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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 5)
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. 5 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 10. ADDITIONAL INFORMATION.
The Expiration Date of the Offer which was scheduled for 12:00
midnight, New York City time, on Thursday, April 1, 1999 has been extended
to 12:00 midnight, New York City time, on Friday, April 16, 1999, unless
the Offer is further extended.
In addition, on April 2, 1999, Royal Philips issued a press release
announcing the extension of the Expiration Date, which is incorporated by
reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(11) Press release issued by Royal Philips, dated April 2, 1999, announcing
the extension of the Expiration Date.
-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: April 2, 1999
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ GUIDO R.C. DIERICK
-------------------------------------
Name: Guido R.C. Dierick
Title: Director and Deputy Secretary
KPE ACQUISITION INC.
By: /s/ BELINDA CHEW
-------------------------------------
Name: Belinda Chew
Title: Vice President
-3-
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
(a)(11) Press release issued by Royal Philips, dated April 2, 1999,
announcing the extension of the Expiration Date.
-4-
Exhibit (a)(11)
ROYAL PHILIPS ELECTRONICS EXTENDS $17 PER SHARE CASH
TENDER OFFER FOR VLSI TECHNOLOGY
SUNNYVALE, CA, April 2, 1999 - Royal Philips Electronics (NYSE:PHG) today
announced that it is extending the expiration date of its $17.00 per share cash
tender offer to acquire all of the outstanding shares of VLSI Technology, Inc.
(NASDAQ:VLSI) to 12:00 midnight, New York City time on Friday, April 16, 1999,
unless the tender offer is further extended. Approximately 144,244 shares of
VLSI's common stock have been validly tendered and not withdrawn pursuant to the
tender offer. The tender offer was scheduled to expire at 12:00 midnight, New
York City time, on April 1, 1999.
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.
# # #
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
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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
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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.
