-----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, Dj33b5EHnsGoLJMvhF0HtbGWerR8kB8RYlVnj14AMXL1TbG8hUw7RP3BwvSy8VYc /UcmynBcTHEJeRsHNrrKDQ== 0000912057-99-002934.txt : 19991102 0000912057-99-002934.hdr.sgml : 19991102 ACCESSION NUMBER: 0000912057-99-002934 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991101 GROUP MEMBERS: DLZ CORP GROUP MEMBERS: GUPTA CHILDREN'S TRUST AGREEMENT GROUP MEMBERS: NARENDRA AND VINITA GUPTA LIVING TRUST GROUP MEMBERS: NARENDRA K. GUPTA GROUP MEMBERS: THE NAREN AND VINITA GUPTA FOUNDATION GROUP MEMBERS: VINITA GUPTA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL LINK CORP CENTRAL INDEX KEY: 0000810467 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770067742 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44579 FILM NUMBER: 99738563 BUSINESS ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089-1300 BUSINESS PHONE: 4087456200 MAIL ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL LINK CORP CENTRAL INDEX KEY: 0000810467 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770067742 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-44579 FILM NUMBER: 99738564 BUSINESS ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089-1300 BUSINESS PHONE: 4087456200 MAIL ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DLZ CORP CENTRAL INDEX KEY: 0000860066 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087454570 MAIL ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DLZ CORP CENTRAL INDEX KEY: 0000860066 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087454570 MAIL ADDRESS: STREET 1: 217 HUMBOLDT COURT CITY: SUNNYVALE STATE: CA ZIP: 94089 SC 14D1/A 1 SCHEDULE 14D-1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT (PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 8) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8) DIGITAL LINK CORPORATION (Name of Subject Company) DLZ CORP. VINITA GUPTA NARENDRA K. GUPTA GUPTA CHILDREN'S TRUST AGREEMENT NARENDRA AND VINITA GUPTA LIVING TRUST THE NAREN AND VINITA GUPTA FOUNDATION (Bidders) COMMON STOCK, NO PAR VALUE PER SHARE (Title of Class of Securities) 253856 10 8 (CUSIP Number of Class of Securities) ------------------------ VINITA GUPTA DLZ CORP. P.O. BOX 620154 WOODSIDE, CALIFORNIA 94062-0154 (408) 745-4550 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) ------------------------ COPY TO: CHRISTOPHER KAUFMAN, ESQ. LATHAM & WATKINS 135 COMMONWEALTH DRIVE MENLO PARK, CALIFORNIA 94025 (650) 328-4600 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- DLZ Corp., a California corporation ("Purchaser") hereby amends and supplements its Tender Offer Statement on Schedule 14D-1, as amended (the "Schedule 14D-1"), filed with the Securities and Exchange Commission on September 10, 1999, with respect to the offer to purchase any and all of the shares of Common Stock, no par value per share, of Digital Link Corporation, a California corporation, for a purchase price of $10.30 per share upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal. This Amendment No. 8 to the Schedule 14D-1 also constitutes Amendment No. 8 to the Statement on Schedule 13D of Purchaser and Vinita Gupta, Narendra Gupta, the Gupta Children's Trust Agreement, the Narendra and Vinita Gupta Living Trust and The Naren and Vinita Gupta Foundation. Capitalized terms not defined herein have the meaning ascribed to them in the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. Item 10(f) of the Schedule 14D-1 is hereby amended and supplemented by amending and supplementing the Offer to Purchase as follows: 1. On November 1, 1999, Purchaser issued a press release, a copy of which is attached hereto as exhibit (a)(15) and is incorporated herein by reference, relating to the increase in the per share purchase price from $10.30 to $10.85, and the extension of the Offer until 12:00 midnight, New York City time, on Friday, November 15, 1999. 2. The following paragraph is added after the last paragraph under "Special Factors -- Section 1. Background of the Offer", beginning on page 4 of the Offer to Purchase: Purchaser determined to increase the tender offer price following contacts between representatives of the Purchaser and representatives of Kopp Investment Advisors, Inc., a registered investment advisor ("Kopp"). Purchaser believes that Kopp is the largest institutional owner of Shares and according to the latest publicly available report on Form 13F filed by Kopp and its affiliates, as of June 30, 1999, such entities collectively beneficially owned 762,025 Shares or approximately 9.4% of the outstanding Shares. On October 29, 1999, representatives of Kopp indicated to representatives of Purchaser that Kopp was prepared to tender all of the Shares beneficially owned by it if the Offer Price were increased to $10.85 per share. On November 1, 1999, representatives of the Purchaser contacted Kopp and informed Kopp that the Purchaser had announced an increase in its offer for the Shares to $10.85 per Share. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 of the Schedule 14D-1 is hereby amended and supplemented by the following: (a)(15) Press Release dated November 1, 1999. 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: November 1, 1999 DLZ CORP. By: /s/ VINITA GUPTA -------------------------------------- Name: Vinita Gupta Title: President and Chief Executive Officer GUPTA CHILDREN'S TRUST AGREEMENT By: /s/ VINITA GUPTA -------------------------------------- Name: Vinita Gupta Title: Trustee By: /s/ NARENDRA K. GUPTA -------------------------------------- Name: Narendra K. Gupta Title: Trustee NARENDRA AND VINITA GUPTA LIVING TRUST By: /s/ VINITA GUPTA -------------------------------------- Name: Vinita Gupta Title: Trustee By: /s/ NARENDRA K. GUPTA -------------------------------------- Name: Narendra K. Gupta Title: Trustee THE NAREN AND VINITA GUPTA FOUNDATION By: /s/ VINITA GUPTA -------------------------------------- Name: Vinita Gupta Title: Trustee By: /s/ NARENDRA K. GUPTA -------------------------------------- Name: Narendra K. Gupta Title: Trustee /s/ VINITA GUPTA --------------------------------------------- Vinita Gupta /s/ NARENDRA K. GUPTA --------------------------------------------- Narendra K. Gupta
EX-99.(A)(15) 2 EXHIBIT (A)(15) EXHIBIT (a)(15) PRESS RELEASE FOR IMMEDIATE RELEASE: CONTACT: LARRY DENNEDY MACKENZIE PARTNERS, INC. (212) 929-5500 DLZ CORP. INCREASES OFFER FOR DIGITAL LINK TO $10.85 PER SHARE; EXTENDS TENDER OFFER TO NOVEMBER 15, 1999 SANTA CLARA, California, November 1, 1999 -- DLZ Corp. announced today that it had increased its offer to purchase the outstanding shares of Digital Link, Inc. (NASDAQ:DLNK) to $10.85 cash per share. The offer has also been extended and will now expire at 12:00 midnight New York City time on Monday, November 15, 1999. As of 12:00 midnight New York City time on October 29, 1999, 2,690,031 shares of Digital Link stock had been tendered which, together with shares held by DLZ and its affiliates, constitutes approximately 83.5% of the outstanding Digital Link stock. DLZ determined to increase the tender offer price following discussions with representatives of its largest institutional investor. On October 29, 1999, the investor indicated that it was prepared to tender all of the shares it beneficially owned if the tender offer price were increased to $10.85 per share. As previously disclosed, under California law DLZ cannot consummate the tender offer, together with a follow-on short-form merger, unless the shares tendered in the tender offer, together with the shares already held by DLZ and its affiliates, equal at least 90% of Digital Link's outstanding shares. If as a result of the tender of sufficient additional shares, DLZ is able to reach the 90% minimum, it intends to proceed following completion of the tender offer with a short-form merger at the same price of $10.85 per share. The Information Agent for the Tender Offer is MacKenzie Partners, Inc. Additional information and copies of the tender offer documents can be obtained from MacKenzie by calling (800) 322-2885 Toll-Free or by calling (212) 929-5500. About Digital Link Digital Link Corporation is leading provider of high-performance, cost-effective, digital network access products for narrowband and broadband applications. The company offers access solutions that increase the level of intelligence at the demarcation point where LAN's and WAN's meet. These products are used by Internet service providers and carriers as infrastructure equipment, and by enterprises for connectivity to WAN services. Digital Link is headquartered in Sunnyvale, California, and offers its products worldwide. Additional information about Digital Link is available at: http://www.dl.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----