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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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CHIPS AND TECHNOLOGIES, INC.
(NAME OF SUBJECT COMPANY)
INTEL CORPORATION
INTEL ENTERPRISE CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
170021109
(CUSIP NUMBER OF CLASS OF SECURITIES)
F. THOMAS DUNLAP, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD
SANTA CLARA, CALIFORNIA 95052
408-765-1125
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZING TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPIES TO:
RICHARD M. RUSSO, ESQ.
GIBSON, DUNN & CRUTCHER LLP
1801 CALIFORNIA STREET, SUITE 4100
DENVER, COLORADO 80121
(303) 298-5700
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INTRODUCTION
This Amendment No. 4 dated November 13, 1997 to Tender Offer Statement on
Schedule 14D-1 dated August 1, 1997 (the "Schedule 14D-1") relates to the offer
by Intel Enterprise Corporation, a Delaware corporation ("Purchaser"), and a
wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"),
to purchase all outstanding shares of common stock, par value $0.01 per share
(the "Common Stock"), of Chips and Technologies, Inc., a Delaware corporation
(the "Company"), and the associated Common Stock purchase rights (the "Rights"
and, together with the Common Stock, the "Shares") issued pursuant to the Rights
Agreement dated as of August 23, 1989, between the Company and Bank of America,
NT & SA, at a price of $17.50 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase, dated as
of August 1, 1997 (the "Offer to Purchase"), and the related Letter of
Transmittal (which together constitute the "Offer").
Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
Item 10 is hereby amended and supplemented by addition of the following
information thereto:
A copy of the Amendment to Agreement and Plan of Merger, dated as of
November 13, 1997, between the Company, Intel and Purchaser is filed as Exhibit
(c)(3) to the Schedule 14D-1 and is incorporated herein by reference.
A copy of Intel's press release announcing that the Offer has been extended
and that the Offer and withdrawal rights will now expire at 8:00 p.m., New York
City time, on Tuesday, December 23, 1997, is filed as Exhibit (a)(12) to the
Schedule 14D-1 and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by addition of the following
exhibits thereto.
(a)(12) Press release dated November 13, 1997, issued by Intel.
(c)(3) Amendment to Agreement and Plan of Merger, dated as of November 13,
1997, between the Company, Intel and Purchaser.
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SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 13, 1997
INTEL ENTERPRISE CORPORATION
By /s/ CARY I. KLAFTER
Cary I. Klafter
President
SIGNATURE
After due inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 13, 1997
INTEL CORPORATION
By /s/ F. THOMAS DUNLAP, JR.
F. Thomas Dunlap, Jr.
Vice-President, General Counsel
and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT INDEX
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<S> <C>
(a)(12) Press release dated November 13, 1997, issued by Intel.
(c)(3) Amendment to Agreement and Plan of Merger, dated as of
November 13, 1997, between the Company, Intel and Purchaser.
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Exhibit (a)(12)
CONTACT: Chuck Mulloy
Press Relations
(408) 765-3484
[email protected]
Gordon Casey
Investor Relations
(408) 765-1480
[email protected]
INTEL CORPORATION EXTENDS OFFER
FOR CHIPS AND TECHNOLOGIES, INC.
SANTA CLARA, Calif., November 13, 1997 -- Intel Corporation today announced that
the expiration date for the $17.50 per share tender offer by Intel's subsidiary,
Intel Enterprise Corporation, for all outstanding shares of common stock of
Chips and Technologies, Inc., has been extended until 8 p.m., New York time, on
December 13, 1997. This extension is the result of the previously announced
Federal Trade Commission request for additional information concerning the
transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Intel also announced that it and Chips and Technologies, Inc. had amended their
Merger Agreement to extend to January 31, 1998, the date after which either
Intel or Chips and Technologies may unilaterally terminate the transaction if
the tender offer has not been consummated.
As of the close of business on November 12, 1997, approximately 14,113,200
shares of common stock of Chips and Technologies, Inc., had been tendered in the
tender offer. This constitutes approximately 64 percent of Chips and
Technologies shares outstanding as of the tender offer.
Intel, the world's largest chip maker, is also a leading manufacturer of
personal computer, networking, and communications products. Additional
information is available at www.intel.com/pressroom.
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Exhibit (c)(3)
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Second Amendment to Agreement and Plan of Merger (this "Amendment") is
made and entered into as of the 13th day of November 1997, by and among Chips
and Technologies, Inc., a Delaware corporation (the "Company"), Intel
Corporation, a Delaware corporation ("Parent") and Intel Enterprise Corporation,
a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger
Sub"; the Company and Merger Sub sometimes being hereinafter together referred
to as the "Constituent Corporations").
RECITALS
WHEREAS, the Company, Parent and Merger Sub have entered into an agreement,
dated as of July 27, 1997 and amended on October 2, 1997 (the "Original
Agreement"), pursuant to which Merger Sub has commenced a tender offer (the
"Tender Offer") for any and all shares of the Company at $17.50 per share, which
Tender Offer will be followed by a merger (the "Merger") at the same price; and
WHEREAS, the parties to the Original Agreement now desire to amend the
Original Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto amend the
Original Agreement as follows:
AGREEMENT
1. Amendment of (Section 1.1(b) (The Offer) of the Original
Agreement. Section 1.1(b) of the Original Agreement is deleted in its entirety
and replaced with the following provision:
(b) Subject to the terms and conditions thereof, the Offer shall
expire at midnight, New York City time, on the date that is twenty (20)
Business Days after the date the Offer is commenced; provided, however,
that without the consent of the Company's Board of Directors, Parent may
(i) from time to time extend the Offer, if at the scheduled expiration date
of the Offer any of the conditions to the Offer shall not have been
satisfied or waived, until such time as such conditions are satisfied or
waived; (ii) extend the Offer for any period required by any rule,
regulation, interpretation or position of the Securities and Exchange
Commission (the "SEC ") or the staff thereof applicable to the Offer; or
(iii) extend the Offer for any reason on one or more occasions for an
aggregate period of not more than twenty (20) Business Days beyond the
latest expiration date that would otherwise be permitted under clause (i)
or (ii) of this sentence if on such expiration date there shall not have
been tendered at least 90% of the outstanding Shares. Parent agrees that if
all of the conditions to the Offer set forth on Annex A are not satisfied
on any scheduled expiration date of the Offer then, provided that all such
conditions are reasonably capable of being satisfied prior to January 31,
1998, Parent shall extend the Offer from time to time until such conditions
are satisfied or waived, provided that Parent shall not be required to
extend the Offer beyond January 31, 1998. Subject to the terms and
conditions of the Offer and this Agreement, Parent shall accept for
payment, and pay for, all Shares validly tendered and not withdrawn
pursuant to the Offer that Parent becomes obligated to accept for payment
and pay for pursuant to the Offer, as promptly as practicable after the
expiration of the Offer.
2. Amendment of Section 8.3(a) (Termination by the Company) of the Original
Agreement. Section 8.3(a) of the Original Agreement is deleted in its entirety
and replaced with the following provision:
(a) after January 31, 1998, Parent shall have failed to pay for Shares
pursuant to the Offer; provided, however, that the right to terminate this
Agreement pursuant to this subsection (a) shall not be available to the
Company if it has breached in any material respects its obligations under
this Agreement that in any manner shall have proximately contributed to the
failure references in this clause (a);
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3. Amendment of Section 8.4(a) (Termination by Parent and Merger Sub) of
the Original Agreement. Section 8.4(a) of the Original Agreement is hereby
modified so that the date January 15, 1998, which appears in Section 8.4(a),
shall be replaced with January 31, 1998.
4. Amendment of Annex A of the Original Agreement. Annex A of the Original
Agreement is hereby modified so that the date October 31, 1997, which appears in
Annex A, shall be replaced with January 31, 1998.
5. Other Provisions. Except as expressly provided herein, the Original
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Second Amendment has been duly executed and
delivered by duly authorized officers of the parties hereto as of the date
hereof.
CHIPS AND TECHNOLOGIES, INC.
by: /s/ JAMES F. STAFFORD
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Name: James F. Stafford
Title: President and CEO
INTEL CORPORATION
by: /s/ LESLIE L. VADASZ
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Name: Leslie L. Vadasz
Title: Sr. Vice President
INTEL ENTERPRISE CORPORATION
by: /s/ CARY KLAFTER
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Name: Cary Klafter
Title: President
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