<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
----------------
TRIKON TECHNOLOGIES, INC.
(NAME OF ISSUER)
TRIKON TECHNOLOGIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
7-1/8% CONVERTIBLE SUBORDINATED NOTES DUE 2001
SERIES G PREFERRED STOCK
WARRANTS TO PURCHASE COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
72753MAA7 (7-1/8% CONVERTIBLE SUBORDINATED NOTES DUE 2001)
(CUSIP NUMBER OF CLASS OF SECURITIES)
CHRISTOPHER D. DOBSON
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
TRIKON TECHNOLOGIES, INC.
RINGLAND WAY
NEWPORT, GWENT NP6 2TA
UNITED KINGDOM
011 441 633 414 115
(NAME, ADDRESS AND TELEPHONE NUMBER OF A PERSON AUTHORIZED TO RECEIVE NOTICES
ANDCOMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
COPIES TO:
MICHAEL J. KENNEDY, ESQ.
BROBECK, PHLEGER & HARRISON LLP
SPEAR STREET TOWER
ONE MARKET
SAN FRANCISCO, CA 94105
(415) 442-0900
APRIL 14, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDER)
- --------------------------------------------------------------------------------
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<PAGE>
This Amendment No. 1 (this "Amendment") to the Issuer Tender Offer Statement
on Schedule 13E-4 (the "Statement") relates to (i) the offer by Trikon
Technologies, Inc., a California corporation (the "Company"), to exchange each
$1,000 principal amount of its 7- 1/8% Convertible Subordinated Notes due
October 15, 2001 into (a) 262.7339 shares of its Common Stock, (b) 34.7826
shares of its Series H Preferred Stock and (c) 0.3393 shares of its Series I
Preferred Stock; (ii) the solicitation by the Company of the conversion of
each share of its Series G Preferred Stock into one share of its Common Stock
in exchange for a conversion payment of 1.1251 shares of its Common stock and
0.0027 shares of its Series I Preferred Stock; and (iii) the offer by the
Company to exchange each warrant to purchase its Common Stock issued in
connection with the issuance of its Series G Preferred Stock into one share of
its Common Stock (collectively referred to as the "Exchange Offer"), each upon
the terms and subject to the conditions set forth in the Offering Circular
dated April 14, 1998 (the "Offering Circular"), the related Letters of
Transmittal, copies of which were attached to the Statement as Exhibits
(a)(1), (a)(2), (a)(6) and (a)(7), respectively, and Supplement No. 1, dated
April 27, 1998 ("Supplement No. 1"), to the Offering Circular, a copy of which
is attached hereto as Exhibit (a)(11).
Holders of Notes, Series G Preferred Stock or Warrants should carefully
review all of the information contained in the Offering Circular and
Supplement No. 1 prior to making a decision with respect to the Exchange
Offer.
The Company hereby amends Item 1(b) of the Statement by amending and
restating it as follows:
Item 1. Security and Issuer.
(b) As of the date hereof, there were $86,250,000 aggregate principal amount
of the Company's 7-1/8% Convertible Subordinated Notes Due 2001 (the "Notes")
outstanding, 2,962,032 shares of its Series G Preferred Stock (the "Series G
Preferred Stock") outstanding, and Warrants (the "Warrants") to purchase
888,610 shares of its Common Stock, no par value per share (the "Common
Stock"), outstanding. Upon the terms and subject to the conditions set forth
in the Offering Circular dated April 14, 1998 (as the same may be amended or
supplemented from time to time, the "Offering Circular"), as supplemented by
Supplement No. 1, dated April 27, 1998 ("Supplement No. 1") and the related
Letters of Transmittal, copies of which are filed herewith as Exhibits (a)(1),
(a)(2), (a)(6), (a)(7) and (a)(11), the Company is: (i) offering to exchange
each $1,000 principal amount of Notes outstanding into 262.7339 shares of the
Common Stock, 34.7826 shares of the Company's Series H Preferred Stock, $10
stated amount per share (the "Series H Preferred Stock"), and 0.3393 shares of
the Company's Series I Junior Participating Preferred Stock, no par value per
share (the "Series I Preferred Stock"); (ii) soliciting the conversion of each
share of Series G Preferred Stock into one share of Common Stock in exchange
for a conversion payment of 1.1251 shares of Common Stock and 0.0027 shares of
Series I Preferred Stock; and (iii) offering to exchange each Warrant into one
share of Common Stock (collectively, the "Exchange Offer"). The information
under the captions "The Offering Summary," "The Exchange Offer -- General" and
"-- Terms of the Exchange Offer" in the Offering Circular and the information
in Supplement No. 1, dated April 27, 1998 ("Supplement No. 1") to the Offering
Circular, a copy of which is filed herewith as Exhibit (a) (11), is
incorporated herein by reference. To the knowledge of the Company, no officer,
director or affiliate of the Company beneficially owns any of the Notes,
Series G Preferred Stock or Warrants other than (i) Dawson-Samberg Capital
Management, Inc., which, as an investment adviser to certain investment funds
and managed accounts, beneficially owns approximately $4,000,000 principal
amount of the Notes, 1,481,481 shares of Series G Preferred Stock and
444,445 Warrants; (ii) SBIC Partners L.P., which beneficially owns 296,296
shares of Series G Preferred Stock and 88,889 Warrants; and (iii) Brian D.
Jacobs, a director of the Company, who is a general partner and Executive Vice
President of St. Paul Venture Capital, Inc., which beneficially owns 185,185
shares of Series G Preferred Stock and 55,556 Warrants. Any such Notes, Series
G Preferred Stock or Warrants owned by the parties mentioned above at the time
of the Exchange Offer are eligible for exchange, or conversion, as applicable,
if properly tendered pursuant to the Exchange Offer on the same basis as all
other Notes, Series G Preferred Stock and Warrants.
2
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The Company hereby amends Items 2(a), 3, 3(a), 3(d), 3(e), 5, 7, 8(a) and
8(e) of the Statement by incorporating therein by reference the information in
Supplement No. 1, which is attached hereto as Exhibit (a)(11), in addition to
all information set forth thereunder.
The Company hereby amends Item 9 of the Statement by inserting the following
immediately after Item 9(a)(10):
Item 9. Material to be Filed as Exhibits.
(a)(11) Supplement No. 1 dated April 27, 1998 to the Offering Circular dated
April 14, 1998.+
(a)(12) Management Agreement, dated April 24, 1998 between the Company and B
III Capital Partners, L.P.+
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+Filed herewith.
3
<PAGE>
SIGNATURE
After due inquiry and to the best of the Company's knowledge and belief, the
undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: April 27, 1998
TRIKON TECHNOLOGIES, INC.
By: /s/ Christopher D. Dobson
-----------------------------
Name:Christopher D. Dobson
Title: Chairman of the Board and
Chief Executive Officer
4
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
(a)(11) Supplement No. 1 dated April 27, 1998 to the Offering Circular dated
April 14, 1998.+
(a)(12) Management Agreement, dated April 24, 1998 between the Company and B
III Capital Partners, L.P.+
- --------
+Filed herewith.
5
<PAGE>
Exhibit (a)(11)
SUPPLEMENT NO. 1
DATED APRIL 27, 1998
TO THE OFFERING CIRCULAR
DATED APRIL 14, 1998
This Supplement No. 1 (this "Supplement") amends and supplements the
Offering Circular (the "Offering Circular"), dated April 14, 1998, of Trikon
Technologies, Inc. ("Trikon" or the "Company"). The Offering Circular is in
connection with the Company's (i) offer to exchange each $1,000 principal
amount of its 7 1/8% Convertible Subordinated Notes due October 15, 2001 into
(a) 262.7339 shares of its Common Stock, (b) 34.7826 shares of its Series H
Preferred Stock and (c) 0.3393 shares of its Series I Preferred Stock (the
"Note Exchange Offer"); (ii) solicitation of the conversion of each share of
its Series G Preferred Stock into one share of Common Stock in exchange for a
conversion payment of 1.1251 shares of Common Stock and 0.0027 shares of
Series I Preferred Stock (the "Series G Exchange Offer"); and (iii) offer to
exchange each warrant to purchase its Common Stock issued in connection with
the issuance of its Series G Preferred Stock into one share of its Common
Stock (the "Warrant Exchange Offer," together with the Note Exchange Offer and
Series G Exchange Offer, collectively referred to as the "Exchange Offer" and
each is sometimes individually referred to as an "Exchange Offer").
This Supplement should be read in conjunction with the Offering Circular.
Holders of Notes, Series G Preferred Stock or Warrants should carefully review
all of the information contained in the Offering Circular and this Supplement
prior to making a decision with respect to the Exchange Offer. Unless
otherwise provided in this Supplement, the terms and conditions of the
Exchange Offer remain unchanged. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the
Offering Circular.
As noted in the Offering Circular, the obligation of the Company to
consummate the Exchange Offer, including becoming obligated to make the
Conversion Payment with respect to tendered Series G Preferred Stock, is
subject to certain conditions including, among others, there being validly
tendered and not withdrawn on or prior to the Expiration Date at least
$77,625,000 in principal amount of the Notes and sixty-six and two-thirds
percent (66-2/3%) of the Series G Preferred Stock.
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY
11, 1998, UNLESS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION (SUCH TIME AND
DATE, AS EXTENDED FROM TIME TO TIME, THE "EXPIRATION DATE"). NOTES, SERIES G
PREFERRED STOCK AND WARRANTS TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE EXPIRATION DATE. AFTER THE EXPIRATION DATE, NOTES,
SERIES G PREFERRED STOCK AND WARRANTS TENDERED IN THE EXCHANGE OFFER MAY NOT
BE WITHDRAWN UNLESS THE EXCHANGE OFFER IS TERMINATED OR EXPIRES WITHOUT
CONSUMMATION THEREOF.
The text of the Offering Circular is hereby amended as follows:
1. Under the heading "Offering Summary--Consolidated Balance Sheet Data"
on page 7 of the Offering Circular, the second sentence of footnote 3 shall
be restated as follows (changes reflected in bold):
The pro forma number of shares of Common Stock includes 51.9 million
shares of Common Stock to be issued to the holders of the Notes, 15.2
MILLION shares of Common Stock to be issued to the holders of the
Series G Preferred Stock and the Warrants and 11.5 million shares of
restricted Common Stock to be issued to the Chairman of the Board and
Chief Executive Officer of the Company.
2. Under the heading "Offering Summary--The Exchange Offer--The Notes,
the Common Stock and the Preferred Stock" on page 11 of the Offering
Circular, the last two sentences of the section shall be restated as
follows (changes reflected in bold):
Assuming that all of the holders of the outstanding Notes, the Series
G Preferred Stock and the Warrants accept the Exchange Offer AND THE
ISSUANCE OF SHARES OF RESTRICTED COMMON STOCK AND OF RESTRICTED SERIES
I PREFERRED STOCK AT THE CONSUMMATION OF THE EXCHANGE OFFER TO
CHRISTOPHER D. DOBSON, Chairman of the Board, Chief Executive Officer
and Chief Science Officer of the Company, there would be an additional
34,859,834 shares of Common Stock, 3,000,000 shares of Series H
Preferred Stock and 43,739.106 shares of Series I Preferred Stock
outstanding upon consummation of
S-1
<PAGE>
the Exchange Offer. See "The Exchange Offer--Consideration Being
Offered," "Description of Notes," "Description of Capital Stock" and
"CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE NOTES, SERIES G PREFERRED STOCK OR WARRANTS."
3. Under the heading "Offering Summary--The Exchange Offer--Arrangements
with Christopher D. Dobson" on page 12 of the Offering Circular, the second
sentence of the section shall be restated as follows (changes reflected in
bold):
The Company and Mr. Dobson agreed that upon consummation of the
Exchange Offer, the Company will grant Mr. Dobson 5,015,811 shares of
restricted Common Stock AND 6,476.995 SHARES OF RESTRICTED SERIES I
PREFERRED STOCK, which restrictions shall lapse on the earlier of 5
years after the closing of the Exchange Offer or the sale of the
Company.
4. Under the heading "Offering Summary--The Terms of the Series H
Preferred Stock and the Series I Preferred Stock--Series I Preferred Stock"
on page 14 of the Offering Circular, the first and second sentences of the
section shall be restated as follows (changes reflected in bold):
The Series I Preferred Stock, no par value per share, is designed to
be the functional equivalent of approximately 43,739,106 shares of
Common Stock. There are approximately 43,739.106 shares of Series I
Preferred Stock to be issued in the Exchange Offer; accordingly, each
share is convertible into 1,000 shares of Common Stock, has 1,000 votes
and receives dividends if declared at 1,000 times the rate declared on
the Common Stock.
5. Under the heading "Unaudited Pro Forma Consolidated Financial Data of
Trikon--Unaudited Pro Forma Consolidated Statement of Operations No. 2 of
Trikon" on page 21 of the Offering Circular, the Unaudited Pro Forma
Consolidated Statement of Operations No. 2. of Trikon shall be restated as
follows (changes reflected in bold):
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS NO. 2 OF TRIKON
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
EXCHANGE PRO FORMA
CONSOLIDATED(1) OFFER CONSOLIDATED
--------------- -------- ------------
<S> <C> <C> <C>
Total revenues..................... $ 46,806 $ -- $ 46,806
Costs and expenses
Cost of goods sold................ 33,144 -- 33,144
Research and development.......... 9,186 -- 9,186
Selling, general and
administrative................... 20,993 2,300 (2) 23,293
-------- ------- --------
63,323 2,300 65,623
-------- ------- --------
Loss from operations.............. (16,517) (2,300) (18,817)
Interest expense, net............. (8,288) 7,508 (3) (780)
-------- ------- --------
Loss before income tax provision.. (24,805) 5,208 (19,597)
Income tax provision.............. 292 -- 292
-------- ------- --------
Net loss.......................... $(25,097) $ 5,208 $(19,889)
======== ======= ========
Net loss per share basic and
diluted (4)...................... $ (1.70) $ (0.27)
======== ========
Number of shares used in per share
computation...................... 14,800 69,405 (4) 84,205
======== ======= ========
</TABLE>
6. Under the heading "Unaudited Pro Forma Consolidated Financial Data of
Trikon--Unaudited Pro Forma Consolidated Statement of Operations No. 2 of
Trikon" on page 21 of the Offering Circular, the first sentence of Note 4
of the Notes to the Unaudited Pro Forma Consolidated Statement of
Operations No. 2 of Trikon shall be restated as follows (changes reflected
in bold):
Loss per share and weighted average shares outstanding are presented
as if the 51.9 million shares of Common Stock to be issued to the
holders of the Notes in the Exchange Offer, 11.5 million shares
S-2
<PAGE>
of restricted Common Stock to be issued to the Chairman of the Board
and Chief Executive Officer of the Company in the Exchange Offer and
15.2 MILLION shares of Common Stock to be issued to the holders of the
Series G Preferred Stock and the Warrants in the Exchange Offer were
issued as of January 1, 1997.
7. Under the heading "Unaudited Pro Forma Consolidated Financial Data of
Trikon--Unaudited Pro Forma Consolidated Balance Sheet of Trikon" on page
22 of the Offering Circular, the Unaudited Pro Forma Consolidated Balance
Sheet shall be restated as follows (changes reflected in bold):
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET OF TRIKON
DECEMBER 31, 1997
(IN THOUSANDS OF U.S. DOLLARS)
<TABLE>
<CAPTION>
EXCHANGE PRO FORMA
CONSOLIDATED(1) OFFER CONSOLIDATED(5)
ASSETS --------------- -------- ---------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents.... $ 9,260 $ (500)(4) $ 8,760
Accounts receivable, net..... 18,842 -- 18,842
Inventories, net............. 23,870 -- 23,870
Other current assets......... 1,622 -- 1,622
--------- -------- ---------
Total current assets....... 53,594 (500) 53,094
Property, equipment and
leasehold improvements, net... 22,140 -- 22,140
Demonstration systems, net..... 1,227 -- 1,227
Intangible assets, net:
Financing costs.............. 2,298 (2,298)(2) --
Other intangibles............ 15 -- 15
Other assets................... 416 -- 416
--------- -------- ---------
Total assets............... $ 79,690 $ (2,798) $ 76,892
========= ======== =========
LIABILITIES AND
SHAREHOLDERS' EQUITY
(DEFICIENCY)
Current liabilities:
Convertible subordinated
notes....................... $ 86,250 $(86,250)(2) $ --
Accounts payable............. 6,501 -- 6,501
Accrued expenses............. 3,264 -- 3,264
Warranty and related
expenses.................... 1,439 -- 1,439
Accrued salaries and related
liabilities................. 573 -- 573
Income tax payable........... 1,606 -- 1,606
Interest payable............. 1,542 (1,542)(2) --
Restructuring cost........... 3,952 -- 3,952
Sales returns payable........ 11,468 -- 11,468
Deferred revenue............. 1,923 -- 1,923
Current portion of long-term
debt and capital lease
obligations................. 870 -- 870
--------- -------- ---------
Total current liabilities.. 119,388 (87,792) 31,596
Long-term debt and capital
lease obligations, less
current portion............... 127 -- 127
Other.......................... 1,544 -- 1,544
Pension obligations............ 3,574 -- 3,574
SHAREHOLDERS' EQUITY
(DEFICIENCY)
Preferred stock.............. 19,349 (19,349)(2) 30,000
30,000(2)
Common stock................. 137,767 71,274(2) 220,534
11,493(3)
Cumulative translation
adjustments................. (745) -- (745)
Deferred compensation........ (11,493)(3) (11,493)
Accumulated deficit.......... (201,314) 3,069(2) (198,245)
--------- -------- ---------
Total shareholders' equity
(deficiency).............. (44,943) 84,994 40,051
--------- -------- ---------
Total liabilities and
shareholders' equity
(deficiency).............. $ 79,690 $ (2,798) $ 76,892
========= ======== =========
</TABLE>
S-3
<PAGE>
8. Under the heading "Unaudited Pro Forma Consolidated Financial Data of
Trikon--Unaudited Pro Forma Consolidated Balance Sheet of Trikon" on page
22 of the Offering Circular, Note 2 of the Notes to the Unaudited Pro Forma
Consolidated Balance Sheet shall be restated as follows (changes reflected
in bold):
(2) To give effect to the issuance of Common Stock and Series H
Preferred Stock, payment of estimated transaction fees, conversion
of the Notes and Series G Preferred Stock, forgiveness of interest
payable and recording of the related gain on the transaction, under
SFAS No. 15 "Troubled Debt Restructuring," pursuant to the Exchange
Offer, assuming the holders of 100% of the outstanding Notes and
Series G Preferred Stock and Warrants accept the Exchange Offer. In
accordance with SFAS No. 15, the Series H Preferred Stock is stated
at the full liquidation value. No dividends are accrued on the
Series H Preferred Stock since the Company has the option to pay
such dividends with additional preferred stock, cash or any
combination thereof. The Common Stock amount includes approximately
15.2 MILLION shares of Common Stock to be issued to the holders of
the Series G Preferred Stock and the Warrants. The excess of the
$19.3 million of Series G Preferred Stock over the fair market value
of the Common Stock of $15.2 MILLION, based on $1.00 per share
quoted market prices, has been recorded as an addition to Common
Stock. The Common Stock amount also includes approximately 51.9
million shares of Common Stock to be issued to the holders of the
Notes at an estimated fair market value of $1.00 per share based on
recent quoted market prices of the Company's Common Stock, resulting
in a gain computed as follows:
<TABLE>
<CAPTION>
AMOUNT
-------
(000'S)
<S> <C>
Carrying amount of the Notes.................................... $86,250
Accrued interest................................................ 1,542
-------
87,792
Less:
Series H Preferred Stock at liquidation value................... 30,000
Common Stock at current market value............................ 51,925
Write-off capitalized financing cost............................ 2,298
Estimated transaction cost...................................... 500
-------
84,723
-------
Gain............................................................ $ 3,069
=======
</TABLE>
The pro forma Common Stock amounts assume the Series I Preferred
Stock to be issued in the transaction and subsequently converted into
Common Stock, upon shareholder approval of the Company's Charter
Amendment, has been converted to Common Stock as of December 31,
1997, since shareholder approval is expected.
9. Under the heading "Risk Factors--Shares Eligible for Future Sale;
Dilution" on page 30 of the Offering Circular, the second sentence of the
section shall be restated as follows (changes reflected in bold):
Pursuant to the Exchange Offer, up to an additional 51,925,423 shares
of Common Stock could be SOLD IN the public market (assuming the
conversion of Series I Preferred Stock) immediately following the close
of the Exchange Offer.
10. Under the heading "Risk Factors--Possible Volatility of Stock Price;
Effect of Exchange Offer on Stock Price" on page 31 of the Offering
Circular, the second sentence of the section shall be restated as follows
(changes reflected in bold):
In addition, as a result of the significant number of shares of Common
Stock which may be issued pursuant to the Exchange Offer (78,598,939
additional shares ASSUMING 100% participation in the Exchange Offer and
the conversion of Series I Preferred Stock AND INCLUDING THE RESTRICTED
STOCK (AS DEFINED BELOW) TO BE ISSUED TO CHRISTOPHER D. DOBSON), the
market price of the Common Stock
S-4
<PAGE>
is likely to experience an even higher degree of volatility and may
decline materially as a result of the number of shares issued in the
Exchange Offer.
11 Under the heading "Exchange Offer--Terms of the Exchange Offer" on
page 36 of the Offering Circular, the following sentence should be added to
the end of the paragraph which carries over from the previous page:
Any future purchases or exchanges, if any, by the Company or any
affiliate of the Notes, Series G Preferred Stock or Warrants will take
place only after the expiration of at least ten business days after the
termination of the Exchange Offer.
12. Under the heading "Exchange Offer--Consideration Being Offered--
Series I Preferred Stock" on page 37 of the Offering Circular, the first
and second sentences of the section shall be restated as follows (changes
reflected in bold):
The Series I Preferred Stock, no par value per share, is designed to
be the functional equivalent of approximately 43,739,106 shares of
Common Stock. There are approximately 43,739.106 shares of Series I
Preferred Stock to be issued in the Exchange Offer; accordingly, each
share is convertible into 1,000 shares of Common Stock, has 1,000 votes
and receives dividends if declared at 1,000 times the rate declared on
the Common Stock.
13. Under the heading "Contracts, Arrangements, Understandings or
Relationships with respect to the Notes, Series G Preferred Stock or
Warrants" on page 71 of the Offering Circular, the second sentence of the
first paragraph of the section shall be restated as follows (changes
reflected in bold):
The Company and Mr. Dobson agreed that upon the consummation of the
Exchange Offer, 5,015,811 shares of restricted Common Stock AND
6,476.995 SHARES OF RESTRICTED SERIES I PREFERRED STOCK (COLLECTIVELY,
the "Restricted Stock") would be granted to Mr. Dobson.
14. Under the heading "Contracts, Arrangements, Understandings or
Relationships with respect to the Notes, Series G Preferred Stock or
Warrants" on page 72 of the Offering Circular, the following paragraph
shall be inserted immediately after the third complete paragraph on the
page:
In connection with the Note Exchange Offer, on April 24, 1998, the
Company and B III Capital Partners, L.P. ("B III"), holder of
approximately $17,500,000 principal amount of the Notes, entered into a
management agreement. Pursuant to this agreement, upon consummation of
the Exchange Offer, the Company has agreed to grant B III certain
consultation and inspection rights as well as the right to nominate one
member of the Board of Directors of the Company in connection with the
restructuring. B III has agreed to treat any non-public information
received from the Company as confidential, subject to certain standard
exceptions.
If you have any questions or should you require additional copies of this
Supplement or the Offering Circular or any of the documents that need to be
executed in connection with the Exchange Offer, please contact U.S. Trust of
California, N.A. at (800) 225-2398.
S-5
<PAGE>
Exhibit (a)(12)
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DDJ Capital III, LLC
- --------------------------------------------------------------------------------
April 24, 1998
Christopher Dobson
Chairman
Trikon Technologies Ltd.
Ringland Way Newport NP6 2TA UK
Dear Mr. Dobson:
This letter is being issued in the context of B III Capital Partners,
L.P. ("B III") participating in the restructuring of convertible debt issued by
Trikon Technologies (the "Company"). B III currently holds approximately
$17,500,000 face amount of the Company's convertible debt. In the event of such
restructuring, B III desires to actively assist the Company in reviewing certain
proposals and suggestions that may arise and the Company desires such
assistance. Upon the consummation of such restructuring, in order to facilitate
B III's input, the Company agrees to grant to B III the management rights
("Management Rights") described below:
a) the right to discuss the business operations, properties and
financial and other condition of the Company with the Company's management;
b) the right to submit proposals or suggestions to the Company's
management from time-to-time and the Company's management will discuss such
proposals or suggestions with B III within a reasonable period after such
submission;
c) upon reasonable prior written notice, the right to inspect the
Company's books and records, to inspect its business premises and other
properties, to receive financial statements, operating reports, budgets or other
financial reports of the Company, and to reasonably request information at
reasonable times and intervals concerning the general status of the Company's
financial condition and operations; and
d) as part of the restructuring, the right to nominate one member of
the Board of Directors of the Company.
B III agrees that except as may be required by law, rule, regulation,
legal process or regulatory authority, any non-public information received from
the Company hereunder (the "Information") will be treated as confidential and
will not be disclosed by B III or made available to any third party (other than
any of B III's partners, employees, advisers, attorneys, accountants or agents
which B III reasonably believes have a need to know such information and which
agree to be bound by the confidentiality provisions set forth herein) without
the Company's prior written approval and without safeguards for protecting such
information. B III agrees that it shall use its reasonable efforts to maintain
the confidence of all Information disclosed to it pursuant to this letter
agreement, except that (i) B III may disclose any Information to any Person with
whom B III is discussing a potential sale of any Securities, provided that such
Person executes a confidentiality agreement substantially similar to this
paragraph in favor of the Company and (ii) to the
<PAGE>
Mr. Christopher Dobson
April 24, 1998
Page Two
extent that B III is requested or required (by deposition, interrogatories,
subpoena or otherwise) as part of an action, suit, proceeding or investigation
by or before any court or governmental authority. Notwithstanding the foregoing,
"Information" excludes any of the foregoing that has entered the public domain
-----------
through no fault of B III, that an authorized executive officer of the Company
has authorized for public dissemination, that was known to or possessed by B III
prior to its discussion with the Company of the transactions contemplated in the
first paragraph of this letter agreement and other than through disclosure or
delivery by the Company, or that was learned or obtained by B III from sources
having no duty of confidentiality to the Company. B III may decline to receive
Information by providing written notice to the Company.
B III's rights and the Company's obligations hereunder shall expire at
such time when B III owns beneficially less than 5% of the outstanding common
stock of the Company.
Please acknowledge your agreement by signing below and returning the
executed letter via telecopier and regular mail to :
Judy K. Mencher
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02181
Telecopier: 781-283-8555
Thank you for your consideration.
Very truly yours,
B III CAPITAL PARTNERS, L.P.
By: DDJ Capital III, LLC, as General Partner
By: DDJ Capital Management, LLC, as Manager
By: /s/ Judy K. Mencher
---------------------------
Name: Judy K. Mencher
Title: Member
The Company hereby agrees to the proposed grant to B III of the Management
Rights described herein.
By: /s/ Christopher D. Dobson
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Name: Christopher Dobson
Title: Chairman
Date: 4/24/98
