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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 4)
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. 4 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 28, 1999, Mr. Cor Boonstra, President and Chief
Executive Officer of Royal Philips, received a letter from Mr. Alfred J.
Stein, Chairman and Chief Executive Officer of the Company, in the form
attached to this Schedule 14D-1 as Exhibit (g)(4), which is incorporated
by reference herein.
On March 29, 1999, Mr. Arthur van der Poel, Chairman of Philips
Semiconductors, sent to Mr. Stein, a letter in the form attached to this
Schedule 14D-1 as Exhibit (g)(5), which is incorporated by reference
herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(g)(4) Form of letter dated March 28, 1999 from Alfred J. Stein, Chairman and
Chief Executive Officer of the Company, to Cor Boonstra, President and
Chief Executive Officer of Royal Philips.
(g)(5) Form of letter dated March 29, 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 29, 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
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(g)(4) Form of letter dated March 28, 1999 from Alfred J. Stein,
Chairman and Chief Executive Officer of the Company, to Cor
Boonstra, President and Chief Executive Officer of Royal
Philips.
(g)(5) Form of letter dated March 29, 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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Exhibit (g)(4)
March 28, 1999
By Facsimile
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Mr. Cor Boonstra
President & CEO
Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam
The Netherlands
Dear Mr. Boonstra:
I was disappointed to hear from my advisory team that VLSI and Philips were
unable to reach an agreement that would allow Philips to participate as one of
the companies exploring strategic alternatives with VLSI.
When Philips asked to participate in VLSI's process, VLSI's advisers devoted
significant time to the issue and the VLSI Board of Directors held a special
meeting to discuss the terms under which Philips could gain access to non-public
information concerning VLSI and its business.
The agreement VLSI ultimately proposed - essentially a 45-day truce between the
two companies - was quite simple:
- In exchange for the same access to non-public information and senior
management that VLSI made available to other parties in the process,
Philips would agree to take no action concerning its tender offer
and consent solicitation until May 10, 1999.
- VLSI would set May 10, 1999 as the record date for both its consent
solicitation and 1999 Annual Meeting of Stockholders, and would hold
the Annual Meeting on June 8, 1999.
- In addition, to preserve Philips' flexibility, VLSI would agree that
the 45-day standstill would terminate if VLSI entered into a
strategic transaction with a party other than Philips.
It is unfortunate that Philips has declined to participate in VLSI's process
because we believe that, by Philips' participation, Philips would recognize that
Philips' offer does not reflect VLSI's excellent technology and strong business
potential. Our customer product bookings have strengthened. For example, after
the commencement of your offer, VLSI received the largest single order in VLSI
history. By remaining outside of VLSI's process, Philips may continue to make
inaccurate assumptions about VLSI's business.
The other Directors of VLSI and I remain ready to include you in our process of
exploring strategic alternatives.
Very Truly Yours,
/s/ ALFRED J. STEIN
Alfred J. Stein
Chairman and CEO
VLSI Technology, Inc.
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Exhibit (g)(5)
[Letterhead of Philips Semiconductors International B.V.]
March 29, 1999
By Facsimile
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Mr. A. J. Stein
Chairman & CEO
VLSI Technology, Inc.
San Jose, USA.
Dear Mr. Stein:
Based on the briefing I received from our advisors, I was surprised to see your
press release and March 28 letter suggesting that Philips had declined to
participate in the process to explore VLSI's strategic alternatives. It was my
understanding that on Friday we had reached agreement on all substantive terms
of the confidentiality agreement. However, my advisors informed me that after
the close of business in Europe on Friday your advisors served up a revised
draft of the agreement that was inconsistent with what I thought was already
agreed. Nevertheless, it is my understanding that our advisors have continued to
consult with yours over the weekend regarding reasonable terms upon which
Philips would be granted access to VLSI's nonpublic information.
Our team has spent a substantial amount of time working out what we believe to
be reasonable terms for participating in your process. Please be assured that
Philips has not declined to participate in that process.
With kind regards,
/s/ ARTHUR VAN DER POEL
Arthur van der Poel
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