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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 1)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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VLSI TECHNOLOGY, INC.
(Name Of Subject Company)
VLSI TECHNOLOGY, INC.
(Name Of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title Of Class Of Securities)
918270109
(Cusip Number Of Class Of Securities)
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ALFRED J. STEIN
CHIEF EXECUTIVE OFFICER
VLSI TECHNOLOGY, INC.
1109 MCKAY DRIVE
SAN JOSE, CALIFORNIA 95131
(408) 434-3100
(Name, Address And Telephone Number Of Person Authorized To
Receive Notice And Communications On Behalf Of Person(s) Filing Statement)
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COPIES TO:
CHRISTOPHER L. KAUFMAN
LATHAM & WATKINS
135 COMMONWEALTH DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 328-4600
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission (the "Commission") on March 18, 1999, by VLSI Technology,
Inc., a Delaware corporation ("VLSI"), relating to the cash tender offer by
Koninklijke Philips Electronics N.V., a company organized under the laws of The
Netherlands ("Philips"), and KPE Acquisition Inc. ("KPE"), a Delaware
corporation and an indirect wholly owned subsidiary of Philips, to purchase all
outstanding shares of Common Stock, par value $.01 per share (the "Common
Stock"), of VLSI including the associated preferred stock purchase rights (the
"Rights" and, together with the Common Stock, the "Shares") issued pursuant to
the Common Share Rights Agreement, dated as of November 7, 1989, as amended on
August 12, 1992, as amended and restated on August 24, 1992 and as further
amended and restated as of March 7, 1999, all as set forth in the Second Amended
and Restated Rights Agreement (the "Second Amended and Restated Rights
Agreement"), between VLSI and BankBoston, N.A. (formerly The First National Bank
of Boston), as Rights Agent, at a price of $17.00 per Share, net to the seller
in cash, upon the term and subject to the conditions set forth in KPE's Offer to
Purchase dated March 5, 1999 and the related Letter of Transmittal (which
together constitute the "Philips Offer"). The Philips Offer is disclosed in a
Tender Offer Statement on Schedule 14D-1, dated March 5, 1999, and amended March
17, 1999 (the "Schedule 14D-1"), as filed with the Commission. Unless otherwise
indicated, all capitalized terms used but not defined shall have the meanings
ascribed to them in the Schedule 14D-9.
ITEM 3. THE SOLICITATION OR RECOMMENDATION.
The response to Item 3 is hereby amended and supplemented by adding the
following:
On March 19, 1999, Alfred J. Stein, Chairman of the Board and Chief
Executive Officer of VLSI, received the following letter from Arthur van der
Poel, Chairman of Philips Semiconductors:
March 19, 1999
Mr. A.J. Stein
Chairman & CEO
VLSI Technology, Inc.
1109 McKay Drive
San Jose, CA 95131 - U.S.A.
Dear Mr. Stein,
We were encouraged to read in VLSI's Schedule 14D-9 that the VLSI Board of
Directors has determined to explore its strategic alternatives and that
those alternatives could include negotiations with interested parties,
including Philips. As we have said previously, we would be delighted to
negotiate with you and are prepared to send a team to California as early as
next week so that we can commence discussions.
I will give you a call on Monday next regarding the scheduling of the
meetings we propose, and I look forward to your response.
Sincerely,
/S/ARTHUR VAN DER POEL
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Arthur van der Poel
C.c Board of Directors of VLSI Technology, Inc.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
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Dated: March 19, 1999 VLSI TECHNOLOGY, INC.
By: /s/ Alfred J. Stein
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Name: Alfred J. Stein
Title: Chairman of the Board and
Chief Executive Officer
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