SC TO-C

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE TO-C
            Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                            EFFICIENT NETWORKS, INC.
                            (Name of Subject Company)

                             MEMPHIS ACQUISITION INC.
                               SIEMENS CORPORATION
                           SIEMENS AKTIENGESELLSCHAFT
                       (Names of Filing Persons (Offeror))


                    Common Stock, Par Value $0.001 Per Share
                         (Title of Class of Securities)


                                    282056100
                      (CUSIP Number of Class of Securities)


                             Kenneth R. Meyers, Esq.
                               Siemens Corporation
                              153 East 53rd Street
                            New York, New York 10022
                                 (212) 258-4000

  (Name, Address and Telephone Number of Persons Authorized to Receive Notices
                 and Communications on Behalf of Filing Persons)



                                    Copy to:
                              Peter D. Lyons, Esq.
                               Shearman & Sterling
                              599 Lexington Avenue
                            New York, New York 10022
                                 (212) 848-4000

                            CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
   Transaction Valuation                                 Amount of Filing Fee
- --------------------------------------------------------------------------------
      Not Applicable                                       Not Applicable
- --------------------------------------------------------------------------------

                                       1



[ ]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:                          Filing Party:
                        ----------------                       -----------------
Form or Registration No.:                        Date Filed:
                          --------------                     -------------------

|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement
relates:

|X|  third-party tender offer subject to Rule 14d-1.
[ ]  issuer tender offer subject to Rule 13e-4.
[ ]  going-private transaction subject to Rule 13e-3.
[ ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]



                                       2




                                  EXHIBIT INDEX

Exhibit
  No.          Description
- --------       -----------

99.1           Press Release issued by Siemens Aktiengesellschaft on
               February 22, 2001.

EX-99.1

[SIEMENS LOGO]                                               Press Presse Prensa





                                                 Information and
                                                 Communication Networks

                                                 For the business press
                                                 Munich/Dallas, 22 February 2001

Siemens to acquire global DSL leader Efficient Networks, Inc. for $1.5 billion

Major step for Information and Communication Networks Group within its strategy
to become a leading company in DSL Broadband Access worldwide


Siemens Information and Communication Networks Group (ICN) will strengthen its
position in the digital subscriber line (DSL) broadband access market through
the acquisition of Efficient Networks, Inc. (Nasdaq: EFNT). Siemens and
Efficient Networks today announced that they have entered into a definitive
merger agreement, subject to regulatory clearances and approvals. Pursuant to
this agreement Siemens will commence a cash tender offer for all of Efficient
Networks' shares, for $23.50 per share or a total fully diluted consideration of
approximately $1.5 billion. Efficient Networks is a global leader in DSL
customer premises equipment (CPE) for the broadband access market. With this
important acquisition Siemens ICN enhances its position as one of the top
worldwide broadband access equipment suppliers.


Efficient Networks posted revenues of $394 million for calendar year 2000.
Efficient Networks' DSL CPE enables communication service providers to offer
broadband access services to small and medium-size businesses, branch offices of
large corporations and residential customers. Efficient Networks' product line
includes DSL modems, routers, integrated access devices (IADs) supporting voice
and data services, as well as

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Siemens AG                                Reference Number: ICN 2001 02.043 e
Corporate Communications                  Press Office
Press Office                              Information and Communication Networks
Peter Gottal                              Andreas Fischer
Tel. +49 89 636 33645; Fax: -32825        Tel.: +49 89 722 33988; Fax: -23855
E-mail: peter.gottal@cc.siemens.de        E-mail: andreas.fischer@icn.siemens.de





management systems and software. The transaction will enable Siemens and
Efficient Networks to offer innovative DSL solutions to the market more quickly
by leveraging their complementary technologies.


Today, Siemens is already a leading equipment provider in the DSL market
focusing on DSLAM (Digital Subscriber Line Access Multiplexer) technology for
service providers. With the acquisition of Efficient Networks, Siemens now
extends its broadband access portfolio with leading enterprise and end-user
equipment from Efficient Networks. Roland Koch, President of Siemens' ICN Group
and member of the Management Board of Siemens commented: "This acquisition is a
major step in our 4P-strategy to strengthen our portfolio, to optimize
processes, to energize people and to increase our profitability. With our focus
on broadband access solutions, we can now offer our customers a comprehensive
range of end-to-end solutions. This milestone dramatically supports our goal in
this rapidly growing market segment, to be among the top three global suppliers
in three years."


Efficient Networks' founder and Chairman of the Board, Mark A. Floyd said: "This
transaction reinforces our commitment to driving the adoption of broadband
networks and services. We continue to believe that the DSL market represents an
enormous growth opportunity. The combination with Siemens ICN - with
representation in over 160 countries - will allow us to further accelerate the
growth of our combined broadband business." Mark Floyd will become President of
ICN's Access Solutions division and will have worldwide responsibility for this
business. Efficient Networks' management team will continue to manage all of
Efficient Networks' activities within the Access Solutions division at Siemens
ICN.


The Management Board of Siemens and the Board of Directors of Efficient Networks
have approved the Merger Agreement. The transaction is conditional upon, inter
alia, a majority of Efficient Networks' shares being tendered and not withdrawn
and the receipt of required regulatory approvals and clearances. Once regulatory
approvals and clearances are

                                                                             2/4
Siemens AG                                Reference Number: ICN 2001 02.043 e
Corporate Communications                  Press Office
Press Office                              Information and Communication Networks
Peter Gottal                              Andreas Fischer
Tel. +49 89 636 33645; Fax: -32825        Tel.: +49 89 722 33988; Fax: -23855
E-mail: peter.gottal@cc.siemens.de        E-mail: andreas.fischer@icn.siemens.de




received, it is anticipated that the acquisition of Efficient Networks will be
completed in the shortest possible timeframe.


Efficient Networks also announced today that it has been selected by SBC
Communications, Inc. as its provider of external Ethernet-attached DSL modems.
The agreement between Efficient Networks and SBC covers a one-year period with
two discretionary one-year extensions. Efficient Networks has been supplying DSL
modems to SBC since its initial agreement in October 1999.



Introduction to the DSL Technology

DSL technology uses the existing copper telephone wire infrastructure to
transmit high volumes of data, voice and video at high speeds. DSL provides
always-on Internet access without the need for dialing in. The telephone uses
only part of the frequency available on these copper lines; DSL increases their
capacity by splitting the line - using the higher frequencies for data, the
lower for voice and fax - by attaching special equipment to both ends of the
line. DSLAM equipment installed at the supplier's end consolidates traffic from
individual DSL connections into backbone networks connecting to ISPs or
corporate networks. CPE is installed at the customer's end. It can take various
forms, including single-user modems, multi-user modems and routers, which
typically have more features, as well as IADs which can deliver both data and
voice services.



With the aggressive roll-out of DSL services worldwide, there is significant
potential for continued growth of the DSL market in the coming years. Market
research indicates that worldwide annual shipments of DSL CPE will have
increased to more than 50 million units in 2005.

                                                                             3/4
Siemens AG                                Reference Number: ICN 2001 02.043 e
Corporate Communications                  Press Office
Press Office                              Information and Communication Networks
Peter Gottal                              Andreas Fischer
Tel. +49 89 636 33645; Fax: -32825        Tel.: +49 89 722 33988; Fax: -23855
E-mail: peter.gottal@cc.siemens.de        E-mail: andreas.fischer@icn.siemens.de





Efficient Networks

Efficient Networks, based in Dallas, Texas, USA, is a leading independent
developer and supplier of high-speed DSL CPE. Efficient Networks has
approximately 600 employees. Efficient Networks' customers include network
service providers, network equipment vendors and carrier-aligned distributors.
Significant customers for the calendar year 2000 include: AOL, Bell South,
Hanaro Telecom, SBC Communications, Singapore Telecom, Sprint, TeleDanmark,
Telefonica and Worldcom.

Efficient Networks reported sales of $102.5 million in the quarter ended
December 31, 2000. Losses before interest, tax and amortization were $8.6
million for the period. As of December 31, 2000, Efficient Networks had total
stockholders' equity of $987.9 million, cash and short-term investments of
$436.4 million and convertible subordinated notes of $400.0 million.



Siemens Information and Communication Networks Group


Siemens Information and Communication Networks Group (ICN) is a leading provider
of integrated voice and data networks for enterprises, carriers and service
providers. Its comprehensive portfolio comprises, in particular, IP-based
convergence solutions, and a full range of products for broadband access,
optical transport networks, as well as the integration, services and
applications business. The Siemens Group provides complete solutions from a
single source for the infrastructure of the Next Generation Internet, a
prerequisite for mobile business. In fiscal year 2000 (year-end 30 September
2000) ICN posted sales of 11.4 billion Euro, and earnings before interest and
taxes (EBIT) of 692 million Euro. ICN employs 53,000 people worldwide.

Further information about ICN is available at:
http://www.ic.siemens.com/networks
- ----------------------------------






Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer referred to in the press release, when they become available,
because they will contain important information. The tender offer statement will
be filed by Siemens with the Securities and Exchange Commission (SEC). The
solicitation/recommendation statement will be filed by Efficient Networks with
the SEC. Investors and security holders may obtain a free copy of these
statements (when available) and other documents filed by Siemens and Efficient
Networks at the SEC's web site at www.sec.gov.



                                                                             4/4
Siemens AG                                Reference Number: ICN 2001 02.043 e
Corporate Communications                  Press Office
Press Office                              Information and Communication Networks
Peter Gottal                              Andreas Fischer
Tel. +49 89 636 33645; Fax: -32825        Tel.: +49 89 722 33988; Fax: -23855
E-mail: peter.gottal@cc.siemens.de        E-mail: andreas.fischer@icn.siemens.de