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As filed with the Securities and Exchange Commission on September 11, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
SILICON GRAPHICS, INC.
(Name of Issuer)
ZERO COUPON CONVERTIBLE SUBORDINATED
DEBENTURES DUE 2013
(Title of Class of Securities)
827056 AB
(CUSIP Number of Class of Securities)
SANDRA M. ESCHER
DIRECTOR, CORPORATE LEGAL SERVICES
SILICON GRAPHICS, INC.
2011 NORTH SHORELINE BOULEVARD
MOUNTAIN VIEW, CA 94043-1389
(415) 960-1980
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person Filing Statement)
Please Address a Copy of All Communications to:
WILLIAM H. HINMAN, JR.
SHEARMAN & STERLING
555 CALIFORNIA STREET
SAN FRANCISCO, CA 94104
(415) 616-1100
AUGUST 7, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
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AMENDEMENT NO. 1 TO
ISSUER TENDER OFFER STATEMENT ON SCHEDULE 13E-4
This Amendment No. 1 dated September 11, 1997 supplements the Issuer Tender
Offer Statement on Schedule 13E-4 (the "Original Statement") filed with the
Securities and Exchange Commission (the "Commission") on August 7, 1997 by
Silicon Graphics, Inc. (the "Company") in connection with the filing under the
Securities Act of 1933, as amended, of a registration statement on Form S-4 (the
"Registration Statement") regarding an exchange offer (the "Offer") to holders
of the Company's Zero Coupon Convertible Subordinated Debentures due 2013 (the
"Debentures"). A copy of the Prospectus dated August 7, 1997 (the
"Prospectus"), which is contained in the Registration Statement (Registration
No. 333-32379) declared effective by the Commission on August 7, 1997, was
incorporated by reference in the Original Statement.
The Offer terminated at 12:00 Midnight, New York City time, on Thursday,
September 4, 1997. A total of $447,910,000 aggregate principal amount at
maturity of Debentures was tendered and accepted in the Offer. In exchange
therefor, the Company issued $230,609,000 aggregate principal amount of its 5
1/4% Senior Convertible Notes due 2004. Debentures with an aggregate principal
amount at maturity of $7,090,000 were not tendered in the Offer and remain
outstanding.
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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 and correct.
SILICON GRAPHICS, INC.
Date: September 11, 1997 By: /s/ William M. Kelly
------------------------------------
Name: William M. Kelly
Title: Senior Vice President,
Corporate Operations
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