<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
AMATI COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.20 PER SHARE
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
023115 10 8
------------------------------
(CUSIP NUMBER)
RICHARD J. AGNICH
TEXAS INSTRUMENTS INCORPORATED
7839 CHURCHILL WAY, M/S 3999
DALLAS, TEXAS 75251
(972) 995-2551
---------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
FEBRUARY 27, 1998
------------------------------------------------------
(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. [ ]
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 023115 10 8
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Texas Instruments Incorporated (75-0289970)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
2
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 023115 10 8
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DSL Acquisition Corporation (75-2735708)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
3
<PAGE> 4
This Amendment No. 1 to Schedule 13D amends and supplements the
Schedule 13D originally filed on January 5, 1998 (the "Schedule 13D") by Texas
Instruments Incorporated, a Delaware corporation ("Parent"), and DSL
Acquisition Corporation, a Delaware corporation ("Purchaser"), relating to the
tender offer (the "Offer") by Purchaser to purchase all outstanding shares of
common stock, par value $.20 per share (the "Shares"), of Amati Communications
Corporation, a Delaware corporation (the "Company"), at $20.00 per Share, net
to the seller in cash, without interest, on the terms and subject to the
conditions set forth in the Offer to Purchase dated November 25, 1997 and in
the related Letter of Transmittal. The Offer was made pursuant to an Agreement
and Plan of Merger dated as of November 19, 1997 (the "Merger Agreement") by
and among the Company, Purchaser and Parent. Capitalized terms not defined
herein have the meanings assigned thereto in the Merger Agreement, which is
attached as Exhibit 99(c)(1) to Parent's Schedule 14D-1 filed on November 25,
1997.
In connection with the foregoing, Purchaser and Parent hereby amend
and supplement the Schedule 13D as follows:
ITEM 5. INTEREST IN SECURITIES OF ISSUER
Items 5(a) - (c) and (e) are hereby amended and supplemented by the
addition of the following paragraphs hereto:
(a) - (b) The information set forth in rows 7 through 11 of
each Cover Page of this Amendment No. 1 to Schedule 13D is incorporated herein
by reference.
(c) On February 27, 1998, pursuant to the terms and
conditions of the Merger Agreement, Purchaser was merged with and into the
Company such that the Company became a wholly-owned subsidiary of Parent, and
Purchaser ceased to exist as an independent entity (the "Merger"). Each Share
issued and outstanding immediately prior to the Effective Time (other than
Shares owned by Parent, Purchaser or any wholly-owned subsidiary of Parent, or
Shares held by dissenting stockholders who properly exercised and perfected
their appraisal rights under Section 262 of the General Corporation Law of the
State of Delaware) was, by virtue of the Merger, converted into the right to
receive $20.00 in cash. Each Share held by Parent, Purchaser or any
wholly-owned subsidiary of Parent immediately prior to the Effective Time was,
by virtue of the Merger, cancelled and retired and ceased to exist.
Simultaneously, each share of the common stock, par value $.01 per share, of
Purchaser was, by virtue of the Merger, converted into one share of the common
stock of the Company. Accordingly, Parent owns 1,000 shares of the common
stock of the Company, which is 100% of the outstanding common stock thereof.
In addition, a Form 15 was filed with the Commission on February 27, 1998 in
order to deregister the common stock of the Company. A press release relating
to the foregoing is filed as Exhibit 99.2 hereto and is incorporated herein by
reference.
4
<PAGE> 5
(e) By virtue of the Merger, on February 27, 1998,
Purchaser ceased to exist and so is no longer a beneficial owner of the
Company.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented by the addition of the
following exhibit thereto:
Exhibit 99.2 Press Release issued by Parent dated
February 27, 1998
5
<PAGE> 6
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.
March 4, 1998 TEXAS INSTRUMENTS INCORPORATED
- --------------
Date
By: /s/ WILLIAM A. AYLESWORTH
------------------------------------------------
William A. Aylesworth, Senior Vice President,
Treasurer and Chief Financial Officer
March 4, 1998 DSL ACQUISITION CORPORATION
- --------------
Date
By: /s/ GEORGE BARBER
------------------------------------------------
George Barber, President
6
<PAGE> 7
INDEX TO EXHIBITS
Exhibit 99.2 Press Release issued by Parent dated
February 27, 1998
<PAGE> 1
EXHIBIT 99.2
TEXAS INSTRUMENTS CLOSES ACQUISITION OF AMATI COMMUNICATIONS CORPORATION
Dallas (February 27, 1998) - Texas Instruments Incorporated (NYSE:TXN)
today completed its previously announced acquisition of Amati Communications
Corporation after a special meeting of Amati stockholders. The company was
Merged with TI's DSL Acquisition Corporation and is now a wholly-owned
subsidiary of Texas Instruments. TI previously acquired 77% of Amati's
outstanding shares through a tender offer consummated on December 24, 1997. All
outstanding shares not held by TI were converted in the merger into the right
to receive $20.00 per share in cash.
This acquisition strengthens TI's position for providing digital signal
processing solutions for high-speed Internet connectivity and quality video
services. Amati is a world leader in digital modem technology, also known as
Digital Subscriber Line (xDSL), which lets ordinary phone lines transmit data
more than 100 times faster than today's 56K analog voiceband modems. Using TI's
digital signal processing technology, next generation modems will provide users
with faster, more reliable access to the Internet along with the ability to use
a single phone for simultaneous functions.
<PAGE> 2
Texas Instruments Closes Acquisition of Amati Communications Corporation Page 2
Amati employees, along with TI employees currently focused on the modem
market, will combine to form the Datacom Business Unit of TI's Semiconductor
Group.
# # #
NOTE TO EDITORS: Texas Instruments Incorporated is a global semiconductor
company and the world's leading designer and supplier of digital signal
processing solutions, the engines driving the digitization of electronics.
Headquartered in Dallas, Texas, the company's products also include
calculators, controls and sensors, metallurgical materials and digital light
processing technologies. The company has manufacturing or sales operations in
more than 25 countries.
Texas Instruments is traded on the New York Stock Exchange under the symbol
TXN. More information is located on the World Wide Web at http://www.ti.com
