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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
VLSI TECHNOLOGY, INC.
(NAME OF SUBJECT COMPANY)
KPE ACQUISITION INC.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(ROYAL PHILIPS ELECTRONICS)
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
(TITLE OF CLASS OF SECURITIES)
981270109
(CUSIP NUMBER OF CLASS OF SECURITIES)
WILLIAM E. CURRAN
PRESIDENT
1251 AVENUE OF THE AMERICAS
20TH FLOOR
NEW YORK, NEW YORK 10020
212-536-0500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
NEIL T. ANDERSON, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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This Amendment No. 2 amends the Tender Offer Statement on Schedule
14D-1 filed on March 5, 1999 (the "Schedule 14D-1") by Koninklijke Philips
Electronics N.V., a company incorporated under the laws of The Netherlands
("Royal Philips"), and KPE Acquisition Inc. (the "Purchaser"), a Delaware
corporation and an indirect wholly owned subsidiary of Royal Philips, with
respect to the Purchaser's Offer to purchase all outstanding shares of Common
Stock, par value $.01 per share (the "Common Stock"), including the associated
rights to purchase preferred stock (the "Rights" and, together with the Common
Stock, the "Shares") of VLSI Technology, Inc., a Delaware corporation (the
"Company"), at $17.00 per Share net to the seller in cash, on the terms and
subject to the conditions set forth in the Offer to Purchase, dated March 5,
1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"), which were filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1,
respectively. Unless otherwise defined herein, all capitalized terms used herein
shall have the respective meanings given such terms in the Offer to Purchase.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3 is hereby amended to add the following:
On March 19, 1999, Mr. Arthur van der Poel, Chairman of Philips
Semiconductors, sent to Mr. Alfred J. Stein, Chairman and Chief
Executive Officer of the Company, a letter in the form attached to
this Schedule 14D-1 as Exhibit (g)(2), which is incorporated by
reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(g)(2) Form of letter dated March 19, 1999 from Arthur van der Poel, Chairman
of Philips Semiconductors, to Alfred J. Stein, Chairman and Chief
Executive Officer of the Company.
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SIGNATURES
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.
Dated: March 19, 1999
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ GUIDO R.C. DIERICK
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Name: Guido R.C. Dierick
Title: Director and Deputy Secretary
KPE ACQUISITION INC.
By: /s/ BELINDA CHEW
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Name: Belinda Chew
Title: Vice President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
(g)(2) Form of letter dated March 19, 1999 from Arthur van der
Poel, Chairman of Philips Semiconductors, to Alfred J.
Stein, Chairman and Chief Executive Officer of the Company.
-4-
[Letterhead of Philips Semiconductors International B.V.]
March 19, 1999
By Facsimile
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Mr. A.J. Stein,
Chairman & CEO,
VLSI Technology, Inc.,
1109 McKay Drive,
San Jose, CA 95131 - U.S.A.
Dear Mr. Stein:
We were encouraged to read in VLSI's Schedule 14D-9 that the VLSI Board of
Directors has determined to explore its strategic alternatives and that those
alternatives could include negotiations with interested parties, including
Philips. As we have said previously, we would be delighted to negotiate with you
and are prepared to send a team to California as early as next week so that we
can commence discussions.
I will give you a call on Monday next regarding the scheduling of the meetings
we propose, and I look forward to your response.
Sincerely,
/s/ ARTHUR VAN DER POEL
Arthur van der Poel
cc: Board of Directors of VLSI Technology, Inc.
