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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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CRAY RESEARCH, INC.
(Name of Subject Company)
C ACQUISITION CORPORATION
SILICON GRAPHICS, INC.
(Bidder)
Common Stock, $1.00 par value
(including Common Stock Purchase Rights
issued with respect thereto)
(Title of Class of Securities)
225224 10 4
(CUSIP Number of Class of Securities)
William M. Kelly
Vice President, General Counsel and Secretary
Silicon Graphics, Inc.
2011 North Shoreline Boulevard
Mountain View, California 94043-1389
Telephone: (415) 933-1440
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
Copy to:
Michael J. Kennedy, Esq.
Shearman & Sterling
555 California Street
San Francisco, California 94104-1522
Telephone: (415) 616-1100
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This Amendment No. 1 to the Tender Offer Statement on Schedule 14D-1 (the
"Statement") relates to the offer by C Acquisition Corporation, a corporation
organized and existing under the laws of the State of Delaware ("Purchaser") and
wholly owned subsidiary of Silicon Graphics, Inc., a Delaware corporation
("Parent"), to purchase 19,218,735 shares of common stock, par value $1.00 per
share (the "Shares"), of Cray Research, Inc., a corporation organized and
existing under the laws of the State of Delaware (the "Company"), including the
associated Common Share Purchase Rights (the "Rights") issued pursuant to the
Rights Agreement, dated May 15, 1989, between the Company and Norwest Bank
Minnesota, N.A. (the "Rights Agreement"), at a price of $30.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
Purchaser's Offer to Purchase dated February 29, 1996 (the "Offer to Purchase")
and in the related Letter of Transmittal (which together constitute the
"Offer"), copies of which were attached to the Statement as Exhibits (a)(1) and
(a)(2) thereto, respectively. All references herein to the Rights include all
benefits which may inure to stockholders of the Company pursuant to the Rights
Agreement, and unless the context requires otherwise, all references herein to
Shares include the Rights.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) is hereby amended and supplemented as follows:
STOCKHOLDER LITIGATION. On March 1, 1996, a putative class action was filed
in the Court of Chancery in the State of Delaware on behalf of the stockholders
of the Company alleging causes of action arising out of the Offer and the
proposed Merger. SHADELINE V. CRAY RESEARCH, INC., ET AL., Civil Action No.
14868. On March 5, 1996, an amended complaint was filed in the Court of Chancery
in the State of Delaware (the "Amended Complaint"). The defendants in this
action include the Company, its directors, Parent and Purchaser. The Amended
Complaint alleges that the Board breached its fiduciary duties and that Parent
and Purchaser aided and abetted the breach of fiduciary duties and specifically
alleges that the Board breached its fiduciary duties by failing to undertake an
adequate evaluation of the Company as a potential acquisition candidate and to
take adequate steps to enhance the Company's value as an acquisition candidate.
The Amended Complaint also alleges that the Statement and Schedule 14D-9 omitted
information which is material to stockholders' assessments of the transaction
and available alternatives. The Amended Complaint seeks, INTER ALIA, to enjoin
the defendants from taking steps to accomplish the Offer and the proposed Merger
under their present terms. The Company believes that the putative class action
suit is without merit and intends to defend it vigorously.
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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.
<TABLE>
<S> <C>
March 6, 1996 C ACQUISITION CORPORATION
</TABLE>
By /S/ WILLIAM M. KELLY
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William M. Kelly
VICE PRESIDENT
SILICON GRAPHICS, INC.
By /S/ WILLIAM M. KELLY
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William M. Kelly
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
