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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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VOICE CONTROL SYSTEMS, INC.
(NAME OF SUBJECT COMPANY)
VULCAN MERGER SUB, INC.
a wholly owned subsidiary of
PHILIPS ELECTRONICS NORTH AMERICA
CORPORATION
an indirectly owned subsidiary of
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(ROYAL PHILIPS ELECTRONICS)
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
92861B100
(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. 2 is filed to supplement and amend the information
set forth in the Tender Offer Statement on Schedule 14D-1 filed by Koninklijke
Philips Electronics N.V., a company incorporated under the laws of The
Netherlands ("Royal Philips"), Philips Electronics North America Corporation, a
Delaware corporation ("Parent"), and Vulcan Merger Sub, Inc., a Delaware
corporation (the "Purchaser"), on May 14, 1999 (the "Schedule 14D-1"), with
respect to shares of Common Stock, par value $0.01 per share (the "Shares"), of
Voice Control Systems, Inc., a Delaware corporation. Unless otherwise indicated,
the capitalized terms used herein shall have the meanings specified in the
Schedule 14D-1, including the Offer to Purchase filed as Exhibit (a)(1) thereto.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(10) Press release issued by Royal Philips, dated June 14, 1999, announcing
the extension of the Expiration Date.
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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 15, 1999
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ Eric P. Coutinho
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Name: Eric P. Coutinho
Title: Director and Deputy Secretary
PHILIPS ELECTRONICS HOLDING USA INC.
By: /s/ William E. Curran
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Name: William E. Curran
Title: Senior Vice President-Finance
PHILIPS ELECTRONICS NORTH AMERICA
CORPORATION
By: /s/ William E. Curran
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Name: William E. Curran
Title: Senior Vice President and
Chief Financial Officer
VULCAN MERGER SUB, INC.
By: /s/ William E. Curran
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Name: William E. Curran
Title: President and Chief Executive Officer
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EXHIBIT INDEX
(a)(10) Press release issued by Royal Philips, dated June 14, 1999,
announcing the extension of the Expiration Date.
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Exhibit (a)(10)
Amsterdam, June 14, 1999
ROYAL PHILIPS EXTENDS TENDER OFFER FOR VOICE CONTROL
SYSTEMS, INC. TO JUNE 18, 1999
87.9% OF ALL SHARES TENDERED
Royal Philips Electronics of The Netherlands (AEX: PHI, NYSE: PHG) today
announced that its wholly owned subsidiary, Vulcan Merger Sub, Inc., has
extended until June 18, 1999 its tender offer for all of the outstanding shares
of common stock of Voice Control Systems, Inc. (NASDAQ: VCSI). As of 12:00
midnight, Eastern time, on Friday, June 11, 1999, approximately 12,221,760
shares representing approximately 87.9% of the total outstanding VCS common
stock had been validly tendered and not withdrawn pursuant to the tender offer,
including 333,734 shares tendered pursuant to notices of guaranteed delivery.
Philips is extending the offer in order to obtain over 90% of the outstanding
VCS shares so that it may conduct an immediate "short form" merger under
Delaware law to acquire the remaining shares. However, Philips does not intend
to extend the offer further if it does not obtain 90%. In that case, Philips
will initiate a regular merger process under Delaware law which is likely to
take up to two months to complete. In either case, remaining shareholders who
fail to tender their shares will not be paid until after the merger. As in the
offer, shareholders will receive $4.00 per share in the merger.
The tender offer commenced on May 14, 1999 and, as extended, is now scheduled to
expire at 5:00 p.m., Eastern time, on Friday, June 18, 1999. Further information
and a copy of the related Offer to Purchase may be obtained from the information
agent for the offer: D.F. King & Co., Inc., 77 Water Street, New York, New York
10005; (212) 425-1685 (bankers and brokers); (800) 769-5414 (all others).
For further information:
Philips Media Relations:
Alison Screeton
tel: +31 20 59 77216
Voice Control Systems, Inc.
Kim Terry
tel: +1 972 726-1220
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VCS is a leading speech software platform provider, offering
vocabularies in over 50 languages with more than 2.5 million speech recognizers,
including 500,000 in telecom, installed in 30 countries. Speech-driven
applications using VCS products are used today in telecommunications, automotive
and consumer electronics to enable computers and electronic devices to
understand and process human speech. VCS is headquartered in Dallas, Texas, with
regional offices in Cambridge, Massachusetts, San Jose, California, and
Portsmouth, England. The company's stock is traded on the Nasdaq national market
system under the symbol VCSI. For more information visit the company's web site
at www.voicecontrol.com.
Philips Speech Processing is a pioneer and one of the global market
leaders in speech recognition, natural dialogue and language understanding
technologies. A developer of voice enabled telephony applications, Royal Philips
has a large installed base of speech recognition and natural dialogue systems in
Europe and is a major speech technology provider in North America. Its natural
dialogue platform Speech Mania and Speech Pearl speech recognition engines are
used for banking, travel, auto attendants speech portals and white and yellow
pages automation. Royal Philips has more than 40 years experience in the
development and marketing of speech products and developed the first
commercially available PC based natural, continuous speech recognition engine
for speech to text applications in 1993. Royal Philips' line of end user
software (Freespeech 98 and Freespeech 2000 for SOHO and consumer markets, and
SpeechPro for the professional dictation users) is available in 16 languages and
its Vocon Speech Recognizer for embedded systems has been successfully
integrated in consumer electronics products and devices. Royal Philips has set
up speech solutions design centers around the globe, supporting R&D and the
establishment of industry standards, and is a member in various standardization
bodies such as ECTF, SAPI, HAVI, HOMEAPI, VXML, W3C and Voice Times. For Royal
Philips' speech processing and speech recognition business, visit:
www.speech.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 228,800 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).
ROYAL PHILIPS IS QUOTED ON THE NYSE, LONDON, FRANKFURT, AMSTERDAM AND OTHER
STOCK EXCHANGES. NEWS FROM ROYAL PHILIPS IS LOCATED AT WWW.NEWS.PHILIPS.COM.
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