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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. 3)
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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. 3 (the "Amendment") 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. Capitalized terms not otherwise
defined in the Amendment have the meanings assigned to them in the Offer to
Purchase.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4(a) - (c) is hereby amended and supplemented by adding thereto the
following:
Depending on available cash levels, Parent may borrow up to $150 million
of the funds that it will provide to Purchaser to consummate the Offer and
the Merger and to pay related fees and expenses under an existing short
term, unsecured revolving line of credit (the "Credit Line"). Such
borrowings under the Credit Line, if any, will bear interest either at a
floating base rate or at a margin above rates set by reference to prevailing
certificate of deposit or offshore deposit rates. The Credit Line contains
usual and customary terms and conditions for loans of this kind. It is
anticipated that any such borrowings will be repaid from (i) internally
generated funds of Parent, (ii) the Company's cash (upon consummation of the
Merger), (iii) funds generated from the liquidation of short-term
investments of Parent and/or (iv) borrowings under a new unsecured revolving
line of credit expected to have terms substantially similar to the Credit
Line (any such borrowings being expected to be repaid from the sources
listed above in clauses (i) through (iii)).
ITEM 10. ADDITIONAL INFORMATION.
Item 10(e) is hereby amended and supplemented by adding thereto the
following:
The plaintiff has agreed not to seek a preliminary injunction enjoining
the Offer in the pending legal proceedings against the Company, the Board,
Parent and Purchaser.
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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.
March 21, 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
