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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
AMATI COMMUNICATIONS CORPORATION
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.20 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
023115 10 8
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(CUSIP NUMBER)
RICHARD AGNICH
TEXAS INSTRUMENTS INCORPORATED
7839 CHURCHILL WAY, M/S 3995
DALLAS, TEXAS 75251
(972) 995-2551
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
WITH A COPY TO:
R. SCOTT COHEN
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201-6950
(214) 746-7738
DECEMBER 24, 1997
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE BECAUSE OF RULE 13d-1(b)(3) OR (4), CHECK THE FOLLOWING BOX. [ ]
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CUSIP NO. 023115 10 8 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TEXAS INSTRUMENTS INCORPORATED (75-0289970)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 15,290,381
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
15,290,381
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,290,381
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.3%
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14 TYPE OF REPORTING PERSON
CO
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2
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CUSIP NO. 023115 10 8 SCHEDULE 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DSL ACQUISITION CORPORATION (75-2735708)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 15,290,381
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
15,290,381
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,290,381
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.3%
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14 TYPE OF REPORTING PERSON
CO
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3
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This statement constitutes the initial filing by Texas Instruments
Incorporated, a Delaware corporation ("Parent"), and DSL Acquisition
Corporation, a Delaware corporation ("Purchaser"), under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d-1
promulgated thereunder. Parent and Purchaser are making this joint filing
because they constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act.
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is:
Common Stock, par value $.20 per share (the "Common Stock"), of
Amati Communications Corporation, a Delaware corporation (the
"Company").
The name of the issuer and the address of its principal executive offices
are:
Amati Communications Corporation
2043 Samaritan Drive
San Jose, California 95124
ITEM 2. IDENTITY AND BACKGROUND
The name, the state of organization, the principal business, the address of
the principal business and the address of the principal office of Parent and
Purchaser are set forth below:
(i) Parent, a Delaware corporation, is a global semiconductor company and
the world's leading designer and supplier of digital signal processing
solutions. The principal executive offices of Parent are located at 13500 North
Central Expressway, P.O. Box 655474, Dallas, Texas 75265-5474.
(ii) Purchaser is a Delaware corporation and wholly owned subsidiary of
Parent. It was formed at the direction of Parent for the sole purpose of
consummating the acquisition of the Company pursuant to the Offer (as defined
below) and the Merger (as defined below). The principal executive offices of
Purchaser are located at 13500 North Central Expressway, P.O. Box 655474,
Dallas, Texas 75265-5474.
The name, residence or business address, and present principal occupation or
employment of each executive officer or director of Parent or Purchaser, of each
person controlling Parent or Purchaser, and each executive officer and director
of any corporation or other person ultimately in control of Parent or Purchaser
and the name, principal business
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and address of any corporation or other organization in which such employment is
conducted are set forth below:
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
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<S> <C>
James R. Adams Chairman of the Board of Parent
David L. Boren President of the University of Oklahoma
James B. Busey IV Retired from U.S. Navy
Daniel A. Carp President and Chief Operating Officer of Eastman
Kodak Company
Thomas J. Engibous President and Chief Executive Officer of Parent
Gerald W. Fronterhouse Investments
Wayne R. Sanders Chairman of the Board and Chief Executive Officer of
Kimberly-Clark Company
Gloria M. Shatto President of Berry College
William P. Weber Vice Chairman of Parent
Clayton K. Yeutter Of Counsel, Hogan & Hartson
Gary D. Clubb Executive Vice President and President, Digital
Imaging Group, of Parent
David D. Martin Executive Vice President of Parent
Richard K. Templeton Executive Vice President and President, Semiconductor
Group, of Parent
Richard J. Agnich Senior Vice President, Secretary and General Counsel
of Parent
William A. Aylesworth Senior Vice President, Treasurer and Chief Financial
Officer of Parent
Chuck F. Nielson Vice President of Human Resources of Parent
Elwin L. Skiles, Jr. Vice President of Corporate Communications of Parent
George Barber President of the Purchaser; Vice President,
Semiconductor Group, of Parent
Marvin S. Self Vice President of the Purchaser; Senior Vice President
and Chief Financial Officer, Semiconductor Group, of
Parent
Gregory L. Waters Vice President of the Purchaser; Director of Network
Access Products, Semiconductor Group, of Parent
</TABLE>
Each of the foregoing persons is a citizen of the United States. The
business address of each of the foregoing persons is c/o Parent, 13500 North
Central Expressway, P.O. Box 655474, Dallas, Texas 75265-5474.
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During the past five years, neither Parent nor Purchaser and, to the best
knowledge of Parent and Purchaser, no other person referenced in this Item 2 has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The funds used by Purchaser to purchase the shares of Common Stock
beneficially owned directly by Purchaser (and indirectly by Parent) were
obtained through a capital contribution from Parent. Parent obtained such funds
from its cash on hand.
ITEM 4. PURPOSE OF TRANSACTION
Parent, Purchaser and the Company are parties to an Agreement and Plan of
Merger dated as of November 19, 1997 (the "Merger Agreement"). Pursuant to the
Merger Agreement, Purchaser commenced on November 25, 1997 a tender offer (the
"Offer") for all outstanding shares of Common Stock of the Company at a price of
$20.00 per share, net to the seller in cash, without interest. The Offer expired
at 12:00 midnight, New York City time, on December 23, 1997. Following the
expiration of the Offer, Purchaser accepted for payment 15,290,381 shares of
Common Stock (approximately 77.3% of the issued and outstanding shares of Common
Stock) validly tendered and not withdrawn pursuant to the Offer, which number
gives effect to the failure of a number of shares of Common Stock to be
delivered in accordance with guaranteed delivery procedures. In accordance with
the terms of the Merger Agreement, three of the Company's five directors
resigned upon the consummation of the Offer and were replaced with three persons
designated by Parent.
Pursuant to the Merger Agreement, a meeting of the Company's stockholders
will be held as soon as practicable for the purpose of approving the merger (the
"Merger") of Purchaser with and into the Company. In connection with the Merger,
the Company will become a wholly owned subsidiary of Parent and each issued and
outstanding share of the Company's Common Stock (other than shares owned by
Purchaser, held in the treasury of the Company or with respect to which
dissenter's rights have been demanded and perfected in accordance with
applicable Delaware law) shall be converted into the right to receive $20.00 in
cash. Under Delaware law, the affirmative vote of holders of a majority of the
outstanding shares of Common Stock entitled to vote, including the shares owned
by Purchaser, will be required to approve the Merger. Because Purchaser owns
approximately 77.3% of the shares of Common Stock entitled to vote, it will have
the power to effect the Merger without the approval of any other stockholder of
Company. Upon consummation of the Merger, Parent intends to delist the Company's
Common Stock from the NASDAQ Stock Market and to terminate the registration of
the same under Section 12 of the Exchange Act.
6
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The purpose of the Offer and the Merger is to enable Parent, through
Purchaser, to acquire control of the Company's board of directors and the entire
equity interest in the Company. The Offer was commenced and consummated to
increase the likelihood that the Merger would be completed promptly.
Except for the Merger and the election of Parent's designees to fill a
majority of the seats on the Company's board of directors, Parent and Purchaser
have no present plans or proposal that would result in an extraordinary
corporate transaction, such as a merger, reorganization, liquidation, or sale or
transfer of a material amount of assets, involving the Company or any other
material changes in the Company's capitalization, dividend policy, corporate
structure, business or composition of its management. However, Parent and
Westell Technologies, Inc. ("Westell") have entered into an agreement in
principle to outsource to Westell certain of the Company's manufacturing
activities so that following the Merger, the Company can focus on the commercial
implementation of its technologies and research and development activities
related thereto. Notwithstanding the foregoing, Parent intends to evaluate and
review from time to time the Company's assets, operations, management and
personnel and consider what, if any, changes would be desirable in light of
circumstances which then exist. Parent reserves the right to take such actions
or effect such changes as it deems advisable.
ITEM 5. INTEREST OF SECURITIES OF ISSUER
Purchaser is the direct beneficial owner, and Parent is the indirect
beneficial owner, of 15,290,381 shares of the Company's Common Stock
(approximately 77.3% of the issued and outstanding shares). All of such shares
were purchased pursuant to the Offer as described in Item 4.
Parent and Purchaser may be deemed to share both the power to vote and the
power to dispose of all shares of the Company's Common Stock held by Purchaser.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Reference is hereby made to the information provided under Item 4 of this
statement, which Item contains the information called for in response to this
Item 6.
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger, dated as of November 19,
1997, by and among the Company, Parent and Purchaser
(Incorporated by reference to Exhibit (c)(1) of Parent's
Schedule 14D-1 filed on November 25, 1997)
Exhibit 99.1 Joint Filing Agreement, dated as of January 2, 1998,
between Parent and Purchaser
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SIGNATURE
After reasonable 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.
January 2, 1998 TEXAS INSTRUMENTS INCORPORATED
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Date
By: /s/ Richard K. Templeton
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Richard K. Templeton,
Executive Vice President
January 2, 1998 DSL ACQUISITION CORPORATION
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Date
By: /s/ George Barber
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George Barber, President
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INDEX TO EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger, dated as of November 19,
1997, by and among the Company, Parent and Purchaser
(Incorporated by reference to Exhibit (c)(1) of Parent's
Schedule 14D-1 filed on November 25, 1997)
Exhibit 99.1 Joint Filing Agreement, dated as of January 2, 1998,
between Parent and Purchaser
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EXHIBIT 99.1
JOINT FILING AGREEMENT
Each of the undersigned parties hereby agrees that the Schedule 13D to which
this Joint Filing Agreement is an Exhibit is filed by such parties jointly on
behalf of each of them pursuant to Rule 13d-1(f)(1) promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended.
January 2, 1998 TEXAS INSTRUMENTS INCORPORATED
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Date
By: /s/ Richard K. Templeton
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Richard K. Templeton,
Executive Vice President
January 2, 1998 DSL ACQUISITION CORPORATION
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Date
By: /s/ George Barber
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George Barber, President
