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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
CAMBRIDGE SOUNDWORKS, INC.
(NAME OF ISSUER)
CSW ACQUISITION CORPORATION
CREATIVE TECHNOLOGY LTD.
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
132514100
(CUSIP NUMBER OF CLASS OF SECURITIES)
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NG KEH LONG
CREATIVE TECHNOLOGY LTD. &
CSW ACQUISITION CORPORATION
31 INTERNATIONAL BUSINESS PARK
CREATIVE RESOURCE
SINGAPORE 609921
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
Copies to:
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<S> <C>
JOHN D. DANFORTH STEVEN J. TONSFELDT
CREATIVE LABS, INC. VENTURE LAW GROUP
1901 MCCARTHY BLVD. A PROFESSIONAL CORPORATION
MILPITAS, CA 95035 2800 SAND HILL ROAD
(408) 428-6600 MENLO PARK, CA 94025
(650) 854-4488
</TABLE>
NOVEMBER 3, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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<S> <C>
TRANSACTION VALUATION AMOUNT OF FILING FEE
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$37,051,942* $7,411**
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* For purposes of fee calculation only. The total transaction value is based
on 3,804,824 Shares outstanding as of October 23, 1997 less 912,294 Shares
owned by Parent and Purchaser, plus 576,753 Shares reserved for future
issuance pursuant to outstanding stock options, multiplied by the offer
price of $10.68 per Share.
** The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934 equals 1/50 of 1% of the
value of the shares to be purchased.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2).
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<S> <C>
Amount Previously Paid: $7,411 Filing Parties: Creative Technology Ltd.,
CSW Acquisition Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: November 3, 1997
</TABLE>
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<PAGE>
INTRODUCTION
This Amendment No. 2 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule 14D-1 filed with the Securities and Exchange
Commission on November 3, 1997 (as amended from time to time, the "Schedule
14D-1") by Creative Technology Ltd., a Singapore corporation ("Parent") and
CSW Acquisition Corporation, a Massachusetts corporation and a wholly owned
subsidiary of Parent (the "Purchaser"). The Schedule 14D-1 and this Amendment
relate to a tender offer by Purchaser for all outstanding shares of common
stock, no par value (the "Shares"), of Cambridge SoundWorks, Inc., a
Massachusetts corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 3, 1997 (the
"Offer to Purchase") and the related Letter of Transmittal (which together
constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and
(a)(2), respectively, to the Schedule 14D-1. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in the Offer to
Purchase.
The information contained in this Statement concerning the Company,
including, without limitation, information concerning the background of the
transaction, the deliberations, approvals and recommendations of the Board of
Directors of the Company in connection with the transaction, the opinion of
the Company's financial advisor, and the Company's capital structure and
historical and projected financial information, was supplied by the Company.
Parent and Purchaser take no responsibility for the accuracy of such
information.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended by deleting the second paragraph thereof and
replacing the second paragraph in its entirety with the following text:
"(b)-(c) On November 18, 1997, Purchaser was informed by the Federal
Trade Commission that early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to the
purchase of the Shares pursuant to the Offer had been granted. Accordingly,
the condition to the Offer requiring the expiration or early termination of
such waiting period has been satisfied. The information set forth in the
Offer to Purchase under "THE OFFER--Certain Legal Matters" is incorporated
herein by reference."
2
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SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
CREATIVE TECHNOLOGY LTD.
By:/s/ Ng Keh Long
___________________________________
Name: Ng Keh Long
Title: Vice President, Corporate
Treasurer and Acting Chief
Financial Officer
CSW ACQUISITION CORPORATION
By:/s/ Ng Keh Long
___________________________________
Name: Ng Keh Long
Title: Vice President and Treasurer
Dated: November 21, 1997
AMENDMENT NO. 2 TO CREATIVE TECHNOLOGY LTD. SCHEDULE 14D-1
