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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. 1)
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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. 1 ("Amendment No. 1") supplements and, as so
supplemented, amends the Tender Offer Statement originally filed on May 17,
2001, 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 ("Proxicom"), pursuant to Purchaser's offer to purchase all
outstanding Shares 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 and in the related Letter of
Transmittal.
All capitalized terms used in this Amendment No. 1 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 12 Exhibits
Item 12 is hereby supplemented and, as so supplemented, amended by
adding the following exhibits:
"(a)(5)(A) Press release issued by Dimension Data on May 18, 2001."
SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of May 18, 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)(A) Press release issued by Dimension Data on May 18, 2001.