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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[ ] Definitive Proxy Statement
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[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
INTEGRATED CIRCUIT SYSTEMS
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(Name of Registrant as Specified In Its Charter)
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[Logo of Integrated Circuit Systems, Inc. appears here]
INTEGRATED CIRCUIT SYSTEMS, INC.
Corporate Headquarters
2435 Boulevard of the Generals
P.O. Box 968
Valley Forge, PA 19482-0968
Phone: 610-630-5300
Fax: 610-630-5399
Web Site: http://www.icst.com
FOR IMMEDIATE RELEASE
INTEGRATED CIRCUIT SYSTEMS SAYS
ISS REAFFIRMS RECOMMENDATION OF
MANAGEMENT'S NOMINEES AT ANNUAL MEETING
VALLEY FORGE, PA - January 27, 1999 - Integrated Circuit Systems Inc. (Nasdaq:
ICST) today announced that Institutional Shareholder Services Inc. (ISS), the
nation's leading institutional shareholder advisory firm, after considering ICS'
recently announced merger agreement, has reaffirmed its recommendation that
shareholders vote FOR management's director nominees on the WHITE proxy card at
ICS' Annual Meeting on February 1, 1999. ISS also reaffirmed its recommendation
to vote against an amendment to ICS' 1997 Equity Compensation Plan.
As announced on January 20, 1999, the Company entered into a definitive merger
agreement under which an investor group comprised of its senior management
together with affiliates of Bain Capital Inc. and Bear, Stearns & Co. Inc. will
acquire all of the outstanding shares of ICS at a cash price of $21.25 per
share.
The merger agreement and a letter containing additional information regarding
the merger agreement are on file with the Securities and Exchange Commission
(SEC). The Company's SEC filings are available to the public on the Internet at
http://www.sec.gov.
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Institutional Shareholder Services, based in Bethesda, Md., is a leading
independent advisor to several hundred institutional investors and provides
voting recommendations for proxy contests, corporate governance proposals and
other shareholder-related issues.
Integrated Circuit Systems Inc. is a manufacturer of integrated circuit products
focusing on the design and marketing of mixed signal integrated, circuits for
frequency timing, multimedia and data communications applications. The Company
is headquartered in Valley Forge, Pennsylvania with a major facility in San
Jose, California.
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Contacts:
Dan Katcher/Brian Faw Arthur Crozier
Abernathy MacGregor Frank Innisfree M&A
212-371-5999 212-750-5833
