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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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. 5 dated November 14, 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 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended and supplemented by the replacement of the
exhibit previously filed as exhibit (a)(12) with the following exhibit.
(a)(12) Press release dated November 13, 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: November 14, 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 14, 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)(12) Press release dated November 13, 1997, issued by Intel.
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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 23, 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. have agreed to
amend 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.