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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
DIGITAL LINK CORPORATION
(Name of the Issuer)
DLZ CORP.
VINITA GUPTA
NARENDRA K. GUPTA
GUPTA CHILDREN'S TRUST AGREEMENT
NARENDRA AND VINITA GUPTA LIVING TRUST
THE NAREN AND VINITA GUPTA FOUNDATION
(Name of the Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
253856 10 8
(CUSIP Number of Class of Securities)
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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 Person(s) Filing Statement)
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COPIES TO:
CHRISTOPHER KAUFMAN, ESQ. DAVID HEALY, ESQ.
Latham & Watkins Fenwick & West LLP
135 Commonwealth Drive Two Palo Alto Square
Menlo Park, California 94025 Palo Alto, California 94306
(650) 328-4600 (650) 494-0600
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DLZ Corp., a California corporation ("Purchaser") hereby amends and
supplements its Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
"Schedule 13E-3"), 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. Capitalized terms not defined herein have the
meaning ascribed to them in the Schedule 13E-3.
ITEM 14. FINANCIAL INFORMATION
Item 14 of the Schedule 14D-1 is hereby amended and supplemented to
incorporate by reference the Company's press release dated October 11, 1999,
announcing financial results of the third quarter ended September 30, 1999,
attached hereto as exhibit (d)(9).
ITEM 16. ADDITIONAL INFORMATION.
Item 16 of the Schedule 13E-3 is hereby amended and supplemented by amending
and supplementing the Offer to Purchase, previously incorporated by reference to
Item 10(f) of the Schedule 14D-1, as follows:
1. The text of the section entitled "Special Factors--Section 4. Fairness
of the Offer and the Merger", beginning on page 8 of the Offer to Purchase, is
amended to insert the word "procedural" in front of "fairness" in the fifth
sentence of the second paragraph, so that the paragraph reads in its entirety as
follows:
Consummation of the Offer is subject to the Minimum Condition and therefore
requires the tender of the holders of a majority of the Shares unaffiliated with
the Gupta Investors. However, consummation of the Merger through a long-form
merger does not require approval of a majority of shareholders unaffiliated with
the Gupta Investors. Shareholders who do not vote for the merger will have
appraisal rights to the extent provided under applicable law. See "Special
Factors--Section 7. Dissenter's Rights." The Purchaser did not structure the
Merger to require the approval of a majority of the Shares held by shareholders
unaffiliated with the Gupta Investors, because such approval is not required
under the CGCL and because the Purchaser, the Gupta Investors and the Gupta
Foundation believe that the procedural fairness of the transaction was
established by other factors, including the arms' length bargaining between the
Purchaser and the Special Committee. The Special Committee was comprised of all
directors who were not employees of the Company or affiliated with the
Purchaser, which directors constituted a majority of the Board. The transaction
was negotiated by the Special Committee, which was advised during the
negotiations by legal counsel and its financial advisor, DRW, and DRW rendered
its opinion as to the fairness, from a financial point of view, of the
consideration receivable pursuant to the Merger Agreement by holders of Shares.
In light of the foregoing factors, the Special Committee did not retain an
unaffiliated representative to act solely on behalf of shareholders unaffiliated
with Purchaser or the Gupta Investors for the purpose of negotiating the terms
of the Offer and the Merger or preparing a report concerning the fairness of the
transaction.
2. The following sentence is added at the end of the third paragraph under
"Opinion of Sutter Securities in the section "Special Factors--Section 4.
Fairness of the Offer and the Merger", beginning on page 8 of the Offer to
Purchase:
The Purchaser, the Gupta Investors and the Gupta Foundation relied upon
Sutter Securities' expertise in providing fairness opinions and did not request,
and Sutter Securities did not provide, a presentation by Sutter Securities of
the analyses conducted by Sutter Securities in connection with the rendering of
its opinion with respect to the fairness of the Transaction and the Merger
Consideration from a financial point of view to the Company's shareholders
(other than the Purchaser and the Gupta Investors).
Item 16 of the Schedule 13E-3 is hereby further amended and supplemented by
incorporating by reference the Company's press release dated October 14, 1999,
announcing denial of plaintiffs' motion for
a temporary restraining order in connection with certain purported class action
litigation relating to the Offer and the Merger, attached hereto as exhibit
(d)(10).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
Item 17 of the Schedule 13E-3 is hereby amended and replaced by the
following:
(a)(1) Commitment Letter dated September 9, 1999, between Comerica
Bank-California and DLZ Corp. (filed as exhibit (b)(1) to the Schedule 14D-1 and
incorporated herein by reference).
(a)(2) Commitment Letter dated September 9, 1999, between Comerica
Bank-California and DLZ Corp. (filed as exhibit (b)(2) to the Schedule 14D-1 and
incorporated herein by reference).
(b)(1) Fairness Opinion of Sutter Securities Incorporated, dated as of
September 3, 1999 (attached as Schedule I to the Offer to Purchase and
incorporated herein by reference).
(b)(2) Fairness Opinion of Dain Rauscher Wessels, dated as of September 3,
1999.
(b)(3) Presentation to the Special Committee of the Board of Directors of
Digital Link Corporation by Dain Rauscher Wessels, dated September 2, 1999.
(c)(1) Agreement and Plan of Merger dated as of September 3, 1999, between
DLZ Corp. and Digital Link Corporation (filed as exhibit (c)(1) to the Schedule
14D-1 and incorporated herein by reference).
(c)(2) Form of Subscription Agreement to be entered into by DLZ Corp. and
certain members of the Gupta Family (filed as exhibit (c)(2) to the Schedule
14D-1 and incorporated herein by reference).
(c)(3) Depositary Agreement dated September 9, 1999, between Harris Trust
Company of New York and DLZ Corp. (filed as exhibit (c)(3) to the Schedule 14D-1
and incorporated herein by reference).
(d)(1) Offer to Purchase (filed as exhibit (a)(1) to the Schedule 14D-1 and
incorporated herein by reference).
(d)(2) Letter of Transmittal (filed as exhibit (a)(2) to the Schedule 14D-1
and incorporated herein by reference).
(d)(3) Notice of Guaranteed Delivery (filed as exhibit (a)(3) to the
Schedule 14D-1 and incorporated herein by reference).
(d)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (filed as exhibit (a)(4) to the Schedule 14D-1 and incorporated
herein by reference).
(d)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (filed as exhibit (a)(5) to the Schedule
14D-1 and incorporated herein by reference).
(d)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (filed as exhibit (a)(6) to the Schedule 14D-1 and
incorporated herein by reference).
(d)(7) Text of Press Release issued jointly by Purchaser and by the Company,
dated September 3, 1999 (filed as exhibit (a)(7) to the Schedule 14D-1 and
incorporated herein by reference).
(d)(8) Summary Advertisement, dated September 10, 1999 (filed as exhibit
(a)(8) to the Schedule 14D-1 and incorporated herein by reference).
(d)(9) Press Release issued by the Company dated October 11, 1999.
(d)(10) Press Release issued by the Company dated October 14, 1999.
(e)(1) Appraisal Rights of Dissenting Stockholders Under Chapter 13 of the
California General Corporation Law (attached as Schedule IV to the Offer to
Purchase and incorporated herein by reference).
(f) Not applicable.
(g)(1) Complaint in EDWARD ABOFF, ET AL. V. RICHARD C. ALBERDING, ET. AL.,
Case No. CV784389, filed with the Superior Court of the State of California for
the County of Santa Clara (filed as exhibit (g)(1) to the Schedule 14D-1 and
incorporated herein by reference).
(g)(2) Complaint in WILLIAM LEVY, ET. AL. V. DIGITAL LINK CORPORATION, ET.
AL., Case No. CV784407, filed with the Superior Court of the State of California
for the County of Santa Clara (filed as exhibit (g)(2) to the Schedule 14D-1 and
incorporated herein by reference).
(g)(3) Complaint in ANDREW CURTIS WRIGHT, ET. AL. V. DIGITAL LINK
CORPORATION, ET. AL., Case No. CV784405, filed with the Superior Court of the
State of California for the County of Santa Clara (filed as exhibit (g)(3) to
the Schedule 14D-1 and incorporated herein by reference).
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: October 15, 1999 DLZ CORP.
By: /s/ VINITA GUPTA
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Name: Vinita Gupta
Title: President and Chief Executive Officer
GUPTA CHILDREN'S TRUST AGREEMENT
By: /s/ VINITA GUPTA
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Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
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Name: Narendra K. Gupta
Title: Trustee
NARENDRA AND VINITA GUPTA LIVING TRUST
By: /s/ VINITA GUPTA
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Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
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Name: Narendra K. Gupta
Title: Trustee
THE NAREN AND VINITA GUPTA FOUNDATION
By: /s/ VINITA GUPTA
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Name: Vinita Gupta
Title: Trustee
By: /s/ NARENDRA K. GUPTA
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Name: Narendra Gupta
Title: Trustee
/s/ VINITA GUPTA
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Vinita Gupta
/s/ NARENDRA K. GUPTA
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Narendra K. Gupta