMPUTER CORP CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 2815142937 MAIL ADDRESS: STREET 1: 20555 S H 249, MC110701 STREET 2: C/O COMPAQ COMPUTER CORP CITY: HOUSTON STATE: TX ZIP: 77070 SC 14D1/A 1 AMENDMENT #2 TO SCHEDULE 14D-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 ---------------- Shopping.com (Name of Subject Company) Compaq Interests, Inc. Compaq Computer Corporation (Bidders) ---------------- Common Stock, no par value (Title of Class of Securities) ---------------- 82509Q-10-6 (CUSIP Number of Class of Securities) ---------------- Thomas C. Siekman Senior Vice President, General Counsel and Secretary Compaq Computer Corporation 20555 State Highway 249 Houston, Texas 77070 (281) 370-0670 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: Kenton J. King Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 220 Palo Alto, California 94301 (650) 470-4500 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SCHEDULE 14D-1 CUSIP No. 82509Q-10-6 1.Name of Reporting Persons I.R.S. Identification Nos. of Above Persons Compaq Interests, Inc. Compaq Computer Corporation - -------------------------------------------------------------------------------- 2.Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3.SEC Use Only - -------------------------------------------------------------------------------- 4.Sources of Funds WC - -------------------------------------------------------------------------------- 5.Check if Disclosure of Legal Proceedings is Required Pursuant to Items[_] 2(e) or 2(f) - -------------------------------------------------------------------------------- 6.Citizenship or Place of Organization Compaq Interests, Inc.: Delaware Compaq Computer Corporation: Delaware - -------------------------------------------------------------------------------- 7.Aggregate Amount Beneficially Owned by Each Reporting Person 9,935,449 - -------------------------------------------------------------------------------- 8.Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares [_] - -------------------------------------------------------------------------------- 9.Percent of Class Represented by Amount in Row (7) 95.9% - -------------------------------------------------------------------------------- 10.Type of Reporting Person CO TENDER OFFER This Amendment No. 2 constitutes the final amendment to the Tender Offer Statement on Schedule 14D-1 (the "Statement") filed with the Securities and Exchange Commission on January 15, 1999 by Compaq Computer Corporation, a Delaware corporation ("Parent"), and Compaq Interests, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), relating to the offer by Purchaser to purchase all of the outstanding shares (the "Shares") of the common stock, no par value (the "Common Stock"), of Shopping.com, a California corporation (the "Company"), at $18.25 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 15, 1999 (the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1) to the Statement, and in the related Letter of Transmittal, a copy of which is attached as Exhibit (a)(2) to the Statement (which together constitute the "Offer"). Capitalized terms used but not otherwise defined herein have the meanings ascribed such terms in the Offer to Purchase and the Statement. Item 6. Interest in Securities of the Subject Company. Item 6 is hereby amended and supplemented by adding thereto the following: (a)-(b) The Offer expired at 12:00 midnight, New York City time, on Friday, February 12, 1999. Based on a preliminary count from the Depositary, there were validly tendered and not withdrawn 9,935,449 shares of Common Stock (including 447,014 shares of Common Stock tendered by means of guaranteed delivery), or approximately 95.9% of the issued and outstanding shares of Common Stock of the Company. The Shares validly tendered and not withdrawn at such time were accepted for payment. On February 16, 1999, Parent issued a press release attached hereto as Exhibit (a)(13). Item 11. Materials to be Filed as Exhibits. Item 11 is hereby amended and supplemented by adding thereto the following Exhibit: (a)(13) Press Release, dated February 16, 1999, issued by Parent.
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. Dated: February 16, 1999 COMPAQ INTERESTS, INC. By: /s/Earl L. Mason _______________________ Name: Earl L. Mason Title: President 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. Dated: February 16, 1999 COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason _________________________________ Name: Earl L. Mason Title: Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS
Exhibit Number Description Page ------- ----------- ---- (a)(1)+ Offer to Purchase, dated January 15, 1999 (a)(2)+ Letter of Transmittal (a)(3)+ Letter for use by Brokers, Dealers, Banks, Trust Companies and Nominees to their Clients (a)(4)+ Letter to Clients (a)(5)+ Notice of Guaranteed Delivery (a)(6)+ Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(7)+ Press Release issued by Parent, dated January 11, 1999 (a)(8)+ Form of Summary Advertisement, dated January 15, 1999 (a)(9)+ Fairness Opinion of Trautman Kramer & Company, dated January 11, 1999 (a)(10)+ Supplemental Letter to Shareholders dated January 21, 1999 (a)(11)+ Press Release, dated January 21, 1999, issued by Parent (a)(12)+ Fairness Opinion of Trautman Kramer & Company, dated January 20, 1999 (a)(13) Press Release, dated February 16, 1999, issued by Parent (c)(1)+ Agreement and Plan of Merger, dated January 11, 1999, by and between Parent and the Company (c)(2)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Robert McNulty (c)(3)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Cyber Depot (c)(4)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Kipling Isle (c)(5)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Paul Hill (c)(6)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Ed Bradley (c)(7)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Mark Winkler (c)(8)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Kristine Webster (c)(9)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and John Markley (c)(10)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Frank Denny (c)(11)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Pat Demicco (c)(12)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Randy Read (c)(13)+ Stock Option Agreement, dated January 11, 1999, by and between Parent and the Company (c)(14)+ Amendment No. 1 to the Agreement and Plan of Merger, dated January 20, 1999, by and between Parent and the Company (c)(15)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Robert McNulty (c)(16)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Cyber Depot (c)(17)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kipling Isle (c)(18)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Paul Hill (c)(19)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Ed Bradley
Exhibit Number Description Page ------- ----------- ---- (c)(20)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Mark Winkler (c)(21)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kristine Webster (c)(22)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and John Markley (c)(23)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Frank Denny (c)(24)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Pat Demicco (c)(25)+ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Randy Read (d) None (e) Not Applicable (f) None
- -------- + Previously filed with the Statement or Amendment No. 1 thereto. EX-99.(A)(13) 2 PRESS RELEASE, DATED 02/16/1999 EXHIBIT (a)(13) COMPAQ ANNOUNCES SUCCESSFUL TENDER OFFER FOR SHOPPING.COM AQUISITION HOUSTON, February 16, 1999 - Compaq Computer Corporation (NYSE:CPQ) today announced that 9,935,449 shares, or approximately 95.91 percent of the outstanding shares of common stock of Shopping.com (OTC:IBUY), were tendered for $18.25 per share in cash in response to Compaq's tender offer which closed on February 12, 1999, based upon a preliminary count by U.S. Stock Transfer Corporation, the depositary. The shares (which include 447,014 shares subject to guarantees of delivery or receipt of additional documentation) will be purchased in accordance with the terms of the offer. Committed to offering one-stop shopping for products and services, Shopping.com features 63 Warehouse Power Stores to Internet shoppers, providing a comprehensive selection of over two million name brand products backed by more than 1,000 merchandising partners. Shopping.com offers the Maximizer frequent shopper program, where customers earn reward dollars on all purchases and services. The simple "Shopping.com" name is easily recongnizable and will aid in the development of the most powerful e-commerce brand in the industry. Shopping.com is available at http://www.shopping.com. Compaq will proceed with those steps necessary to complete the merger of Compaq Interests, Inc., a wholly owned subsidiary of Compaq, into Shopping.com. The merger is expected to be completed in early March. Pursuant to the Merger, any shares of Shopping.com common stock not tendered and purchased pursuant to the tender offer or otherwise owned by Compaq will be converted into the right to receive $18.25 per share in cash. "We are very pleased with the large number of shares tendered and look forward to making Shopping.com the most satisfying, fun and exclusive shopping experience on the Internet," said Rod Schrock, President and Chief Executive Officer of AltaVista Company, a subsidiary of Compaq. COMPANY BACKGROUND Compaq Computer Corporation, a Fortune Global 100 company, is the second largest computer company in the world and the largest global supplier of computer systems. Compaq develops and markets hardware, software, solutions, and services, including industry-leading enterprise computing solutions, fault-tolerant business-critical solutions, networking and communication products, commercial desktop and portable products, and consumer PCs. The company is an industry leader in environmentally friendly porgrams and business practices. Compaq products are sold and supported in more than 100 countries through a network of authorized Compaq marketing partners. Customer support and information about Compaq and its products are available at http://www.compaq.com or by calling 1-800-OK-COMPAQ. Product information and reseller locations are available by calling 1-800-345-1518. 2 -----END PRIVACY-ENHANCED MESSAGE-----