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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 10)
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. 10 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"), pursuant to
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 10. ADDITIONAL INFORMATION.
On May 27, 1999, Royal Philips issued a press release. A copy of the press
release is filed herewith as Exhibit (a)(22) and is incorporated by reference
herein.
As set forth in the press release, the German antitrust authorities have
notified Royal Philips that the German antitrust laws will not prohibit the
Offer and that Royal Philips may proceed with the consummation of the Offer. In
addition, Royal Philips, the Company and the relevant authorities of the United
States government have reached agreement on arrangements to address national
security concerns relating to Royal Philips' control of the Company.
Subject to the other conditions to Royal Philips' Offer being satisfied,
including Royal Philips' right to extend the Expiration Date of the Offer if 90%
of the Shares are not tendered pursuant to the Offer, Royal Philips expects to
close the Offer on its currently scheduled Expiration Date of 12:00 midnight,
New York City time, on Tuesday, June 1, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(22) Press release issued by Royal Philips, dated May 27, 1999.
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: May 27, 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
-2-
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(a)(22) Press release issued by Royal Philips, dated May 27, 1999.
-3-
Exhibit (a)(22)
[PHILIPS LOGO]
FOR IMMEDIATE RELEASE
- ---------------------
ROYAL PHILIPS ELECTRONICS CLEARS REGULATORY HURDLES
RELATING TO ITS TENDER OFFER FOR VLSI TECHNOLOGY
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SUNNYVALE, CA, MAY 27, 1999 - Royal Philips Electronics (NYSE:PHG)
today announced that the antitrust authorities in Germany have notified Philips
that Philips may proceed with its $21.00 per share cash tender offer for all of
the outstanding shares of VLSI Technology, Inc (NASDAQ:VLSI). In addition,
Philips, VLSI and relevant authorities of the United States government have
reached agreement on arrangements to address national security concerns relating
to Philips' ownership of VLSI.
Subject to the other conditions of Philips' Offer being satisfied,
Philips expects to close its offer on the currently scheduled expiration date of
12:00 midnight, New York City time, on Tuesday, June 1, 1999.
# # #
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:
ROYAL PHILIPS ELECTRONICS VLSI TECHNOLOGY
Jeremy Cohen Lisa Ewbank, IR Director (Investors)
31-20-597-7213 408-474-5519
George Sard/David Reno Todd Fogarty (Media)
Sard Verbinnen & Co. Kekst and Company
212-687-8080 212-521-4854
PHILIPS SEMICONDUCTORS
Jodi Guilbault, 408-991-2332
[email protected]
www.semiconductors.philips.com
