-----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, FY/G7mqrMiGBs1yLEBQ2M8MH3PRN5cfztolGi3ibXcyShZ26s1vrmdqEAMIrWtF7 7A+bRSxRrDSD/0zbhp8wOg== 0000929624-99-000095.txt : 19990122 0000929624-99-000095.hdr.sgml : 19990122 ACCESSION NUMBER: 0000929624-99-000095 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SHOPPING COM CENTRAL INDEX KEY: 0001045360 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 330733679 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53689 FILM NUMBER: 99509382 BUSINESS ADDRESS: STREET 1: 2101 E COAST HIGHWAY GARDEN LEVEL CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 7146404393 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPAQ INTERESTS INC CENTRAL INDEX KEY: 0001076825 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 760550398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20555 S H 249, MC 110701 STREET 2: C/O COMPAQ COMPUTER CORP CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 2815142937 MAIL ADDRESS: STREET 1: 20555 S H 249, MC110701 STREET 2: C/O COMPAQ COMPUTER CORP CITY: HOUSTON STATE: TX ZIP: 77070 SC 13D/A 1 AMENDMENT #1 TO SCHEDULE 13D - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) ---------------- Shopping.com (Name of Issuer) ---------------- Common Stock, no par value (Title of Class of Securities) ---------------- 82509Q-10-6 (CUSIP Number of Class of Securities) ---------------- Thomas C. Siekman Senior Vice President, General Counsel and Secretary Compaq Computer Corporation 20555 State Highway 249 Houston, Texas 77070 (281) 370-0670 (Name, Address and Telephone Number of Person authorized to Receive Notices and Communications) Copy to: Kenton J. King, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 220 Palo Alto, CA 94301 Telephone: (650) 470-4500 Facsimile: (650) 470-4570 January 20, 1999 (Date of Event Which Requires Filing This Statement) ---------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [_] (Continued on following pages) (Page 1 of 7 Pages) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------ 13D ------------------------- CUSIP No. 82509Q-10-6 Page 2 of 7 Pages - ------------------------ ------------------------- - ------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Compaq Interests, Inc. (76-0550398) - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF None SHARES -------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 13,287,699 See Item 4 EACH -------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH -------------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,287,699 See Item 4 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 53.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ------------------------ 13D -------------------------- CUSIP No. 82509Q-10-6 Page 3 of 7 Pages - ------------------------ -------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Compaq Computer Corporation - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF None SHARES --------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 13,287,699 See Item 4 EACH --------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON None WITH --------------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,287,699 See Item 4 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 53.1% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This Amendment No. 1 amends the statement on Schedule 13D (the "Statement" or the "Schedule 13D"), filed on January 15, 1999 by Compaq Computer Corporation, a Delaware corporation ("Parent"), and Compaq Interests, Inc. ("Purchaser"), a Delaware corporation, and an indirect, wholly owned subsidiary of Parent, relating to the common stock, no par value (the "Shares"), of Shopping.com, a California corporation (the "Company"). The address of the Company's principal executive offices is 2101 East Coast Highway, Garden Level, Corona Del Mar, California, 92625. Unless otherwise defined herein, each capitalized term used herein has the same meaning ascribed to it in the Schedule 13D. Item 4. Purpose of the Transaction. Items 4(a)-(g),(j) are amended by replacing them in their entirety with the following: (a)-(g), (j) The information set forth in the "INTRODUCTION," "Section 11-- Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements" and "Section 12--Plans for the Company; Other Matters" of the Offer to Purchase and the Supplemental Letter to Shareholders is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. Items 5(a)-(b) are amended by replacing them in their entirety with the following: (a) The information set forth in "Section 9--Certain Information Concerning Parent and Purchaser" and "Section 11--Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements" of the Offer to Purchase and the Supplemental Letter to Shareholders is incorporated herein by reference. (b) The number of Shares of the Company beneficially owned by each of Parent and Purchaser: (i) with respect to which there is sole voting power is none, (ii) with respect to which there is shared voting power is 13,287,699, (iii) with respect to which there is sole dispositive power is none, and (iv) with respect to which there is shared dispositive power is none. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is amended by replacing it in its entirety with the following: The information set forth in the "INTRODUCTION," "Section 9--Certain Information Concerning Parent and Purchaser," "Section 10--Source and Amount of Funds," "Section 11--Background of the Offer; Purpose of the Offer and the Merger; The Merger Agreement and Certain Other Agreements," "Section 12--Plans for the Company; Other Matters" and "Section 16--Fees and Expenses" of the Offer to Purchase and the Supplemental Letter to Shareholders is incorporated herein by reference. (Page 4 of 7 Pages) Item 7. Material to be Filed as Exhibits. Item 7 is amended by adding thereto the following documents, which are incorporated by reference from Amendment No. 1 to the Schedule 14D-1 Tender Offer Statement filed pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 by Compaq Computer Corporation and Compaq Interests, Inc. on January 21, 1999. (a)(10) Supplemental Letter to Shareholders dated January 21, 1999. (a)(11) Press Release, dated January 21, 1999, issued by Parent. (a)(12) Fairness Opinion of Trautman Kramer & Company, dated January 20, 1999. (c)(14) Amendment No. 1 to the Agreement and Plan of Merger, dated January 20, 1999, by and between Parent and the Company. (c)(15) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Robert McNulty. (c)(16) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Cyber Depot. (c)(17) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kipling Isle. (c)(18) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Paul Hill. (c)(19) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Ed Bradley. (c)(20) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Mark Winkler. (c)(21) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kristine Webster. (c)(22) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and John Markley. (c)(23) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Frank Denny. (c)(24) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Pat Demicco. (c)(25) Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Randy Read.
(Page 5 of 7 Pages) SIGNATURES After reasonable 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: January 21, 1999 Compaq Computer Corporation By: /s/ Earl L. Mason _________________________________ Name: Earl L. Mason Title: Senior Vice President and Chief Financial Officer (Page 6 of 7 Pages) SIGNATURES After reasonable 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: January 21, 1999 Compaq Interests, Inc. By: /s/ Earl L. Mason _________________________________ Name: Earl L. Mason Title: President (Page 7 of 7 Pages) EXHIBIT INDEX
Exhibit Number Exhibit --------- ------- (a)(1)+ Offer to Purchase, dated January 15, 1999 (a)(2)+ Letter of Transmittal (a)(3)+ Letter for use by Brokers, Dealers, Banks, Trust Companies and Nominees to their Clients (a)(4)+ Letter to Clients (a)(5)+ Notice of Guaranteed Delivery (a)(6)+ Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(7)+ Press Release issued by Parent, dated January 11, 1999 (a)(8)+ Form of Summary Advertisement, dated January 15, 1999 (a)(9)+ Fairness Opinion of Trautman Kramer & Company, dated January 11, 1999 (a)(10)++ Supplemental Letter to Shareholders dated January 21, 1999 (a)(11)++ Press Release dated January 21, 1999 issued by Parent (a)(12)++ Fairness Opinion of Trautman Kramer & Company, dated January 20, 1999 (c)(1)+ Agreement and Plan of Merger, dated January 11, 1999, by and between Parent and the Company (c)(2)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Robert McNulty (c)(3)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Cyber Depot (c)(4)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Kipling Isle (c)(5)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Paul Hill (c)(6)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Ed Bradley (c)(7)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Mark Winkler (c)(8)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Kristine Webster (c)(9)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and John Markley (c)(10)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Frank Denny (c)(11)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Pat Demicco (c)(12)+ Shareholder Agreement, dated January 11, 1999, by and between Parent and Randy Read (c)(13)+ Stock Option Agreement, dated January 11, 1999, by and between Parent and the Company (c)(14)++ Amendment No. 1 to the Agreement and Plan of Merger, dated January 20, 1999, by and between Parent and the Company (c)(15)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Robert McNulty (c)(16)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Cyber Depot (c)(17)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kipling Isle (c)(18)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Paul Hill (c)(19)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Ed Bradley
Exhibit Number Exhibit --------- ------- (c)(20)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Mark Winkler (c)(21)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Kristine Webster (c)(22)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and John Markley (c)(23)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Frank Denny (c)(24)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Pat Demicco (c)(25)++ Amendment No. 1 to the Shareholder Agreement, dated January 20, 1999, by and between Parent and Randy Read
- -------- + Incorporated by reference from the Schedule 14D-1 Tender Offer Statement filed pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 by Compaq Computer Corporation and Compaq Interests, Inc. on January 15, 1999. ++ Incorporated by reference from Amendment No. 1 to the Schedule 14D-1 Tender Offer Statement filed pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 by Compaq Computer Corporation and Compaq Interests, Inc. on January 21, 1999. -----END PRIVACY-ENHANCED MESSAGE-----