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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement Under Section 14(D)(1) or 13(E)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
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PROXICOM, INC.
(Name of Subject Company (Issuer))
PUTTER ACQUISITION CORP.
DIMENSION DATA HOLDINGS PLC
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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744282104
(CUSIP Number of Class of Securities)
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Patrick Quarmby
Corporate Finance Director
Dimension Data Holdings plc
Dimension Data Oval
1 Meadowbrook Lane
Epsom Downs, Sandton 2125
South Africa
Telephone: 011-27-11-709-1000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
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Copies to:
Morton A. Pierce, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
Telephone: (212) 259-8000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer:
Check the appropriate boxes below 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: [ ]
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SCHEDULE TO
This Amendment No. 3 ("Amendment No. 3") supplements and, as so
supplemented, amends the Tender Offer Statement originally filed on May 17, 2001
as amended by Amendment No. 1 filed on May 18, 2001 and Amendment No. 2 filed on
June 4, 2001 (as amended, the "Schedule TO"), by Dimension Data Holdings plc, a
public limited company incorporated in England and Wales ("Dimension Data"), and
Putter Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect
wholly-owned subsidiary of Dimension Data, relating to the offer by Purchaser to
purchase all of the outstanding shares of common stock, par value $0.01 per
share of Proxicom, Inc., a Delaware corporation, at a price of $7.50 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated May 17, 2001 (the
"Offer to Purchase") and in the related Letter of Transmittal.
All capitalized terms used in this Amendment No. 3 without definition have
the meanings attributed to them in the Schedule TO.
The Items of the Schedule TO set forth below are hereby supplemented and,
as so supplemented, amended as follows:
ITEM 11 Additional Information
Item 11 is hereby supplemented and, as so supplemented, amended by adding
the following:
"On June 7, 2001, Dimension Data issued a press release announcing that (1)
on June 5, 2001, the United States Federal Trade Commission granted early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR"), and (2) on June 7, 2001 the
German Federal Cartel Office ("FCO") gave clearance for the Offer as required by
the Act Against Restraints of Competition. Purchaser's obligations under the
Merger Agreement to accept for payment and pay for Shares tendered pursuant to
the Offer are conditioned, among other things, on the expiration or early
termination of the HSR waiting period and FCO clearance. A copy of the press
release is attached hereto as Exhibit (a)(5)(B)."
ITEM 12 Exhibits
Item 12 is hereby supplemented and, as so supplemented, amended by adding
the following exhibits:
"(a)(5)(B) Press release issued by Dimension Data on June 7, 2001."
SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of June 7, 2001 that the information set forth in
this statement is true, complete and correct.
DIMENSION DATA HOLDINGS PLC
By:/s/ P.K. Quarmby
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Name: P. K. Quarmby
Title: Director
PUTTER ACQUISITION CORP.
By:/s/ P.K. Quarmby
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Name: P. K. Quarmby
Title: Director
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(5)(B) Press release issued by Dimension Data on June 7, 2001.