-----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, D7jtEa0Jgv1JO5poXCrn4KAMZEbxKkUz4TuPfMdON/xdRqK8k3bJ0T2n6Yhpcc7n bBhIv0YsAMCE9xnHl7GMkA== 0000950103-97-000440.txt : 19970703 0000950103-97-000440.hdr.sgml : 19970703 ACCESSION NUMBER: 0000950103-97-000440 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970702 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TANDEM COMPUTERS INC /DE/ CENTRAL INDEX KEY: 0000315180 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942266618 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-11574 FILM NUMBER: 97635458 BUSINESS ADDRESS: STREET 1: 19333 VALLCO PKWY CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087256000 MAIL ADDRESS: STREET 1: 10435 N TANUTA AVE LOC 200 16 CITY: CUPERTINO STATE: CA ZIP: 95014 FORMER COMPANY: FORMER CONFORMED NAME: TCI DELAWARE INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPAQ COMPUTER CORP CENTRAL INDEX KEY: 0000714154 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 760011617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 20555 S H 249 CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 7133700670 MAIL ADDRESS: STREET 1: POST OFFICE BOX 692000 MS 110701 STREET 2: POST OFFICE BOX 692000 MS 110701 CITY: HOUSTON STATE: TX ZIP: 77269-2000 SC 13D 1 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------ SCHEDULE 13D Under the Securities Exchange Act of 1934 TANDEM COMPUTERS INCORPORATED (Name of Issuer) COMMON STOCK $0.25 PAR VALUE (Title of Class of Securities) ----------- 875370108 -------------- (CUSIP Number) COMPAQ COMPUTER CORPORATION (Name of Persons Filing Statement) J. David Cabello, Esq. Senior Vice President General Counsel and Secretary Compaq Computer Corporation 20555 SH 249 Houston, TX 77070 Tel. No.: (281) 370-0670 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 22, 1997 (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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] ============================================================================== SCHEDULE 13D CUSIP No. 875370108 - --------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Compaq Computer Corporation 76-0011617 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 7 SOLE VOTING POWER 17,400,000(1)(2) NUMBER OF SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON None WITH 9 SOLE DISPOSITIVE POWER 17,400,000(1)(2) 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,400,000(1)(2) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.98(3) 14 TYPE OF REPORTING PERSON* HC; CO o*SEE INSTRUCTIONS BEFORE FILLING OUT! SEC 1746 (9-88) 2 of 7
Draft: 1.25.91 1. The shares of common stock of Tandem Computers Incorporated (the "Issuer") covered by this report are purchasable by Compaq Computer Corporation ("Compaq") upon exercise of an option (the "Option") granted to Compaq pursuant to the Stock Option Agreement dated as of June 22, 1997 between the Issuer and Compaq (the "Stock Option Agreement"), and described in Item 4 of this report. Prior to the exercise of the Option, Compaq is not entitled to any rights as a shareholder of the Issuer as to the shares covered by the Option. The number of shares of common stock of the Issuer purchasable by Compaq under the Option, which is initially set to equal 17,400,000 shares, will be adjusted in certain circumstances, provided that the number of shares purchasable by Compaq upon exercise of the Option at the time of its exercise may not exceed 15% of the total outstanding shares of common stock of the Issuer immediately prior to the time of such exercise. The Option may only be exercised upon the happening of certain events, none of which has occurred as of the date hereof. Prior to such exercise, Compaq expressly disclaims beneficial ownership of the shares of common stock of the Issuer which are purchasable by Compaq upon exercise of the Option. 2. The number of shares indicated represents approximately 15% of the total outstanding shares of common stock of the Issuer as of June 20, 1997, excluding shares issuable upon exercise of the Option. 3. Adjusted to reflect the issuance by the Issuer of 17,400,000 shares of common stock of the Issuer upon exercise of the Option as described herein. Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $.025 per share (the "Common Stock," an individual share of which is a "Share"), of Tandem Computers Incorporated, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 19333 Vallco Parkway, Cupertino, CA 95014. Item 2. Identity and Background This Schedule 13D is filed by Compaq Computer Corporation ("Compaq"), a Delaware corporation, that is the world's largest supplier of personal computers. Compaq develops and sells its products along four customer-focused global product groups: PC Products, Enterprise Computing, Consumer Products and Communication Products. Compaq's principal offices are located at 20555 SH 249, Houston, TX 77070. During the last five years, to the best of Compaq's knowledge, neither Compaq nor any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. All executive officers and directors of Compaq are citizens of the United States except Eckhard Pfeiffer, Andreas Barth and Hans W. Gutch, who are citizens of Germany. The name, business address and present principal occupation (including the name and address of the corporation or organization in which such employment is conducted) of each executive officer and director is set forth in Schedule A to this Schedule 13D and is specifically incorporated herein by reference. Item 3. Source and Amount of Funds or Other Consideration This Statement relates to an option granted to Compaq by the Issuer to purchase shares of Common Stock from the Issuer as described in Item 4 below (the "Option"). The Option entitles Compaq to purchase up to 17,400,000 Shares (the "Option Shares") under the circumstances specified in the Stock Option Agreement dated as of June 22, 1997 between Compaq and the Issuer (the "Stock Option Agreement") and as described in Item 4 below, for a purchase price of $22.44 per Share (the "Purchase Price"). The number of Option Shares will be adjusted in certain circumstances, provided that the number of shares purchasable by Compaq upon exercise of the Option at the time of its exercise may not exceed 15% of the total outstanding shares of Common Stock of the Issuer immediately prior to the time of such exercise. Reference is hereby made to the Stock Option Agreement, which is included as Exhibit 2.2 to the Current Report on Form 8-K filed by Compaq on June 26, 1997 (the "Form 8-K"), for the full text of its terms, including the conditions upon which it may be exercised. The Stock Option Agreement is incorporated herein by reference in its entirety. The Option was granted by the Issuer as an inducement to Compaq to enter into the Agreement and Plan of Merger dated as of June 22, 1997 among Compaq, Compaq-Project, Inc. ("Merger Subsidiary") and the Issuer (the "Merger Agreement"). Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein (including approval by the stockholders of Issuer and various regulatory agencies), Merger Subsidiary will merge with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation (the "Surviving Corporation"), and each issued and outstanding share of Common Stock of the Issuer (other than those shares owned by the Issuer or Compaq) will be converted into the right to receive 0.21 shares of common stock, $0.01 par value per share, of Compaq. If the Merger is consummated, the Option will not be exercised. No monetary consideration was paid by Compaq to the Issuer for the Option. If Compaq elects to exercise the Option, it currently anticipates that the funds to pay the Purchase Price will be generated by available working capital. Item 4. Purpose of Transaction As stated above, the Option was granted to Compaq in connection with the execution of the Merger Agreement as an inducement to Compaq to enter into the Merger Agreement. The Option shall become exercisable upon the occurrence of certain events set forth in Section 2 of the Stock Option Agreement, none of which has occurred at the time of this filing. If the Merger is consummated in accordance with the terms of the Merger Agreement, the Board of Directors of the Surviving Corporation shall consist of the directors of Merger Subsidiary at the effective time of the Merger (all of whom will be directors or officers of Compaq) (the "Effective Time") and the officers of the Surviving Corporation shall be the officers of Tandem at the Effective Time. The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation (except that Article 1 shall be amended to read "The name of the company is Tandem Computers Incorporated"). The bylaws of Merger Subsidiary in effect at the Effective Time shall be the bylaws of the Surviving Corporation. In the event the Merger is consummated, the Tandem Common Stock will be delisted from the New York Stock Exchange and any other exchange on which it is listed, and will become eligible for termination of registration under the Act, as amended. The descriptions herein of the Stock Option Agreement and the Merger Agreement are qualified in their entirety by reference to such agreements, copies of which were filed as Exhibits 2.2 and 2.1, respectively, to the Form 8-K and which are incorporated herein by reference in their entirety. Other than as described above, Compaq has no plans or proposals which relate to, or may result in, any of the matters listed in items 4(a)-(j) of Schedule 13D (although Compaq reserves the right to develop such plans). Item 5. Interest in Securities of the Issuer As a result of the issuance of the Option, Compaq may be deemed to be the beneficial owner of 17,400,000 Shares, which would represent approximately 12.98% of the Shares outstanding after exercise of the Option (based on the number of Shares outstanding on June 20, 1997, as set forth in the Merger Agreement). Compaq will have sole voting and dispositive power with respect to such Shares. The Option Shares described herein are subject to the Option, which is not currently exercisable. Nothing herein shall be deemed to be an admission by Compaq as to the beneficial ownership of any Shares, and, prior to exercise of the Option, Compaq disclaims beneficial ownership of all Option Shares. Except as described herein, neither Compaq nor, to the best of Compaq's knowledge, any other person referred to in Schedule A attached hereto, beneficially owns or has acquired or disposed of any Shares of the Issuer during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Except for the Merger Agreement and the Stock Option Agreement, none of the persons named in Item 2 has any contracts, arrangements, understandings or relationships (legal or otherwise) with any persons with respect to any securities of the Issuer, including, but not limited to, transfers or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit Description - ------- ----------- 1 Stock Option Agreement dated as of June 22, 1997 between Tandem Computers Incorporated, as Issuer, and Compaq Computer Corporation, as Grantee (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Compaq Computer Corporation dated June 26, 1997 (the "Form 8-K")). 2 Agreement and Plan of Merger dated as of June 22, 1997, among Compaq Computer Corporation, Compaq-Project, Inc. and Tandem Computers Incorporated (incorporated by reference from Exhibit 2.1 to the Form 8-K). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and accurate. July 2, 1997 COMPAQ COMPUTER CORPORATION By: /s/ Earl L. Mason ----------------------------- Name: Earl L. Mason Title: Senior Vice President and Chief Financial Officer SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF COMPAQ The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Compaq Computer Corporation ("Compaq") are set forth below. If no business address is given the director's or officer's business address is 20555 SH 249, Houston, TX 77070. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Compaq.
Name and Business Address Present Principal Occupation - ------------------------------------------------------------ --------------------------------------------- Directors Benjamin M. Rosen........................................... Chairman of the Board; Chairman, Rosen Motors Sevin Rosen Management Company 200 Park Avenue, Suite 4503 New York, New York 10166 Eckhard Pfeiffer............................................ President and Chief Executive Officer Lawrence T. Babbio, Jr...................................... Vice Chairman, Bell Atlantic Corporation Bell Atlantic Corporation 1310 North Courthouse Road, 11th Floor Arlington, Virginia 22201 Robert Ted Enloe, III....................................... Managing Partner, Balquita Partners, Ltd. Balquita Partners, Ltd. 3102 Maple Avenue, Suite 200 Dallas, Texas 75201 George H. Heilmeier......................................... Chairman of the Board and Chief Executive Officer, Bell Bell Communications Research Communications Research, Inc. Morris Corporate Center (MCC) 445 South Street Morristown, New Jersey 07960-6438 Adm. George E.R. Kinnear II, USN (Ret.)..................... Chairman Emeritus, Retired Officers Association of the Retired Officers Association of the United States United States; Chairman of the Audit Committee 20 Roaring Rock Road York Harbor, Maine 03909-1503 Peter N. Larson............................................. Chairman and Chief Executive, Brunswick Corporation Brunswick Corporation 1 N. Field Court Lake Forrest, Illinois 60045 Kenneth I. Lay.............................................. Chairman of the Board and Chief Executive Officer, Enron ENRON Corp. Corp. 1400 Smith Street, 50th Floor Houston, Texas 77002 Kenneth Roman............................................... Independent Management Consultant 866 Third Avenue 26th Floor New York, New York 10022 Lucille S. Salhany.......................................... President and Chief Executive Officer, United Paramount United Paramount Network (UPN) Network 11800 Wilshire Blvd. Los Angeles, California 90025
Name and Business Address Present Principal Occupation - ------------------------------------------------------------ --------------------------------------------- Executive Officers (Who Are Not Directors) Andreas Barth............................................... Senior Vice President, Europe, Middle East and Africa J. David Cabello............................................ Senior Vice President, General Counsel and Secretary Hans W. Gutsch.............................................. Senior Vice President, Human Resources and Environment Michael D. Heil............................................. Senior Vice President, Consumer Products Group Alan G. Lutz................................................ Senior Vice President, Communication Products Group Earl L. Mason............................................... Senior Vice President and Chief Financial Officer Gregory E. Petsch........................................... Senior Vice President, Manufacturing and Quality John T. Rose................................................ Senior Vice President, Enterprise Computing Group Richard N. Snyder........................................... Senior Vice President, Worldwide Sales, Marketing, Service and Support Robert W. Stearns........................................... Senior Vice President, Technology and Corporate Development Michael J. Winkler.......................................... Senior Vice President, PC Products Group John W. White............................................... Vice President and Chief Information Officer
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