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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
DSP COMMUNICATIONS, INC.
(Name of Subject Company)
INTEL CORPORATION
CWC ACQUISITION CORPORATION
(Bidders)
Common Stock, $.001 par value
(Title of Class of Securities)
23332K106
(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 Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies To:
Kenneth R. Lamb
Gibson, Dunn & Crutcher LLP
One Montgomery Street
Telesis Tower
San Francisco, CA 94104
(415) 393-8200
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INTRODUCTION
This Amendment No. 1 dated November 12, 1999 to Tender Offer Statement on
Schedule 14D-1 dated October 20, 1999 (the "Schedule 14D-1") relates to the
offer by CWC Acquisition Corporation, a Delaware corporation, and a wholly owned
subsidiary of Intel Corporation, a Delaware corporation ("Intel"), to purchase
all outstanding shares of common stock, $.001 par value per share, of DSP
Communications, Inc., a Delaware corporation (the "Company"), at a price of $36
per Share, net to the tendering stockholder in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated October 20, 1999
(the "Offer to Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer").
Capitalized terms used but not 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 the addition of the following
information thereto:
A copy of Intel and the Company's press release announcing that they have
received the approval from the Israeli Office of the Chief Scientist for the
indirect acquisition of the Company's Israeli subsidiaries by Intel or an
affiliated company pursuant to the Offer is filed as Exhibit (a)(10) to the
Schedule 14D-1 and is incorporated herein by reference. In the press release,
Intel and the Company also announced that the Investment Center of the Israeli
Ministry of Industry and Trade has notified the Company that its approval is not
required for the acquisition of the Company by Parent, as this transaction does
not result in a change in the direct ownership of the Company's Israeli
subsidiaries. Also in the press release, Intel and the Company announced that
they received approvals from the Director General of the Israeli Antitrust
Authority, thereby completing all Israeli governmental approvals of the
transaction.
A copy of Intel and the Company's press release announcing that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act for federal
antitrust review of the Offer expired at 11:59 p.m., Washington, D.C. time, on
Wednesday, November 10, 1999, is field 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 the addition of the following
exhibit:
(a)(10) Press Release dated November 4, 1999, issued by Intel and the
Company.
(a)(11) Press Release dated November 10, 1999, issued by Intel and the
Company.
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SIGNATURE
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: November 12, 1999 CWC ACQUISITION CORPORATION
By: /s/ SUZAN A. MILLER
--------------------------------
Suzan A. Miller
President
SIGNATURE
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: November 12, 1999 INTEL CORPORATION
By: /s/ PETER N. DETKIN
--------------------------------
Peter N. Detkin*
Vice President, Legal
Assistant General Counsel,
as authorized representative of
F. Thomas Dunlap, Jr.
Vice President, General Counsel
and Secretary
* Delegation of authority to execute this Amendment No. 1 to Schedule 14D-1 by
Peter N. Detkin as authorized representative of F. Thomas Dunlap, Jr. is
attached hereto as Exhibit 1.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit EXHIBIT INDEX
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<S> <C>
(a)(10) Press Release dated November 4, 1999, issued by Intel and the Company.
(a)(11) Press Release dated November 10, 1999, issued by Intel and the Company.
1 Delegation of Authority.
</TABLE>
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Exhibit (a)(10)
INTEL CORPORATION AND DSP COMMUNICATIONS, INC.
ANNOUNCE RECEIPT OF ISRAELI REGULATORY APPROVALS
SANTA CLARA, Calif., Nov. 4, 1999 -- Intel Corporation and DSP
Communications, Inc. (DSPC) announced today they have received the approval from
the Israeli Office of the Chief Scientist for the indirect acquisition of DSPC's
Israeli subsidiaries by Intel or an affiliated company, through the previously
announced acquisition of DSPC by Intel.
In addition, the Investment Center of the Israeli Ministry of Industry and Trade
notified DSPC that its approval is not required for the acquisition of DSPC by
Intel, as this transaction does not result in a change in the direct ownership
of DSPC's Israeli subsidiaries.
DSPC and Intel also announced they received approvals from the Director General
of the Israeli Antitrust Authority, thereby completing all Israeli governmental
approvals of the transaction.
As previously announced, on October 20, 1999, CWC Acquisition Corporation, a
wholly owned subsidiary of Intel, commenced an all-cash tender offer for all of
the shares of common stock of DSPC for $36.00 per share. The tender offer will
expire at midnight, New York City time, on Wednesday, Nov. 17, 1999, unless the
offer is extended. The companies anticipate they will have all the necessary
regulatory clearances by Nov. 17.
Headquartered in Silicon Valley, DSPC is a leading independent developer and
supplier of form-fit reference designs, chipsets and software to mobile phone
manufacturers. DSPC develops, markets, licenses, and sells application specific
integrated circuits (ASICs) based on digital signal processing (DSP) technology,
software stacks, and reference design development kits for advanced wireless
voice and data communications applications. DSPC wireless technology products
support leading global standards for CDMA, TDMA, and PDC, and will also support
emerging third generation (3G) standards such as Wideband CDMA and cdma2000. The
company's customers include Cadence, Denso, Kenwood, Kyocera, Kokusai, Lucent
Technologies, Motorola, NEC, Philips, Pioneer, SANYO, Sharp, and SK Teletech.
DSPC maintains a presence worldwide with offices in the United States, Japan,
Israel, and Canada. DSPC stock is traded on the New York Stock Exchange under
the symbol DSP. For more information, please visit http://www.dspc.com.
Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products. Additional information about
Intel is available at www.intel.com/pressroom.
*Third party marks and brands are property of their respective holders.
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EXHIBIT (a)(11)
INTEL ACQUISITION OF DSP COMMUNICATIONS, INC.
RECEIVES U.S. REGULATORY CLEARANCE
SANTA CLARA, Calif., Nov. 11, 1999 -- Intel Corporation and DSP Communications,
Inc. (NYSE: DSP) today announced that the waiting period for federal antitrust
review of Intel's proposed acquisition of DSP Communications, Inc. (DSPC)
expired at 11:59 p.m. on Wednesday, Nov. 10, 1999. As a result of the
expiration, the parties have clearance from U.S. federal antitrust agencies to
complete the acquisition. No additional regulatory clearances are needed.
Intel commenced its previously announced tender offer for the purchase of all
the outstanding shares of common stock of DSPC at a price of $36.00 net per
share in cash on Oct. 20, 1999. The offer and withdrawal rights will expire at
midnight, New York City time on Wednesday, Nov. 17, 1999, unless Intel elects
(subject to the terms of its agreement with DSPC) to extend the offer. D.F. KING
& CO., INC (D.F. King) is acting as information agent for the offer. D.F. King
may be contacted (toll free) at (800) 714-3312 or (call collect) (212) 269-5550.
Headquartered in Silicon Valley, DSPC is a leading independent developer and
supplier of form-fit reference designs, chipsets and software to mobile phone
manufacturers. DSPC develops, markets, licenses, and sells application specific
integrated circuits (ASICs) based on digital signal processing (DSP) technology,
software stacks, and reference design development kits for advanced wireless
voice and data communications applications. DSPC wireless technology products
support leading global standards for CDMA, TDMA, and PDC, and will also support
emerging third generation (3G) standards such as Wideband CDMA and cdma2000. The
company's customers include Cadence, Denso, Kenwood, Kyocera, Kokusai, Lucent
Technologies, Motorola, NEC, Philips, Pioneer, SANYO, Sharp, and SK Teletech.
DSPC maintains a presence worldwide with offices in the United States, Japan,
Israel, and Canada. DSPC stock is traded on the New York Stock Exchange under
the symbol DSP. For more information, please visit http://www.dspc.com.
Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products. Additional information about
Intel is available at www.intel.com/pressroom.
*Third party marks and brands are property of their respective holders.
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Exhibit 1
November 9, 1999
To Whom it May Concern:
I will be out of the office from 11/10 returning 11/12. In my absence Peter N.
Detkin will have full signature authority.
/s/ F. THOMAS DUNLAP, JR.
F. Thomas Dunlap, Jr.,
Vice President, General
Counsel and Secretary
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