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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
TENDER OFFER STATEMENT
(AMENDMENT NO. 5 (FINAL AMENDMENT))
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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) 960-1980
(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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Amendment No. 5 (Final Amendment) to the Tender Offer Statement on Schedule
14D-1 (the "Statement") relates to the offer by C Acquisition Corporation, a
corporation organized under the laws of the State of Delaware ("Purchaser") and
a wholly owned subsidiary of Silicon Graphics, Inc., a corporation organized
under the laws of the State of Delaware ("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), respectively. All
references herein to the Rights include all benefits which may inure to
stockholders of the Company pursuant to the Rights Agreement, an unless the
context requires otherwise, all references herein to Shares include the Rights.
Capitalized terms not otherwise defined in the Amendment have the meanings
assigned to them in the Offer to Purchase.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended and supplemented as follows:
At 5:00 p.m., New York City time, on Tuesday, April 2, 1996, the Offer
expired. Based on a preliminary count, approximately 24,974,590 Shares were
tendered pursuant to the Offer, of which 2,528,161 Shares were tendered
pursuant to notices of guaranteed delivery. On April 2, 1996, effective as
of 5:01 p.m., Purchaser accepted for payment, on a pro rata basis,
19,218,735 of the Shares validly tendered and not withdrawn prior to the
expiration of the Offer, representing approximately 75% of the outstanding
Shares as of February 25, 1996. The preliminary proration factor is 76.95%
percent. The final proration factor will be determined after the precise
number of Shares tendered is calculated. The final proration factor is not
expected to be announced before April 10, 1996, and payment for Shares
accepted for payment pursuant to the Offer will not be made until the final
proration factor is known. A press release issued by Parent on April 2, 1996
announcing the expiration of the Offer and the acceptance of the validly
tendered Shares is attached hereto as Exhibit (a)(11) and is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following Exhibit:
(a)(11) Press Release issued by Parent on April 2, 1996.
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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.
April 3, 1996 C ACQUISITION CORPORATION
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
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE
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<C> <S> <C>
(a)(11) Press Release issued by Silicon Graphics, Inc. on April 2, 1996.
</TABLE>
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Exhibit (a)(11)
FOR IMMEDIATE RELEASE
Financial Contact: Marilyn Lattin
Director, Investor Relations
(415) 933-5070
Media Contact: Jennifer Rothert Piercey
Manager, Public Relations
(415) 933-2019
SILICON GRAPHICS COMPLETES
TENDER OFFER FOR CRAY RESEARCH
MOUNTAIN VIEW, Calif. (April 2, 1996)--Silicon Graphics, Inc. (NYSE:SGI)
announced today that it has successfully completed its tender offer to
purchase 19,218,735 shares of Cray Research, Inc. (NYSE:CYR) common stock
for $30.00 per share, representing approximately 75% of the Cray Research
shares outstanding at February 29, 1996. The tender offer, made through
Silicon Graphics' direct subsidiary, C Acquisition Corporation, expired at
5:00 p.m. New York City time on Tuesday, April 2, 1996.
Based on a preliminary count, 24,974,590 shares of Cray Research common
stock (approximately 97% of the outstanding Cray Research Shares) were
tendered, including 2,528,161 shares tendered under guaranteed delivery
arrangements. Silicon Graphics has accepted for purchase 19,218,735 shares
on a pro rata basis, yielding a preliminary proration factor of 76.95%.
The final proration factor will be determined after the precise number of
shares validly tendered is calculated, and is not expected to be announced
before April 10, 1996. Payment for shares accepted for purchase pursuant to
the offer will be made when the final proration factor is determined.
Silicon Graphics expects to merge C Acquisition Corporation with Cray
Research during the June quarter. Each share of Cray Research common stock
outstanding at the effective date of the merger will be canceled and
converted automatically into the right to receive one share of Silicon
Graphics common stock. Following the merger, Cray Research will be a
wholly-owned subsidiary of Silicon Graphics.
Silicon Graphics, Inc. is a leading manufacturer of high-performance and
commercial computing systems. The company delivers interactive three
dimensional graphics, digital media and symmetric multiprocessing
supercomputing technologies to technical and commercial environments through
direct and indirect sales channels. Its subsidiary, MIPS Technologies, Inc.
designs and licenses the industry's leading RISC processor technology for the
computer systems, interactive consumer and embedded control markets. Silicon
Graphics, Inc. has offices worldwide and headquarters in Mountain View,
California.
Silicon Graphics and the Silicon Graphics logo are registered trademarks of
Silicon Graphics, Inc.
