-----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, HGIQ19NPJRP1pNYoizPsQvigBoHXIwAkqQEov0WRkBcXA0f0dJZXkZXnjHacN4j+ sfHoeKGz/d3uFh9bYopVAA== 0000950123-99-007800.txt : 19990819 0000950123-99-007800.hdr.sgml : 19990819 ACCESSION NUMBER: 0000950123-99-007800 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990818 GROUP MEMBERS: LUCENT TECHNOLOGIES INC GROUP MEMBERS: SEATTLE ACQUISITION INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPECTRAN CORP CENTRAL INDEX KEY: 0000718487 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 042729372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-34595 FILM NUMBER: 99695035 BUSINESS ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083472261 MAIL ADDRESS: STREET 1: 50 HALL ROAD CITY: STURBRIDGE STATE: MA ZIP: 01566 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUCENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001006240 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 223408857 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 600 MOUNTAIN AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9085828500 MAIL ADDRESS: STREET 1: 600 MOUNTAIN AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: NS MPG INC DATE OF NAME CHANGE: 19960124 SC 14D1/A 1 AMENDMENT NO. 3 TO SCHEDULE 14D1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ SCHEDULE 14D-1 AMENDMENT NO. 3 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 ------------------ ------------------------------------------------------------------------------ SPECTRAN CORPORATION (Name of Subject Company) SEATTLE ACQUISITION INC. LUCENT TECHNOLOGIES INC. (Bidders) ------------------ COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of Class of Securities) ------------------ 847598109 (CUSIP Number of Class of Securities) ------------------ Pamela F. Craven, Esq. Seattle Acquisition Inc. C/o Lucent Technologies Inc. 600 Mountain Avenue Murray Hill, New Jersey 07974 (908) 582-8500 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) ------------------ Copies to: Irving L. Rotter, Esq. Sidley & Austin 875 Third Avenue New York, New York 10022 (212) 906-2000 ------------------ 2 TENDER OFFER This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 (as amended from time to time, the "Schedule 14D-1") filed with the Securities and Exchange Commission (the "Commission") on July 21, 1999 with respect to the offer by Seattle Acquisition Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Lucent Technologies Inc., a Delaware corporation (the "Parent"), to purchase all outstanding shares (the "Shares") of Common Stock, par value $.10 per share (the "Common Stock"), of SpecTran Corporation, a Delaware corporation (the "Company"), at $9.00 per Share (the "Offer Price"), net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 21, 1999 and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to Purchase referred to therein. ITEM 10. ADDITIONAL INFORMATION. The information set forth in Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by the following information: The Offer has been extended and will now expire at 12:00 midnight, Eastern time, on Tuesday, August 24, 1999 unless the Offer is further extended. Based on preliminary information provided by the Depositary, the Parent reported that as of 5:00 p.m., Eastern time, on August 17, 1999, approximately 3,314,031 Shares have been tendered pursuant to the Offer. A copy of the Parent's press release announcing such extension has been filed as Exhibit (a)(10) to this Amendment No. 3 and is incorporated herein by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(10) Text of Press Release, dated August 18, 1999, issued by Parent. SIGNATURES 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: August 18, 1999 SEATTLE ACQUISITION INC. By: /s/ PAMELA F. CRAVEN ----------------------------- Name: Pamela F. Craven Title: Vice President LUCENT TECHNOLOGIES INC. By: /s/ PAMELA F. CRAVEN ----------------------------- Name: Pamela F. Craven Title: Vice President-Law 2 3 EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------ ------------------- (a)(10) Text of Press Release, dated August 18, 1999, issued by Parent.
3 EX-99.A.10 2 TEXT OF PRESS RELEASE 1 News Release [LUCENT LOGO] Jeff Baum Lynn Newman 908-582-7635 (office) 908-582-3193 (office) 973-983-7086 (home) 973-993-8033 (home) jbaum@lucent.com lynnnewman@lucent.com LUCENT TECHNOLOGIES EXTENDS TENDER OFFER FOR SPECTRAN CORPORATION STOCK FOR RELEASE: WEDNESDAY, AUGUST 18, 1999 - --------------------------------------- MURRAY HILL, N.J. -- Lucent Technologies announced today that its tender offer for all outstanding shares of SpecTran Corporation's common stock for $9.00 per share has been extended until midnight Eastern time, Tuesday, August 24, 1999. Lucent said the offer was extended to give remaining shareholders additional time to tender their shares. Lucent's tender offer was scheduled to expire at midnight Eastern time, Tuesday, August 17, 1999. The depositary for the offer. The Bank of New York, has advised Lucent that 3,314,031 shares or 47.1 percent of SpecTran's shares outstanding (40.3 percent of SpecTran's shares outstanding on a fully diluted basis) have been tendered as of 5:00 p.m. on August 17, 1999. Lucent Technologies designs, builds and delivers a wide range of public and private networks, communications systems and software, data networking systems, business telephone systems and microelectronics components. Bell Labs is the research and development arm for the company. More information about Lucent Technologies, headquartered in Murray Hill, N.J., is available on its web site at http://www.lucent.com. ### -----END PRIVACY-ENHANCED MESSAGE-----