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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. 2)
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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. 2 (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. The Amendment should be read in conjunction with the Offer to
Purchase.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY;
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER; AND
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.
Item 3 (b), Item 5 (a)-(e) and Item 7 are hereby amended by amending and
restating in its entirety the third full paragraph on p. 25 of the Offer to
Purchase as follows:
No appraisal rights are available in connection with the Offer, or in
connection with the Merger if the Offer is fully subscribed. However, if the
Merger is consummated and the Offer was not fully subscribed, and as a
result stockholders receive a combination of cash (other than cash in lieu
of fractional shares) and Parent Common Stock with respect to their Shares
in the Merger, such stockholders will have certain rights under Delaware Law
to dissent and demand appraisal of, and to receive payment in cash of the
fair value of, such Shares. Such rights to dissent, if the statutory
procedures are complied with, could lead to a judicial determination of the
fair value of such Shares, as of the day prior to the date on which the
stockholders' vote was taken approving the Merger (excluding any element of
value arising from the accomplishment or expectation of the Merger),
required to be paid in cash to such dissenting holders for such Shares. In
addition, such dissenting stockholders would be entitled to receive payment
of a fair rate of interest from the date of consummation of the Merger on
the amount determined to be the fair value of such Shares. In determining
the fair value of such Shares, the court is required to take into account
all relevant factors. Accordingly, such determination could be based upon
considerations other than, or in addition to, the market value of such
Shares, including, among other things, asset values and earning capacity. In
WEINBERGER V. UOP, INC., the Delaware Supreme Court stated, among other
things, that "proof of value by any techniques or methods which are
generally considered acceptable in the financial community and otherwise
admissible in court" should be considered in an appraisal proceeding.
Therefore, the value so determined in any appraisal proceeding could be the
same, more or less than the purchase price per Share in the Offer or the
Merger consideration.
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.
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<S> <C>
March 12, 1996 C ACQUISITION CORPORATION
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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
