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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 11)
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
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. 11 - - Final Amendment (the "Final Amendment")
amends and supplements and constitutes the final amendment to 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 1. Security and Subject Company.
Item 1 is hereby amended and supplemented to add the following:
The Offer terminated at 12:00 Midnight, New York City Time, on Tuesday,
June 1, 1999.
ITEM 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder
Item 5 is hereby amended and supplemented to add the following:
As soon as practicable, Purchaser (i) intends to seek to procure the
making of an application to the Nasdaq for the Shares to be delisted from the
Nasdaq National Market and (ii) will take measures to cause the termination of
the registration of the Shares under the Exchange Act. Purchaser will acquire
the remaining Shares of the Company pursuant to the Merger.
ITEM 6. Interests in the Securities of the Subject Company
Item 6 is hereby amended and supplemented to add the following:
As of the time the Offer expired, Purchaser owns in excess of 42.1
million Shares, which represents approximately 91.5% of the outstanding Shares.
The Shares tendered include approximately 2.1 million Shares tendered pursuant
to Notices of Guaranteed Delivery. The information contained in Royal Philips'
press release dated June 2, 1999, a copy of which is filed herewith as Exhibit
(a)(23), is incorporated by reference herein.
ITEM 10. ADDITIONAL INFORMATION.
On June 2, 1999, Royal Philips issued a press release. A copy of the
press release is filed herewith as Exhibit (a)(23) and is incorporated by
reference herein.
As set forth in the press release, the Offer expired at 12:00 Midnight,
New York City Time, on Tuesday, June 1, 1999. Royal Philips also announced that
it had been advised by the Depositary that at the time the Offer expired, in
excess of 42.1 million Shares had been validly tendered and not withdrawn,
representing approximately 91.5% of the outstanding Shares of the Company. The
Shares tendered include 2.1 million Shares tendered pursuant to Notices of
Guaranteed Delivery. The foregoing description of the press release is qualified
in its entirety by reference to a copy of the press release which is attached
hereto as Exhibit (a)(23) and is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(23) Press release issued by Royal Philips, dated June 2, 1999.
-2-
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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: June 2, 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
-3-
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(23) Press release issued by Royal Philips, dated June 2, 1999.
-4-
Exhibit (a)(23)
ROYAL PHILIPS ELECTRONICS CLOSES TENDER OFFER FOR VLSI TECHNOLOGY
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SUNNYVALE, CA, JUNE 2, 1999 - Royal Philips Electronics (NYSE: PHG) today
announced the expiration of its $21.00 per share cash tender offer for all of
the outstanding shares of VLSI Technology, Inc. (Nasdaq: VLSI). The offer
expired at 12:00 midnight, New York City time, on Tuesday, June 1, 1999. All
shares validly tendered and not properly withdrawn prior to the expiration have
been accepted for payment and will be paid promptly. The tender offer was made
through Philips' indirect wholly owned subsidiary, KPE Acquisition Inc.
In excess of 42.1 million shares were tendered in the offer prior to its
expiration, which when combined with the VLSI shares already owned by Philips
constitutes approximately 91.5% of VLSI's outstanding shares. The shares
tendered include approximately 2.1 million shares (less than 4.5% of the
outstanding) tendered pursuant to Notices of Guaranteed Delivery. Philips will
acquire the remaining shares of VLSI pursuant to a merger of KPE Acquisition
Inc. with and into VLSI, and VLSI will thereby become an indirect wholly owned
subsidiary of Philips.
Arthur van der Poel, Chairman of Philips Semiconductors, said: "We are
delighted to bring our tender offer to this successful conclusion and to warmly
welcome the VLSI employees to Philips Semiconductors. Adding VLSI's digital
expertise to Philips Semiconductors, particularly their ASIC design
capabilities, will benefit the customers of both companies, strengthen our
position in the U.S. and create numerous growth opportunities. VLSI has the
technology, know-how and people in place to help further the strategy of Philips
Semiconductors."
VLSI and Philips Semiconductors have complementary operations with almost
no product overlap. VLSI has digital expertise and capabilities in wireless
communications, computer networking and ASICs (application-specific integrated
circuits). Philips Semiconductors has expertise in wireless, multimedia,
automotive and consumer electronics.
VLSI Technology, Inc. designs and manufactures custom and semi-custom
integrated circuits for leading firms in the wireless communications,
networking, consumer digital entertainment and advanced computing markets. VLSI
is based in San Jose, Calif. with 1998 revenues from
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continuing operations of $547.8 million, and approximately 2,200 employees
worldwide. Information related to VLSI Technology is available at VLSI's
homepage, www.vlsi.com.
Philips Semiconductors, a subsidiary of Philips Electronics North America
Corporation and an affiliate of Royal Philips Electronics, headquartered in
Eindhoven, The Netherlands, is the eighth largest semiconductor supplier in the
world (according to Dataquest's 1998 ranking by sales). Philips Semiconductors'
innovations in digital audio, video, and mobile technology position the company
as a leader in the consumer, multimedia and wireless communications markets.
Sales offices are located in all major markets around the world and are
supported by systems labs. Additional information on Philips Semiconductors can
be found at www.semiconductors.philips.com.
# # #
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 George Sard/David Reno
Jeremy Cohen Sard Verbinnen & Co
31-20-597-7213 212/687-8080
Jodi Guilbault
Philips Semiconductors
408/991-2332
[email protected]
www.semiconductors.philips.com
