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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
KPE ACQUISITION INC.
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. 1 amends the Tender Offer Statement on Schedule 14D-1
filed on March 5, 1999 (the "Schedule 14D-1") by Koninklijke Philips Electronics
N.V. Inc., 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 5, 1999, Mr. William E. Curran, President of the Purchaser,
sent to the Secretary of the Company a letter, on behalf of the
Purchaser, pursuant to Section 220 of the General Corporation Law of the
State of Delaware and the common law of the State of Delaware,
demanding, among other things, the right to inspect the Company's stock
ledger, the most recent list of its stockholders and the most recent
list of its non-objecting beneficial owners and that the Company provide
to the Purchaser the same or make available copies and extracts
therefrom. On March 12, 1999, Richards, Layton & Finger, Delaware
counsel to the Company, responded to the Purchaser's request in a letter
indicating that the Company would provide certain of the information
requested. On March 16, 1999, Sullivan & Cromwell, counsel to Royal
Philips and the Purchaser, sent a letter to the Company in response to
the March 12 letter providing the Company with delivery instructions for
the information the Company agreed to provide and demanding again
certain previously requested information that the Company had not yet
agreed to provide.
On March 12, 1999, Mr. Curran sent to the Secretary of the Company a
letter in the form attached to this Schedule 14D-1 as Exhibit (g)(1), which
is incorporated by reference herein.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended to add the following:
On March 12, 1999, the Purchaser and Royal Philips filed with the
Securities and Exchange Commission (the "SEC") a Preliminary Consent
Statement on Schedule 14A, which is incorporated by reference herein, and
which sets forth, among other things, Purchaser's and Royal Philips'
proposals to (i) remove each of the six current members of the Company's
board of directors (the "Board"), (ii) amend the Bylaws of the Company
(the "Bylaws") to allow stockholders of the Company to fill vacancies
created by the removal of directors, (iii) amend the Bylaws to fix the
number of directors of the Company at three and (iv) elect two nominees
of Purchaser and Royal Philips to the Board. The Schedule 14A may be
obtained from the SEC in the manner set forth with respect to information
regarding the Company in Section 8 of the Offer to Purchase.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended as follows:
(c) On March 8, 1999, Philips Electronics North America Corporation, the
parent entity of Purchaser and an indirect wholly owned subsidiary of
Royal Philips, on behalf of Royal Philips, filed with the Antitrust
Division of the Department of Justice and the Federal Trade Commission a
Notification and Report Form with respect to the Offer under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"), and a request for early termination of the applicable 15-
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calendar day waiting period under the HSR Act. The waiting period under
the HSR Act with respect to the Offer will expire on 11:59 p.m., New
York City time, on March 23, 1999, unless early termination of the
waiting period is granted or unless extended by a request for additional
information or documentary material.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(10) Press release, dated March 12, 1999, relating to request for the
Company to set record date for consent solicitation by the
Purchaser.
(g)(1) Form of letter dated March 12, 1999 from William E. Curran,
President of the Purchaser, to the Secretary of the Company
requesting the Company to set a record date for the consent
solicitation by the Purchaser (Annexes omitted).
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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 17, 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/ WILLIAM E. CURRAN
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Name: William E. Curran
Title: President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
(a)(10) Press release, dated March 12, 1999, relating to request for
the Company to set record date for consent solicitation by
the Purchaser.
(g)(1) Form of letter from William E. Curran, President of the
Purchaser, to VLSI requesting VLSI to set a record date for
the consent solicitation by the Purchaser (Annexes omitted).
</TABLE>
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Exhibit (a)(10)
[PHILIPS ELECTRONICS LOGO]
FOR IMMEDIATE RELEASE
PHILIPS ELECTRONICS TAKES STEP TO
EXPEDITE $17 PER SHARE CASH OFFER FOR VLSI TECHNOLOGY
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SUNNYVALE, CA, MARCH 12, 1999 - Royal Philips Electronics (NYSE:PHG)
today announced it is taking another step to expedite the consummation of its
$17.00 per share cash tender offer for VLSI Technology, Inc. (NASDAQ:VLSI).
Philips remains hopeful that VLSI will enter into negotiations soon.
However, in the event it is necessary to proceed with a consent solicitation,
Philips is today filing with the U.S. Securities and Exchange Commission (SEC) a
consent statement seeking consents of VLSI stockholders to remove the VLSI Board
of Directors and replace them with nominees who, subject to their fiduciary
duties, would allow the Philips offer to proceed. Philips is also giving notice
to VLSI that it is requesting that a record date be set for the purpose of
establishing which VLSI stockholders are entitled to participate in the consent
solicitation. Philips expects to be prepared to mail its consent statement to
VLSI stockholders in approximately two weeks.
On March 5, 1999, Philips commenced a tender offer for all outstanding
shares of VLSI at a price of $17.00 per share in cash. The offer represents a
58% premium to VLSI's closing price of $10.75 per share on February 25, the last
trading day prior to disclosure of Philips' letter to the VLSI Board of
Directors offering to acquire VLSI for $17.00 per share.
Details of Philips' proposal, as well as the consent procedure, are
described in Philips' Schedule 14A which will be filed today with the SEC.
# # #
Royal Philips Electronics of the Netherlands is one of the world's biggest
electronics companies and Europe's largest, with sales of US$33.9 billion in
1998. It is a global leader in color television sets, lighting, electric
shavers, color picture tubes for televisions and monitors, and one-chip TV
products. Its 233,700 employees in more than 60 countries are active in the
areas of lighting, consumer electronics, domestic appliances, components,
semiconductors, medical systems, business electronics, and IT services (Origin).
Philips is quoted on the NYSE, London, Frankfurt, Amsterdam and other stock
exchanges. News from Philips is located at www.news.philips.com.
Contacts:
Jodi Guilbault George Sard/David Reno
Philips Semiconductors Sard Verbinnen & Co
408/991-2332 212/687-8080
[email protected]
www.semiconductors.philips.com
-more-
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
The entities and individuals named below may be deemed to be
participants in the solicitation of consents by KPE Acquisition Inc. (the
"Purchaser"), an indirect wholly owned subsidiary of Koninklijke Philips
Electronics N.V. ("Royal Philips"), to remove and replace the board of directors
of VLSI Technology, Inc. ("VLSI") in connection with the Purchaser's tender
offer (the "Offer") for the shares of common stock (the "VLSI Shares") of VLSI.
The participants in this solicitation may include the Purchaser; the directors
of Purchaser (William E. Curran and Guido R.C. Dierick); the non-director
executive officer of Purchaser (Belinda Chew); Royal Philips; and the directors
and executive officers of Royal Philips: Cor Boonstra (President and Chief
Executive Officer and Chairman of the Board of Management and Group Management
Committee), Dudley G. Eustace (Executive Vice-President and Vice-Chairman of the
Board of Management and the Group Management Committee), Jan H.M. Hommen
(Executive Vice-President, Member of the Board of Management and the Group
Management Committee and Chief Financial Officer), Adri Baan (Executive
Vice-President, Member of the Board of Management and the Group Management
Committee and Chairman of the Consumer Electronics Division), Y.C. Lo (Executive
Vice-President and Member of the Board of Management and the Group Management
Committee), Arthur P.M. van der Poel (Executive Vice-President, Member of the
Board of Management and the Group Management Committee and Chairman of the
Semiconductors Division), John W. Whybrow (Executive Vice-President, Member of
the Board of Management and the Group Management Committee and Chairman of the
Lighting Division), R. Pieper (Executive Vice-President and Member of the Board
of Management and the Group Management Committee), Ad H.A. Veenhof (Member of
the Group Management Committee and Chairman of the Domestic Appliances and
Personal Care Division), Kees Bulthuis (Member of the Group Management Committee
and Senior Managing Director of Corporate Research), J. M. Barella (Member of
the Group Management Committee and Chairman of the Medical Systems Division),
A.B. Bok (Member of the Group Management Committee and Chairman of the Business
Electronics Division ), G.J. Kleisterlee (Member of the Group Management
Committee and Chairman of the Components Division), J.P. Oosterveld (Member of
the Group Management Committee and Senior Director of Corporate Strategy), A.
Westerlaken (Member of the Group Management Committee, General Secretary, Chief
Legal Officer and Secretary to the Board of Management), N.J. Bruijel (Member of
the Group Management Committee responsible for Corporate Human Resources
Management), F.A. Maljers (Chairman of the Supervisory Board), A. Leysen (Member
of the Supervisory Board), W. Hilger (Member of the Supervisory Board), L.C. van
Wachem (Member of the Supervisory Board), C.J. Oort (Member of the Supervisory
Board), L. Schweitzer (Member of the Supervisory Board), Sir Richard Greenbury
(Member of the Supervisory Board) and W. de Kleuver (Member of the Supervisory
Board).
Royal Philips has retained Credit Suisse First Boston Corporation
("CSFB") to act as its financial advisor in connection with the Offer, for which
CSFB will receive customary fees, as well as reimbursement of reasonable
out-of-pocket expenses. In addition, Royal Philips has agreed to indemnify CSFB
against certain liabilities, including certain liabilities under the federal
securities laws, arising out of its engagement. CSFB is an investment banking
firm that provides a full range of financial services for institutional and
individual clients. CSFB does not admit that it or any of its directors,
officers, employees or affiliates is a "participant," as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as amended, in the
solicitation, or that such Schedule 14A requires the disclosure of certain
information concerning CSFB or such persons. In connection with CSFB's role as
financial advisor to Royal Philips, CSFB and the following investment banking
employees of CSFB may communicate in person by telephone or otherwise with a
limited number of institutions, brokers or other persons who are stockholders of
VLSI: George Boutros (Managing Director) and Jason Dilullo (Vice President).
CSFB engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual clients.
In the normal course of its business, CSFB may trade securities of VLSI for its
own account and the account of its customers and, accordingly, may at any time
hold a long or short position in such securities. CSFB informed Royal Philips
that as of March 9, 1999, CSFB held a net long position of 1,440 VLSI Shares.
As of the date of this communication, Royal Philips, together with its
subsidiaries, beneficially owns an aggregate of 1,235,000 VLSI Shares, or
approximately 2.7% of the VLSI Shares. Other than as set forth herein, none of
the foregoing participants beneficially owns VLSI Shares.
Except as disclosed above, to the knowledge of Royal Philips, none of
Royal Philips, Purchaser, the directors or executive officers of Royal Philips
or Purchaser, or the employees or other representatives of Royal Philips named
above has any interest, direct or indirect, by security holdings or otherwise,
in VLSI.
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Exhibit (g)(1)
KPE Acquisition Inc.
1251 Avenue of the Americas
20th Floor
New York, New York 10020
March 12, 1999
Via Facsimile
VLSI Technology, Inc.,
1109 McKay Drive,
San Jose, California 95131.
Attention: Secretary
Re: Notice of request that a record date be fixed for the
purpose of taking corporate action by written consent
without a meeting
Dear Sir:
Pursuant to Section 2.13 of the VLSI Technology, Inc. ("VLSI")
Bylaws (the "Bylaws"), KPE Acquisition Inc., a Delaware corporation and an
indirect wholly owned subsidiary of Koninklijke Philips Electronics N.V., and a
stockholder of record of 100 shares of common stock of VLSI, hereby gives you
notice of its request that a record date be fixed in accordance with Section
2.13 of the Bylaws for the purpose of corporate action to be taken by written
consent without a meeting.
Enclosed with this letter please find (i) Annex A, which is a
copy of the Schedule 14A that was filed today with the Securities and Exchange
Commission, and (ii) Annex B, which lists the residence addresses and
nationalities of John T. Losier and Barry Singer whom KPE Acquisition Inc.
proposes to elect as directors of VLSI pursuant to action by written consent of
the VLSI stockholders.
KPE Acquisition Inc. asserts that the contents of this letter,
taken together with the contents of Annexes A
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VLSI Technology, Inc. -2-
and B hereto, satisfies all of the requirements of Section 2.13 of the Bylaws
for an effective notice of request that a record date be fixed for the purpose
of corporate action to be taken by written consent without a meeting.
Please notify the undersigned promptly by facsimile transmission to
212-536-0505 (with a copy to Neil Anderson and Greg Kennedy of Sullivan &
Cromwell at 212-558-3588) to confirm that the Board of Directors of VLSI
believes this request satisfies the procedures for requesting that the Board fix
a record date.
Sincerely yours,
/s/ WILLIAM E. CURRAN
William E. Curran
President
KPE Acquisition Inc.
cc: Christopher L. Kaufman
Tad Freese
(Latham & Watkins)
