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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 2)
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. 2 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission
(the "Commission") on March 18, 1999 (as subsequently amended, the "Schedule
14D-9"), 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 terms 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
(as subsequently amended, 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, sent the following letter to Arthur van der Poel,
Chairman of Philips Semiconductors:
March 19, 1999
Mr. A.P.M. van der Poel
Chairman and Chief Executive Officer
Philips Semiconductors International B.V.
P.O. Box 218, 5600 MD Eindhoven
The Netherlands
Dear Arthur:
In response to your letter of March 19, 1999, we will look forward to working
out a process for discussions with you concerning these matters.
The most effective way to establish this process is to have your investment
bankers and/or lawyers contact our counterparts. I have alerted our
bankers/lawyers to be prepared for calls from your investment bankers and
lawyers.
Very truly yours,
VLSI Technology, Inc.
/s/ Alfred J. Stein
Alfred J. Stein
Chairman and CEO
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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 22, 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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