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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 3)
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. 3 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 19, 1999, Mr. Arthur van der Poel, Chairman of Philips
Semiconductors, 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)(3), which is incorporated by
reference herein.
On March 22, 1999, representatives of Credit Suisse First Boston and
Sullivan & Cromwell contacted representatives of Morgan Stanley & Co.
Incorporated and Latham & Watkins, respectively, to discuss the process
for initiating discussions between the Company and Royal Philips.
ITEM 10. Additional Information
Item 10 is hereby amended as follows:
1. All references to the "Rights Agreement" in the Offer to Purchase shall
be deemed to incorporate the terms of the Second Amended and Restated
Rights Agreement, dated as of March 7, 1999, between the Company and
Bank Boston, N.A. (formerly The First National Bank of Boston).
2. Cover Page. The first full paragraph of the cover page of the Offer to
Purchase is amended and restated as follows:
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE BEING
VALIDLY TENDERED PRIOR TO THE EXPIRATION OF THE OFFER AND NOT WITHDRAWN
A NUMBER OF SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE (INCLUDING
THE ASSOCIATED RIGHTS (THE "RIGHTS") TO PURCHASE PREFERRED STOCK)
(COLLECTIVELY, THE "SHARES") OF VLSI TECHNOLOGY, INC. (THE "COMPANY")
WHICH, TOGETHER WITH THE SHARES BENEFICIALLY OWNED BY THE PURCHASER AND
ITS AFFILIATES, WILL CONSTITUTE AT LEAST A MAJORITY OF THE OUTSTANDING
SHARES ON A FULLY DILUTED BASES (AS DEFINED HEREIN) AS OF THE DATE THE
SHARES ARE ACCEPTED FOR PAYMENT PURSUANT TO THE OFFER (THE "MINIMUM
TENDER CONDITION"); (II) THE RIGHTS HAVING BEEN REDEEMED BY THE
COMPANY'S BOARD OF DIRECTORS, OR THE PURCHASER OTHERWISE BEING
SATISFIED IN ITS SOLE DISCRETION THAT SUCH RIGHTS ARE OTHERWISE INVALID
OR INAPPLICABLE TO THE TRANSACTIONS CONTEMPLATED HEREIN (THE "RIGHTS
CONDITION"); (III) THE ACQUISITION OF SHARES PURSUANT TO THE OFFER
BEING APPROVED PURSUANT TO SECTION 203 OF THE DELAWARE GENERAL
CORPORATION LAW OR THE PURCHASER BEING SATISFIED IN ITS REASONABLE
DISCRETION THAT THE PROVISIONS OF SECTION 203 RESTRICTING CERTAIN
BUSINESS COMBINATIONS ARE INVALID OR INAPPLICABLE TO THE ACQUISITION OF
SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER (BY ACTION OF THE
COMPANY'S BOARD OF DIRECTORS, THE ACQUISITION OF A SUFFICIENT NUMBER OF
SHARES OR OTHERWISE) (THE "SECTION 203 CONDITION"); AND (IV) ANY
APPLICABLE WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED, AND THE REGULATIONS THEREUNDER
(THE "HSR ACT") AND ANY LAWS OF FOREIGN JURISDICTIONS AND UNDER ANY
LAWS OF THE EUROPEAN COMMUNITY APPLICABLE TO THE PURCHASE OF SHARES
PURSUANT TO THE OFFER HAVING EXPIRED OR BEEN TERMINATED (THE "ANTITRUST
CONDITION"). THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS
DESCRIBED IN SECTION 13. THE OFFER IS NOT CONDITIONED UPON ROYAL
PHILIPS OR THE PURCHASER OBTAINING FINANCING.
3. Introduction; SECTION 15. Certain Legal Matters. The following
paragraph shall be inserted (i) after the first full paragraph on page
3 of the Offer to Purchase and (ii) after the carryover paragraph that
ends on the top of page 28:
On March 7, 1999, the Board amended the Rights Agreement with the
effect of, among other things, removing the Continuing Director
redemption requirement, providing that the Rights may be redeemed only
prior to the triggering of the Rights and
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lowering the threshold for triggering the Rights from 20% to 10%.
4. Introduction. The second full paragraph of page 3 of the Offer to
Purchase is amended and restated as follows:
The Section 203 Condition. THE OFFER IS CONDITIONED ON, AMONG
OTHER THINGS, THE SECTION 203 CONDITION BEING SATISFIED. See Section
13. The Offer is subject to the condition of the acquisition of Shares
pursuant to the Offer and the Proposed Merger shall have been approved
pursuant to Section 203 ("Section 203") of the DGCL or that the
Purchaser shall be satisfied in its reasonable discretion that the
provisions of Section 203 restricting certain business combinations are
invalid or inapplicable to the acquisition of Shares pursuant to the
Offer and the Proposed Merger (by action of the Company's Board of
Directors, the acquisition of a sufficient number of Shares or
otherwise). The provisions of Section 203 are described in Section 11
herein.
5. SECTION 1. Terms of the Offer. The carryover paragraph beginning on the
bottom of page 3 and ending on the top of page 4 of the Offer to
Purchase is amended and restated as follows:
Subject to the applicable rules and regulations of the SEC, the
Purchaser expressly reserves the right, in its sole discretion, at any
time or from time to time, to extend the period of time during which
the Offer is open by giving oral or written notice of such extension to
the Depositary and by making a public announcement thereof. During any
such extension, all Shares previously tendered and not withdrawn will
remain subject to the Offer, subject to the right of a tendering
stockholder to withdraw such stockholder's Shares. See Section 4.
Subject to the applicable regulations of the SEC, the Purchaser also
expressly reserves the right, in its sole discretion, at any time or
from time to time, (i) to delay acceptance for payment of or
(regardless of whether such Shares were theretofore accepted for
payment) payment for, any tendered Shares, or to terminate or amend the
Offer as to any Shares not then paid for, if the Antitrust Condition or
the Regulatory Condition (as defined in Section 2) are not satisfied
and (ii) to waive any condition and to set forth or change any other
term or condition of the Offer, by giving oral or written notice of
such delay, termination or amendment to the Depositary and by making a
public announcement thereof. If the Purchaser accepts any Shares for
payment pursuant to the terms of the Offer, it will accept for payment
all Shares validly tendered prior to the Expiration Date and not
withdrawn, and, subject to satisfaction of the Antitrust Condition and
the Regulatory Condition (as defined in Section 2), it will accept for
payment and promptly pay for all Shares so accepted for payment. The
Purchaser confirms that its reservation of the right to delay payment
for Shares which it has accepted for payment is limited by Rule
14e-1(c) under the Exchange Act, which requires that a tender offeror
pay the consideration offered or return the tendered securities
promptly after the termination or withdrawal of a tender offer.
6. SECTION 2. Acceptance for Payment and Payment for Shares. The carryover
paragraph beginning on the bottom of page 4 and ending on the top of
page 5 of the Offer to Purchase is amended and restated as follows:
Upon the terms and subject to the conditions of the Offer
(including the satisfaction of the Offer Conditions and, if the Offer
is extended or amended, the terms and conditions of any such extension
or amendment), the Purchaser will accept for payment, and will pay for,
Shares validly tendered and not withdrawn as promptly as practicable
after the later of (i) the satisfaction of the Antitrust Condition and
the date all required filings or consents, registrations, approvals,
permits or authorizations of any governmental entity shall have been
obtained on terms satisfactory to Purchaser in its sole discretion (the
"Regulatory Condition") and (ii) the Expiration Date.
7. SECTION 11. Purpose of the Offer; Plans for the Company; the Proposed
Merger. The second full paragraph of page 21 of the Offer to Purchase
is amended and restated as follows:
THE OFFER IS CONDITIONED UPON THE ACQUISITION OF SHARES PURSUANT
TO THE OFFER AND THE PROPOSED MERGER BEING APPROVED PURSUANT TO SECTION
203 OR ROYAL PHILIPS BEING SATISFIED IN ITS REASONABLE DISCRETION THAT
THE PROVISIONS OF SECTION 203 ARE INVALID OR INAPPLICABLE TO THE
ACQUISITION OF SHARES PURSUANT TO THE OFFER AND THE PROPOSED MERGER.
8. SECTION 13. Certain Conditions to the Offer. The first paragraph of
Section 13 of page 22 of the Offer to Purchase is amended and restated
as follows:
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Notwithstanding any other provision of the Offer, until (i) the
satisfaction of the Antitrust Condition and the Regulatory Condition,
the Purchaser shall not be required to accept for payment and, subject
to any applicable rules and regulations of the SEC, including Rule
14e-1(c), may postpone the acceptance for payment of tendered Shares,
and may, in its sole discretion, extend, terminate or amend the Offer
as to any Shares not then accepted for payment if the Minimum Tender
Condition, the Section 203 Condition or the Rights Condition has not
been satisfied or, on or after the date of this Offer to Purchase and
at or prior to the Expiration Date, any of the following events shall
occur:
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9. SECTION 13. Certain Conditions of the Offer. The continued paragraph on
Page 24 of the Offer to Purchase, immediately after subparagraph (k),
is amended and restated as follows:
which in the reasonable judgment of Royal Philips and the Purchaser
with respect to each and every matter referred to above makes it
inadvisable to proceed with the Offer or with such acceptance for
payment or payment.
10. SCHEDULE C. The second line on page C-1 of Schedule C is amended and
restated as follows:
SECOND AMENDED AND RESTATED STOCKHOLDER RIGHTS PLAN
11. SCHEDULE C. The paragraphs on page C-1 of Schedule C, entitled "Date of
Board Approval of Amended Plan", is amended and restated as follows:
March 7, 1999 (the "Amendment Date").
12. SCHEDULE C. All references to "20%" or more of the Company's Common
Stock are changed to "10%" or more of the Company's Common Stock.
13. SCHEDULE C. The paragraph on page C-2 of Schedule C, entitled
"Redemption of the Rights", is amended and restated as follows:
Rights will be redeemable at the Company's option for $.01 per
Right at any time prior to the date that a person has acquired
beneficial ownership of 10% or more of the Company's Common Stock (the
"Shares Acquisition Date").
14. (c) The waiting period under the HSR Act with respect to the Offer
expired at 11:59 p.m., New York City time, on March 23, 1999.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(g)(3) Form of letter dated March 19, 1999 from Alfred J. Stein, Chairman and
Chief Executive Officer of the Company, to Arthur van der Poel,
Chairman of Philips Semiconductors.
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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 24, 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)(3) Form of letter dated March 19, 1999 from Alfred J. Stein, Chairman and
Chief Executive Officer of the Company, to Arthur van der Poel,
Chairman of Philips Semiconductors
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Exhibit (g)(3)
VIA FACSIMILE
March 19, 1999
Mr. A.P.M. van der Poel
Chairman and Chief Executive Officer
Philips Semiconductors International B.V.
P.O. Box 218, 5600 MD Eindhoven
The Netherlands
Dear Arthur:
In response to your letter of March 19, 1999, we will look forward to working
out a process for discussions with you concerning these matters.
The most effective way to establish this process is to have your investment
bankers and/or lawyers contact our counterparts. I have alerted our
bankers/lawyers to be prepared for calls from your investment bankers and
lawyers.
Very truly yours,
VLSI Technology, Inc.
Alfred J. Stein
Chairman and CEO
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