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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
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. 3 dated October 8, 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
October 2, 1997, between the Company, Intel and Purchaser is filed as Exhibit
(c)(2) 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 Friday November 17, 1997, is filed as Exhibit (a)(11) 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)(11) Press release dated October 7, 1997, issued by Intel.
(c)(2) Amendment to Agreement and Plan of Merger, dated as of October 2,
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: October 8, 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 8, 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)(11) Press release dated October 7, 1997, issued by Intel.
(c)(2) Amendment to Agreement and Plan of Merger, dated as of
October 2, 1997, between the Company, Intel and Purchaser.
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Exhibit (a)(11)
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., Oct. 7, 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
Nov. 21, 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.
As of the close of business on Oct. 6, 1997, approximately 14,261,400
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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AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Amendment to Agreement and Plan of Merger (this "Amendment") is made
and entered into as of the 2nd day of October 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 (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 November 30,
1997, 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 November 30, 1997. 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 November 30, 1997, 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 8.5(b) (Effect of Termination and Abandonment) of
the Original Agreement. Section 8.5(b) of the Original Agreement is deleted in
its entirety and replaced with the following provision:
(b)(i) In lieu of any liability or obligation to pay damages (other
than the obligation to reimburse Parent for expenses pursuant to Section
8.5(a)), if (A) there shall be a proposal by a Third Party for a Third
Party Acquisition existing at the time of termination of the Agreement by
the Parent and Merger Sub, and (B) Parent and Merger Sub shall have
terminated this Agreement pursuant to Section 8.4(b) or (c) or (d) and,
with respect to a termination pursuant to Section 8.4(d) the Company has
breached in any material respect its obligations under this Agreement in
any manner which proximately contributed to Parent and Merger Sub's
termination of the Offer, the Company shall pay to Parent (i) within two
(2) business days after such termination $2,000,000 and (ii) an additional
$3,500,000 upon consummation, if any, of any Third Party Acquisition with a
Person who had proposed a Third Party Acquisition prior to the time of the
termination of this Agreement by the Parent and Merger Sub.
(b)(ii) In lieu of any liability or obligation to pay damages (other
than the obligation to reimburse Parent for expenses pursuant to Section
8.5(a)), (A) if there shall not have been a material breach of any
representation, warranty, covenant or agreement on the part of the Parent
or Merger Sub and (B) the Company shall have terminated this Agreement
pursuant to Section 8.3(b), the Company shall pay to Parent (i)
concurrently with such termination $2,000,000 and (ii) an additional
$3,500,000 upon consummation, if any, of either the Superior Proposal
giving right to terminate this Agreement under Section 8.3(b) or any Third
Party Acquisition with a Person who had proposed a Third Party Acquisition
prior to the termination of this Agreement under section 8.3(b). (Such
amounts payable pursuant to Section 8.5(b)(i) or this Section 8.5(b)(ii)
are referred to in the aggregate in this Agreement as the "Termination
Fee.")
4. Other Provisions. Except as expressly provided herein, the Original
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this 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
------------------------------------
Name: James F. Stafford
Title: President and CEO
INTEL CORPORATION
by: /s/ LESLIE L. VADASZ
------------------------------------
Name: Leslie L. Vadasz
Title: Sr. Vice President
INTEL ENTERPRISE CORPORATION
by: /s/ CARY KLAFTER
------------------------------------
Name: Cary Klafter
Title: President
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