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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Diamond Multimedia Systems, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[Diamond Multimedia Systems, Inc. Letterhead]
September 15, 1999
To: Certain Shareholders of Diamond Multimedia
Dear Shareholder:
As you know, Diamond Multimedia has entered into a merger agreement with S3
Corporation, a designer and marketer of graphics/video silicon chips for desktop
and notebook computers. We believe that this merger will be beneficial because
it couples certain S3 strengths and capabilities with those of your company,
Diamond Multimedia, to make a stronger competitor in our target markets.
The reason that we are personally writing to you is that we understand that you
cast your shares as a NO vote on the issue of Diamond's proposed merger with S3
Corporation. We ask that you reconsider your vote and rather cast it in the
affirmative.
We believe that Diamond has several exciting product technologies and market
opportunities, as well as the channels, e-commerce platforms and brands to get
our products to consumers and system builders worldwide. But exploiting this
opportunity will take more extensive resources than those Diamond Multimedia
itself can bring to bear. Moreover, without proprietary silicon, the large
graphics/video portion of Diamond's current business will likely continue to be
volatile and subject to intense price competition from "me-too" products using
identical architectures.
Importantly, S3 has its own graphics and video chip family and a related design
and operations capability. S3's "back-end" graphics/video technology expertise
fits Diamond's "front-end" graphics/video customer linkages. And S3, with its
existing cash balances and its interest in a leading silicon foundry in Taiwan,
which interest is currently valued at approximately $600 million, can provide
the future cash resources needed to grow Diamond's early-mover market positions
in home networking, Internet music and certain Internet appliances. We believe
that we may also be able to use S3's silicon expertise to give Diamond a
proprietary edge in selected product areas outside graphics.
Consequently, the board of directors and management team of Diamond Multimedia
encourage you to change your vote and vote your proxy in favor of the proposed
merger with S3 Corporation. We would be pleased to discuss this with you, and we
encourage you to call either of us with any questions.
Sincerely,
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/s/ William J. Schroeder /s/ Kenneth F. Potashner
William J. Schroeder Kenneth F. Potashner
President & Chief Executive Officer President & Chief Executive Officer
Diamond Multimedia Systems, Inc. S3 Corporation
Ph #408-325-7309 Ph #408-588-8002
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Attachment (1)
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ATTACHMENT
To: Certain Shareholders of Diamond Multimedia
Subject: CHANGING YOUR PROXY VOTE
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If you have already cast your proxy vote for the upcoming Diamond Multimedia
Special Meeting of Stockholders, scheduled for Monday, September 20, 1999, and
you want to change your vote, instructions are as follows:
You must contact your bank or brokerage firm and have them overnight to your
attention a new proxy card. Once you have received your new proxy card, you can
then vote by telephone at 1-800-454-8683 or via the Internet at
www.proxyvote.com
Thank you.
