<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
------------------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 4 (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 10. ADDITIONAL INFORMATION.
Item 10(b)-(c) is hereby amended and supplemented by adding thereto the
following:
On March 26, 1996, the 15-day waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 expired without the Federal Trade
Commission or the Department of Justice issuing a second request for
information. A copy of the press release, dated March 26, 1996, issued by
Parent disclosing this information is attached hereto as Exhibit (a)(9) and
is incorporated herein by reference.
Item 10(f) is hereby amended and supplemented by adding thereto the
following:
The Offer, originally scheduled to expire at 12:00 midnight, New York
City time, on March 27, 1995, has been extended by Parent and is now
scheduled to expire at 5:00 p.m., New York City time, on Tuesday, April 2,
1996. Parent expects to close the tender offer when it expires on April 2,
1996. A copy of the press release, dated March 27, 1996, issued by Parent
disclosing this information is attached hereto as Exhibit (a)(10) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended by adding the following exhibits:
(a)(9)Press Release issued by Parent on March 26, 1996.
(a)(10)Press Release issued by Parent on March 27, 1996.
<PAGE>
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 28, 1996 C ACQUISITION CORPORATION
By /S/ WILLIAM M. KELLY
------------------------------------
William M. Kelly
VICE PRESIDENT
SILICON GRAPHICS, INC.
By /S/ WILLIAM M. KELLY
------------------------------------
William M. Kelly
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS PAGE
- --------- ---------
<C> <S> <C>
(a)(9) Press Release issued by Parent on March 26, 1996.
(a)(10) Press Release issued by Parent on March 27, 1996.
</TABLE>
<PAGE>
Exhibit (a)(9)
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 ANNOUNCES EXPIRATION OF
HSR WAITING PERIOD
MOUNTAIN VIEW, Calif. (March 26, 1996)--Silicon Graphics, Inc. (NYSE:SGI)
today announced that the Antitrust Division of the Department of Justice has
completed its review of the proposed acquisition of Cray Research, Inc.
(NYSE:CYR) and that the waiting period mandated by the Hart-Scott-Rodino
statute has expired. The tender offer is currently scheduled to expire at
12:00 midnight New York City time on Wednesday, March 27, 1996, unless
extended.
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 Silicon Graphics logo are registered trademarks of
Silicon Graphics, Inc. MIPS and RISC are registered trademarks of MIPS
Technologies, Inc.
<PAGE>
Exhibit (a)(10)
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 ANNOUNCES EXTENSION
OF TENDER OFFER FOR CRAY RESEARCH, INC.
MOUNTAIN VIEW, Calif. (March 27, 1996)--Silicon Graphics, Inc. (NYSE:SGI)
today announced that it has extended to 5:00 p.m., New York City time, on
Tuesday, April 2, 1996, the expiration of its tender offer to purchase
19,218,735 shares of common stock of Cray Research, Inc. (NYSE:CYR) for
$30.00 per share. The tender offer was originally scheduled to expire today
at 12:00 midnight, New York City time.
At the close of business today, 21,331,369 shares had been tendered and not
withdrawn from the offer or were subject to guaranteed delivery arrangements
and all other conditions to closing were satisfied. Silicon Graphics expects
to close the tender offer when it expires on April 2, 1996.
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. MIPS and RISC are registered trademarks of MIPS
Technologies, Inc.
-end-
