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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
OAK TECHNOLOGY, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
671802 10 6
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(CUSIP Number)
DAVID D. TSANG
C/O OAK TECHNOLOGY, INC.
139 KIFER COURT
SUNNYVALE, CALIFORNIA 94086
(408) 737-0888
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JANUARY 6, 1999
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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 ___.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 2 OF 5 PAGES
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AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 amends and supplements the Schedule 13D dated
November 17, 1998 as amended and restated by Amendment No. 1 dated November 24,
1998 (as so amended and restated, the "Statement") filed with respect to the
Common Stock (the "Common Stock") of Oak Technology, Inc. ("Oak").
Except as set forth below, there are no changes to the information set
forth in the Statement. Capitalized terms used and not defined herein have the
same meanings previously ascribed to them in Statement.
Items 3, 4 and 7 are hereby amended and restated as follows:
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 3 OF 5 PAGES
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ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All acquisitions of Common Stock by Mr. Tsang have been made using
personal funds.
All acquisitions of Common Stock by Mr. Hsu have been made using
personal funds.
All acquisitions of Common Stock by ASE have been made using funds of
an affiliate of ASE.
ITEM 4 - PURPOSE OF TRANSACTION
On November 13, 1998, the Reporting Persons made a proposal (the
"Proposal") to the Board of Directors of Oak (the "Board of Directors") to
acquire, through an entity formed by the Reporting Persons, all of the shares of
Common Stock of Oak not currently owned by them. Pursuant to the Proposal, each
holder (other than the Reporting Persons) would have received $4.50 in cash for
each share of Common Stock.
On December 21, 1998, the Reporting Persons issued a press release in
which the Reporting Persons announced the expiration of the Proposal.
While the Reporting Persons no longer have any specific plan or
proposal to acquire or dispose of Oak's Common Stock, the Reporting Persons at
any time and from time to time may acquire additional Common Stock or dispose of
any or all of their Common Stock depending upon an ongoing evaluation of the
investment in the Common Stock, prevailing market conditions, other investment
opportunities and other investment considerations.
Any or all of the Reporting Persons may engage in communications with
one or more stockholders of Oak, one or more officers of Oak and/or one or more
members of the board of directors of Oak and/or one or more representatives of
Oak regarding Oak, including but not limited to its operations. In addition, any
or all of the Reporting Persons may discuss ideas that, if effected, may result
in any of the following: the acquisition by persons of additional Common Stock
of Oak; an extraordinary corporate transaction involving Oak; and/or changes in
the board of directors or management of Oak.
Except the extent the foregoing may be deemed a plan or proposal, the
Reporting Persons do not have any plans or proposals which relate to, or could
resulting in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. Any or all of the
Reporting Persons may, at any time and from time to time, review or reconsider
their positions and/or change their purposes and/or formulate plans or proposals
with respect thereto.
Following the filing of this Amendment No. 2, the Reporting Persons
will no longer be making joint filings regarding the matters related hereto.
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 4 OF 5 PAGES
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ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
The following documents are included in this Statement as Exhibits
hereto:
1. Letter, dated November 13, 1998, from David D. Tsang to Oak.*
2. Joint Filing Statement.**
3. Press Release, issued by Oak, dated November 18, 1998.**
4. Press Release, issued by Oak, dated November 23, 1998.**
5. Press Release, issued by Gold Acquisition Group, dated
December 21, 1998.
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* Filed with original Statement on November 17, 1998.
** Filed with Amendment No. 1 on November 24, 1998.
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 5 OF 5 PAGES
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: January 6, 1999
DAVID D. TSANG
/s/ DAVID D. TSANG
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David D. Tsang
TA-LIN HSU
/s/ TA-LIN HSU
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Ta-lin Hsu
ADVANCED SEMICONDUCTOR
ENGINEERING, INC.
/s/ JASON C.S. CHANG
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Chairman
ASIA PACIFIC GROWTH FUND II, L.P.
By: H&Q ASIA PACIFIC II, LLC, General
Partner
/s/ TA-LIN HSU
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Managing Member
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EXHIBIT INDEX
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Exhibit Description
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1 Letter, dated November 13, 1998 from David D. Tsang
to the Company.*
2 Joint Filing Statement.**
3 Press Release dated November 18, 1998.**
4 Press Release dated November 23, 1998.**
5 Press Release dated December 21, 1998
* Filed with original Statement on November 17, 1998.
** Filed with Amendment No. 1 on November 24, 1998.
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EXHIBIT 5
GOLD ACQUISITION GROUP ANNOUNCES EXPIRATION
OF OFFER TO ACQUIRE OAK TECHNOLOGY
SUNNYVALE, Calif. -- (BUSINESS WIRE) -- Dec. 21, 1998 -- Gold Acquisition
Group announced today that its proposal to acquire all of the outstanding shares
of Oak Technology, Inc. at a price of $4.50 per share had expired. The buyout
offer had originally been made in a letter dated November 13, 1998 to the Oak
Technology Board of Directors from David Tsang, Chairman and Chief Executive
Officer of Oak Technology, on behalf of Gold Acquisition Group. Gold Acquisition
Group was to be comprised of Mr. Tsang, Advanced Semiconductor Engineering, Inc.
and H&Q Asia Pacific Growth Fund.
In reaching the decision to allow the proposal to expire, Jason Chang,
Chairman of Advanced Semiconductor Engineering, commented, "We continue to
believe that the proposal put forward reflects a fair valuation for the company,
especially given the difficult conditions that continue to exist in the market.
Because of this, we are very disappointed that neither the Oak Technology
Special Committee of its Board of Directors nor any of its advisors chose to
discuss any part of our offer or its terms with any member of our group or our
professional advisors prior to making its determination to reject it. In the
coming days, we will evaluate the various alternatives available to us regarding
our investment in Oak Technology. Although we have no present plans of this
sort, we believe it appropriate to hold open our options regarding acquiring
additional shares of Oak Technology stock or disposing of our current holdings
of the stock. We may also have further communications with one or more other Oak
Technology stockholders, employees of the company or members of its Board of
Directors."
