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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 2 dated October 3, 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 3. ADDITIONAL INFORMATION
Item 3 is hereby amended and supplemented by addition of the following
information thereto:
A copy of Intel's press release announcing that Intel and the Company have
reached an agreement in principle to settle shareholder class action litigation
brought in the Delaware Court of Chancery is filed as Exhibit (a)(10) to the
Schedule 14D-1 and incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by addition of the following
exhibit thereto.
(a)(10) Press release dated October 2, 1997, issued by Intel.
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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: October 3, 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: October 3, 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
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EXHIBIT EXHIBIT INDEX
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(a)(10) Press release dated October 2, 1997, issued by Intel.
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ANNEX B
CONTACT:
Chuck Malloy
Intel Corporation
(408) 765-3684
chuck [email protected]
Tim Christofferson
Chips & Technologies
(408) 434-0601, ext. 2310
INTEL AND CHIPS AND TECHNOLOGIES ANNOUNCE AGREEMENT IN PRINCIPLE TO SETTLE
DELAWARE LITIGATION
Santa Clara, Calif., October 2, 1997 -- Intel Corporation and Chips and
Technologies, Inc. jointly announced today that they have reached an agreement
in principle to settle shareholder class action litigation brought in the
Delaware Court of Chancery. The Delaware litigation was filed against Chips and
Technologies on July 31, 1997, and was amended by the plaintiffs to include
Intel and a subsidiary on Sept. 19, 1997. The suit sought to halt the
consummation of the previously proposed acquisition of Chips and Technologies by
Intel.
The terms of the settlement agreement, which must still be presented to and
approved by the Delaware Court of Chancery at a settlement hearing, call for
Chips and Technologies to make additional disclosure in a Securities and
Exchange Commission Filing which will then be mailed to Chips shareholders. The
settlement also calls for Chips and Technologies and Intel to amend their
current Merger Agreement to extend to Nov. 30, 1997, the date after which either
Intel or Chips and Technologies may unilaterally terminate the transaction if
the tender offer has not been consummated. The settlement also provides that, in
the event that Chips seeks to terminate the Merger Agreement due to an
unsolicited higher offer meeting the standards set forth in the Merger
Agreement, the maximum fee payable to Intel would be reduced from $15 million to
$7.5 million.
The settlement contains no agreement to pay plaintiffs' attorneys fees. The
plaintiffs have reserved the right to apply to the Delaware Court of Chancery
for a fee and expense award, and defendants have reserved the right to oppose
any such application.
The Merger Agreement between the parties provides that Chips may not
solicit other offers, but may, under certain conditions, entertain negotiations
with parties who make unsolicited superior proposals to purchase Chips and
Technologies.
Chips and Technologies is the world's number one supplier of flat panel
video graphics controllers and accelerators to the portable computer market.
Chips and Technologies can be reached on the worldwide web at
http:/www.chips.com.
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.
B-1
