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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
ROSS TECHNOLOGY, INC.
(Name of the Issuer)
ROSS TECHNOLOGY, INC.
FUJITSU LIMITED
BRIDGEPOINT TECHNICAL MANUFACTURING CORPORATION
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
778304105
(CUSIP Number of Class of Securities)
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<TABLE>
<S> <C> <C>
JACK W. SIMPSON, SR. YOSHIRO YOSHIOKA JOE D. JONES
PRESIDENT AND CHIEF EXECUTIVE SENIOR VICE PRESIDENT AND PRESIDENT
OFFICER GROUP PRESIDENT, STRATEGY AND BRIDGEPOINT TECHNICAL
ROSS TECHNOLOGY, INC. PLANNING GROUP MANUFACTURING
TWO CIELO CENTER, THIRD FLOOR FUJITSU LIMITED CORPORATION
1250 CAPITAL OF TEXAS HIGHWAY, 1-1 KAMIKODANAKA 4-CHOME 4007 COMMERCIAL CENTER DRIVE
SOUTH AUSTIN, TEXAS 78746 NAKAHARU-KU AUSTIN, TEXAS 78744
(512) 329-2499 KAWASAKI-SHI, KANAGAWA 211-88 (512) 434-4726
JAPAN
011-81-44-754-3019
</TABLE>
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement)
Copies to:
<TABLE>
<S> <C> <C>
ANDREW W. GROSS, ESQ. DAVID C. WILSON, ESQ. KYLE K. FOX, ESQ.
IRELL & MANELLA LLP MORRISON & FOERSTER LLP VINSON & ELKINS L.L.P.
1800 AVENUE OF THE STARS, SUITE 755 PAGE MILL ROAD ONE AMERICAN CENTER,
900 PALO ALTO, CALIFORNIA 94304 600 CONGRESS AVENUE, SUITE 2700
LOS ANGELES, CALIFORNIA 90067 (650) 813-5600 AUSTIN, TEXAS 78701
(310) 277-1010 (512) 495-8451
</TABLE>
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule
13E-3") is being filed by ROSS Technology, Inc., a Delaware corporation (the
"Company"), Fujitsu Limited, a Japanese corporation ("Fujitsu"), and BridgePoint
Technical Manufacturing Corporation, a newly formed Texas corporation (the
"Buyer"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as
amended (the "Act"), and Rule 13e-3 ("Rule 13e-3") thereunder in connection with
(i) the sale of assets (the "Sale of Assets") related to the Company's
manufacturing, sale, distribution and customer service (but not the design)
business for the 32-bit hyperSPARC(TM) families of microprocessors and
hyperSTATION(TM) and SPARCplug(TM) families of 32-bit systems and products (the
"Business") to Buyer, in which Joe D. Jones (currently Vice President of
Operations of the Company) is Chief Executive Officer, President and currently
sole stockholder, pursuant to an Asset Purchase Agreement dated as of July 23,
1998, between the Company and Buyer (the "Asset Purchase Agreement"), a copy of
which is filed as Annex A to the Information Statement on Schedule 14C filed by
the Company with the Securities and Exchange Commission (the "SEC") on the date
hereof (the "Information Statement"); (ii) the sale by the Company to Fujitsu of
certain intellectual property, as more fully described in the Information
Statement, pursuant to an Asset Purchase and License Agreement, dated as of July
10, 1998, between the Company and Fujitsu (the "IP Sale"); and (iii) the sale by
the Company of all of the issued and outstanding capital stock of the Company's
Design Center in Israel, ROSS Semiconductors (Israel) Ltd. ("RIL"), pursuant to
the Share Acquisition Agreement, dated as of August 6, 1998, between the Company
and Fujitsu (the "Sale of RIL" and, together with the Sale of Assets and the IP
Sale, the "Transactions.")
This Schedule 13E-3 is being filed at the request of the SEC. The SEC's
staff has taken the position that Mr. Jones is an affiliate of the Company (as
that term is defined in Rule 13e-3(a)(1)) and that the Transactions are part of
a series of transactions requiring the filing of a Schedule 13E-3. The filing of
this Schedule 13E-3 by the Company should not be construed as an admission by
the Company, Fujitsu or the Buyer that Mr. Jones is an affiliate of the Company
for the purpose of Rule 13e-3, that the Transactions are part of a series of
transactions, or that the Transactions are subject to Rule 13e-3.
The information contained in this Schedule 13E-3 concerning the Company,
including, without limitation, information concerning the background of the
Transactions, the deliberations, approvals and recommendations of the Ad Hoc
Committee (as such term is defined in the Information Statement) and of the
Board of Directors of the Company in connection with the Transactions, the
appraisal report of Houlihan Lokey (as such term is defined in the Information
Statement), and the Company's capital structure and historical financial
information, was supplied by the Company. The information contained in this
Schedule 13E-3 concerning Fujitsu or the Buyer was supplied by Fujitsu and the
Buyer, respectively.
The following Cross Reference Sheet, prepared pursuant to General
Instruction F to Schedule 13E-3, shows the location in the Information Statement
of the information required to be included in this Schedule 13E-3. The
information set forth in the Information Statement, including all exhibits
thereto, is hereby expressly incorporated herein by reference as set forth in
the Cross Reference Sheet and the responses in this Schedule 13E-3, and such
responses are qualified in their entirety by reference to the information
contained in the Information Statement and the Schedules and Annexes thereto.
2
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CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN WHERE LOCATED
SCHEDULE 13E-3 IN SCHEDULE 14C
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<S> <C>
Item 1(a)............... Cover Page
Item 1(b-d)............. Cover Page; Market Price Data
Item 1(e)............... **
Item 1(f)............... Special Factors -- Transactions with Fujitsu; -- Credit
Guarantees and the Recapitalization
Item 2(a-d, g).......... Business; Certain Additional Information Concerning the
Company; Certain Information Concerning Fujitsu; Certain
Information Concerning Buyer; Miscellaneous; Schedules I, II
and III
Item 2(e-f)............. *
Item 3(a)(1)............ Special Factors -- Transactions with Fujitsu -- Supply of
Wafer Products; -- Purchase of OEM Products; -- The
Colorado-4 Development Agreement and License; -- The Viper
Development Agreement and License; -- Termination Agreement;
-- Credit Guarantees and the Recapitalization; -- Background
of the Asset Purchase Agreement--Agreements between the
Buyer and Fujitsu
Item 3(a)(2)............ Special Factors -- Transactions with Fujitsu -- Credit
Guarantees and the Recapitalization; -- The IP Sale; -- The
Sale of RIL; -- Background of the Asset Purchase Agreement
Item 3(b)............... Special Factors -- Attempted Sale of the Company or its
Various Assets Other Than to Fujitsu or Buyer -- Attempted
Sale to Sun; -- Attempted Sale of the Viper Design Team and
64-bit Intellectual Property; -- Attempted Sale of 32-bit
Intellectual Property; -- Transaction with Fujitsu -- The
Sale of RIL; --Background of the Asset Purchase
Agreement -- Agreements between the Buyer and Fujitsu
Item 4(a)............... Introduction; Summary; Special Factors -- Transactions with
Fujitsu -- The IP Sale; -- the Sale of RIL; The Sale of
Assets
Item 4(b)............... **
Item 5.................. Special Factors -- General Background; -- Special Matters
Relating to the IP Sale and the Sale of RIL -- Plans for the
Company After the IP Sale and the Sale of RIL; The Sale of
Assets -- Plans for the Company After the Sale of Assets;
-- Use of Proceeds; Liquidation and Dissolution; The Plan of
Complete Liquidation and Dissolution
Item 6(a)............... Special Factors -- Transactions with Fujitsu -- The IP Sale;
-- The Sale of RIL; -- Background of the Asset Purchase
Agreement; -- Buyer's Funding of the Sale of Assets
Item 6(b)............... Fees and Expenses
Item 6(c)............... Special Factors -- Background of the Asset Purchase
Agreement -- Buyer's Funding of the Sale of Assets
Item 6(d)............... **
</TABLE>
3
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<TABLE>
<CAPTION>
ITEM IN WHERE LOCATED
SCHEDULE 13E-3 IN SCHEDULE 14C
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<S> <C>
Item 7(a-c)............. Introduction; Summary; Special Factors -- General
Background -- Attempted Sale of the Company or its Various
Assets Other Than to Fujitsu or Buyer; -- Special Matters
Relating to the IP Sale and the Sale of RIL -- Approval of
the Board of Directors; Recommendation of the Executive
Committee and Ad Hoc Committee; Fairness of the IP Sale and
the Sale of RIL; -- Purpose of the IP Sale and the Sale of
RIL; The Sale of Assets -- Approval of the Board of
Directors and Reasons for the Sale of Assets; Recommendation
of the Ad Hoc Committee; Fairness of the Sale of
Assets; -- Purpose of the Asset Purchase Agreement and the
Sale of Assets; Reasons for the Sale Assets; The Plan of
Complete Liquidation and Dissolution
Item 7(d)............... Introduction; Summary -- The Plan; Special
Factors -- General Background; -- Special Matters Relating
to the IP Sale and the Sale of RIL -- Plans for the Company
After the IP Sale and the Sale of RIL; -- Background of the
Asset Purchase Agreement -- Agreements between the Buyer and
Fujitsu; The Sale of Assets -- Purpose of the Asset Purchase
Agreement and the Sale of Assets; Reasons for the Sale of
Assets; -- Plans for the Company After the Sale of
Assets; -- Use of Proceeds; Liquidation and Dissolution; The
Plan of Complete Liquidation and Dissolution; Certain
Federal Income Tax Consequences
Item 8(a-b)............. Special Factors -- General Background; -- Transactions with
Fujitsu -- The IP Sale; -- The Sale of RIL; -- Special
Matters Relating to the IP Sale and the Sale of
RIL -- Approval of the Board of Directors; Recommendation of
the Executive Committee and Ad Hoc Committee; Fairness of
the IP Sale and the Sale of RIL; -- Position of Fujitsu
Regarding the Fairness of the IP Sale and the Sale of RIL;
-- The KPMG Japan Valuation Analysis; -- Background of the
Asset Purchase Agreement -- The Asset Purchase
Agreement; -- Absence of Fairness Opinions; The Sale of
Assets -- Approval of the Board of Directors and Reasons for
the Sale of Assets; Recommendation of the Ad Hoc Committee;
Fairness of the Sale of Assets; -- Position of the Buyer
Regarding the Fairness of the Sale of Assets; -- Appraisal
Report of Houlihan Lokey
Item 8(c-d)............. Summary -- The Stockholder Consent to the Sale of Assets and
the Plan; Special Factors -- Special Matters Relating to the
IP Sale and the Sale of RIL; -- Approval of the Board of
Directors; Recommendation of the Executive Committee and Ad
Hoc Committee; Fairness of the IP Sale and the Sale of RIL;
The Sale of Assets -- Approval of the Board of Directors and
Reasons for the Sale of Assets; Recommendation of the Ad Hoc
Committee; Fairness of the Sale of Assets
Item 8(e)............... Special Factors -- Transactions with Fujitsu -- The IP
Sale; -- The Sale of RIL; -- Special Matters Relating to the
IP Sale and the Sale of RIL; -- Approval of the Board of
Directors; Recommendation of the Executive Committee and Ad
Hoc Committee; Fairness of the IP Sale and the Sale of
RIL; -- Potential Conflicts of Interest; The Sale of
Assets -- Approval of the Board of Directors and Reasons for
the Sale of Assets; Recommendation of the Ad Hoc Committee;
Fairness of the Sale of Assets
Item 8(f)............... Special Factors -- Attempted Sale of the Company or its
Various Assets Other Than to Fujitsu or Buyer -- Attempted
Sale of RIL; -- Transactions with Fujitsu -- The Sale of RIL
Item 9(a)............... Special Factors -- Special Matters Relating to the IP Sale
and the Sale of RIL; -- The KPMG Japan Valuation
Analysis; -- Absence of Fairness Opinions; The Sale of
Assets -- Appraisal Report of Houlihan Lokey
</TABLE>
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<TABLE>
<CAPTION>
ITEM IN WHERE LOCATED
SCHEDULE 13E-3 IN SCHEDULE 14C
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<S> <C>
Item 9(b-c)............. Special Factors -- Special Matters Relating to the IP Sale
and the Sale of RIL -- The KPMG Japan Valuation Analysis;
The Sale of Assets -- Appraisal Report of Houlihan Lokey
Item 10(a).............. Security Ownership of Certain Beneficial Owners and
Management; Schedule II; Schedule III
Item 10(b).............. Certain Additional Information Concerning the Company;
Certain Information Concerning Fujitsu; Certain Information
Concerning Buyer; Schedule II; Schedule III
Item 11................. **
Item 12(a-b)............ Special Factors -- Transactions with Fujitsu -- The IP
Sale; -- The Sale of RIL; -- Special Matters Relating to the
IP Sale and the Sale of RIL -- Approval of the Board of
Directors; Recommendation of the Executive Committee and Ad
Hoc Committee; Fairness of the IP Sale and the Sale of
RIL; -- Background of the Asset Purchase Agreement -- The
Asset Purchase Agreement; The Sale of Assets -- Approval of
the Board of Directors and Reasons for the Sale of Assets;
Recommendation of the Ad Hoc Committee; Fairness of the Sale
of Assets
Item 13(a).............. Absence of Appraisal Rights
Item 13(b-c)............ **
Item 14(a)(1)........... Audited Financial Statements -- Consolidated Balance Sheets
as of March 30, 1998 and March 31, 1997; -- Consolidated
Statements of Operations for the years ended March 30, 1998,
March 31, 1997 and April 1, 1996; Notes to Consolidated
Financial Statements
Item 14(a)(2)........... Unaudited Condensed Financial Statements -- Condensed
Consolidated Balance Sheets as of September 28, 1998 and
March 30, 1998; Condensed Consolidated Statements of
Operations for the three and six months ended September 28,
1998 and September 29, 1997; Condensed Consolidated
Statements of Cash Flows for the three and six months ended
September 28, 1998 and September 29, 1997; Notes to
Condensed Consolidated Financial Statements
Item 14(a)(3)........... Selected Consolidated Financial Data
Item 14(a)(4)........... Selected Consolidated Financial Data
Item 14(b).............. Pro Forma Condensed Consolidated Balance Sheet
Item 15(a).............. Special Factors -- General Background; -- Transactions with
Fujitsu -- The IP Sale; -- The Sale of RIL; -- Background of
the Asset Purchase Agreement
Item 15(b).............. **
Item 16................. The Information Statement; Annex A
</TABLE>
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* The Item is located in the Schedule 13E-3 only.
** The Item is inapplicable or the answer thereto is in the negative.
5
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the subject company is ROSS Technology, Inc., a Delaware
corporation, which has its principal executive offices at Two Cielo Center,
Third Floor, 1250 Capital of Texas Highway South, Austin, Texas 78746.
(b) None of the Transactions involve, directly or indirectly, an
acquisition of any class of equity securities of the Company. The Company's
Common Stock, par value $0.001 per share (the "Common Stock"), is registered
under Section 12(g) of the Act. The information set forth in the Information
Statement under the caption "Market Price Data" is incorporated herein by
reference.
(c)-(e) The information concerning the principal market in which the Common
Stock is traded, certain information regarding the high and low sales prices for
the Common Stock in such principal market, dividends and certain offerings set
forth in the Information Statement under the caption "Market Price Data" is
incorporated herein by reference.
(f) The information set forth in the Information Statement under the
caption "Special Factors -- Transactions with Fujitsu -- Credit Guarantees and
the Recapitalization" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) This Statement is being filed by the Company, Fujitsu, and the
Buyer. The name, business or residence address, principal occupation or
employment at the present time and during the last five years, and the name of
any corporation or other organization in which such employment or occupation was
conducted, of the directors and executive officers (or in the case of Fujitsu,
of persons carrying out functions in Fujitsu similar to those of directors or
executive officers in a United States corporation) of the Company, Fujitsu and
Buyer is set forth, (i) with respect to the Company, in the Information
Statement under the caption "Certain Additional Information Concerning the
Company" and Schedule I of the Information Statement, (ii) with respect to
Fujitsu, in the Information Statement under the caption "Certain Information
Concerning Fujitsu" and Schedule II of the Information Statement and, (iii) with
respect to the Buyer, in the Information Statement under the caption "Certain
Information Concerning the Buyer" and Schedule III of the Information Statement,
and such information is incorporated herein by reference.
(e)-(f) During the last five years, none of the Company, Fujitsu or the
Buyer and, to the best knowledge of the Company or Fujitsu or Buyer, no director
or executive officer (or in the case of Fujitsu, persons carrying out functions
in Fujitsu similar to those of directors or executive officers in a United
States corporation) of the Company, Fujitsu or the Buyer, respectively, (i) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
(g) The jurisdiction of incorporation of the Company, Fujitsu and the Buyer
and the citizenship of the directors and executive officers (or in the case of
Fujitsu, of persons carrying out functions in Fujitsu similar to those of
directors or executive officers in a United States corporation) of the Company,
Fujitsu and Buyer is set forth, (i) with respect to the Company, in the
Information Statement under the caption "Certain Additional Information
Concerning the Company" and Schedule I of the Information Statement, (ii) with
respect to Fujitsu, in the Information Statement under the caption "Certain
Information Concerning Fujitsu" and Schedule II of the Information Statement
and, (iii) with respect to the Buyer, in the Information Statement under the
caption "Certain Information Concerning the Buyer" and Schedule III of the
Information Statement, and such information is incorporated herein by reference.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)(1) The information set forth in the Information Statement under the
captions "Special Factors -- Transactions with Fujitsu -- Supply of Wafer
Products"; "Special Factors -- Transactions with Fujitsu -- Purchase of OEM
Products", "Special Factors -- Transactions with Fujitsu -- The Colorado-4
Development
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Agreement and License", "Special Factors -- Transactions with Fujitsu -- The
Viper Development Agreement and License", "Special Factors -- Transactions with
Fujitsu -- Termination Agreement", "Special Factors -- Transactions with
Fujitsu -- Credit Guarantees and the Recapitalization" and "Special Factors --
Background of the Asset Purchase Agreement -- Agreements between the Buyer and
Fujitsu" is incorporated herein by reference.
(a)(2) The information set forth in the Information Statement under the
captions "Special Factors -- Transactions with Fujitsu -- Credit Guarantees and
the Recapitalization", "Special Factors -- Transactions with Fujitsu -- The IP
Sale", "Special Factors -- Transactions with Fujitsu -- The Sale of RIL",
"Special Factors -- Background of the Asset Purchase Agreement" and "Special
Factors -- Background of the Asset Purchase Agreement -- Agreements between
Buyer and Fujitsu" is incorporated herein by reference.
(b) The information set forth in the Information Statement under the
captions "Special Factors -- Attempted Sale of the Company or its Various Assets
Other than to Fujitsu or the Buyer -- Attempted Sale to Sun", "Special
Factors -- Attempted Sale of the Company or its Various Assets Other than to
Fujitsu or the Buyer -- Attempted Sale of the Viper Design Team and 64-bit
Intellectual Property", "Special Factors -- Attempted Sale of the Company or its
Various Assets Other than to Fujitsu or the Buyer -- Attempted Sale of 32-bit
Intellectual Property" and "Special Factors -- The RIL Sale" is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Information Statement under the
captions "Introduction", "Summary", "Special Factors -- The IP Sale", "Special
Factors -- The Sale of RIL" and "The Sale of Assets" is incorporated herein by
reference.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in the Information Statement under the
captions "Special Factors -- General Background", "Special Factors -- Special
Matters Relating to the IP Sale and the Sale of RIL -- Plans for the Company
After the IP Sale and the Sale of RIL", "The Asset Purchase Agreement -- Plans
for the Company After the Sale of Assets", "Special Factors -- Use of Proceeds;
Liquidation and Dissolution" and "The Plan of Complete Liquidation and
Dissolution" is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Information Statement under the
captions "Special Factors -- Transactions with Fujitsu -- The IP Sale", "Special
Factors -- Transactions with Fujitsu -- The Sale of RIL" and "Special
Factors -- Background of the Asset Purchase Agreement -- Buyer's Funding of the
Sale of Assets" is incorporated herein by reference.
(b) The information set forth in the Information Statement under the
caption "Fees and Expenses" is incorporated herein by reference.
(c) The information set forth in the Information Statement under the
caption "Special Factors -- Background of the Asset Purchase
Agreement -- Buyer's Funding of the Sale of Assets" is incorporated herein by
reference.
(d) Simultaneously with the filing of this Schedule 13E-3, the Buyer is
filing a request with the Secretary of the SEC that the name of the bank making
a loan to the Buyer in the ordinary course of business not be made available to
the public.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) The information set forth in the Information Statement under the
captions "Introduction", "Summary", "Special Factors -- General Background",
"Special Factors -- Attempted Sale of the Company or its Various Assets Other
Than to Fujitsu or Buyer", "Special Factors -- Special Matters Relating to the
7
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IP Sale and the Sale of RIL -- Approval of the Board of Directors;
Recommendation of the Executive Committee and Ad Hoc Committee; Fairness of the
IP Sale and the Sale of RIL", "Special Factors -- Special Matters Relating to
the IP Sale and the Sale of RIL -- Purpose of the IP Sale and the Sale of RIL",
"The Sale of Assets -- Approval of the Board of Directors and Reasons for the
Sale of Assets; Recommendation of the Ad Hoc Committee; Fairness of the Sale of
Assets", "The Sale of Assets -- Purpose of the Asset Purchase Agreement and the
Sale of Assets; Reasons for the Sale of Assets" and "The Plan of Complete
Liquidation and Dissolution" is incorporated herein by reference.
(d) The information set forth in the Information Statement under the
captions "Introduction", "Summary -- The Plan", "Special Factors -- General
Background", "Special Factors -- Special Matters Relating to the IP Sale and the
Sale of RIL -- Plans for the Company After the IP Sale and the Sale of RIL",
"Special Factors -- Background of the Asset Purchase Agreement -- Agreements
Between the Buyer and Fujitsu", "The Sale of Assets -- Purpose of the Asset
Purchase Agreement and the Sale of Assets; Reasons for the Sale of Assets", "The
Sale of Assets -- Plans for the Company After the Sale of Assets", "The Sale of
Assets -- Use of Proceeds; Liquidation and Dissolution", "The Plan of Complete
Liquidation and Dissolution" and "Certain Federal Income Tax Consequences" is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) The information set forth in the Information Statement under the
captions "Special Factors -- General Background", "Special
Factors -- Transactions with Fujitsu -- The IP Sale", "Special Factors --
Transactions with Fujitsu -- The RIL Sale", "Special Factors -- Special Matters
Relating to the IP Sale and the Sale of RIL -- Approval of the Board of
Directors; Recommendation of the Executive Committee and Ad Hoc Committee;
Fairness of the IP Sale and the Sale of RIL", "Special Factors -- Special
Matters Relating to the IP Sale and the Sale of RIL -- Position of Fujitsu
Regarding the Fairness of the IP Sale and the Sale of RIL", "Special
Factors -- Special Matters Relating to the IP Sale and the Sale of RIL -- The
KPMG Japan Valuation Analysis", "Special Factors -- Background of the Asset
Purchase Agreement -- The Asset Purchase Agreement", "Special Factors -- Absence
of Fairness Opinions", "The Sale of Assets -- Approval of the Board of Directors
and Reasons for the Sale of Assets; Recommendation of the Ad Hoc Committee;
Fairness of the Sale of Assets", "The Sale of Assets -- Position of the Buyer
Regarding the Fairness of the Sale of Assets" and "The Sale of
Assets -- Appraisal Report of Houlihan Lokey" is incorporated herein by
reference.
(c)-(d) The information set forth in the Information Statement under the
captions "Summary -- The Stockholder Consent to the Sale of Assets and The
Plan", "Special Factors -- Special Matters Relating to the IP Sale and the Sale
of RIL -- Approval of the Board of Directors; Recommendation of the Executive
Committee and Ad Hoc Committee; Fairness of the IP Sale and the Sale of RIL" and
"The Sale of Assets -- Approval of the Board of Directors and Reasons for the
Sale of Assets; Recommendation of the Ad Hoc Committee; Fairness of the Sale of
Assets" is incorporated herein by reference.
(e) The information set forth in the Information Statement under the
captions "Special Factors -- Transactions with Fujitsu -- The IP Sale", "Special
Factors -- Transactions with Fujitsu -- The Sale of RIL", "Special
Factors -- Special Matters Relating to the IP Sale and the Sale of RIL",
"Special Factors -- Special Matters Relating to the IP Sale and the Sale of
RIL -- Approval of the Board of Directors; Recommendations of the Executive
Committee and the Ad Hoc Committee; Fairness of the IP Sale and the Sale of
RIL", "Special Factors -- Potential Conflicts of Interest" and "The Sale of
Assets -- Approval of the Board of Directors and Reasons for the Sale of Assets;
Recommendation of the Ad Hoc Committee; Fairness of the Sale of Assets" is
incorporated herein by reference.
(f) The information set forth in the Information Statement under the
captions "Special Factors -- Attempted Sale of the Company or its Various Assets
Other Than to Fujitsu or Buyer -- Attempted Sale of RIL" and "Special
Factors -- Transactions with Fujitsu -- The Sale of RIL" is incorporated herein
by reference.
8
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth in the Information Statement under the
captions "Special Factors -- Special Matters Relating to the IP Sale and the
Sale of RIL -- The KPMG Japan Valuation Analysis", "Special Factors -- Absence
of Fairness Opinions" and "The Sale of Assets -- Appraisal Report of Houlihan
Lokey" is incorporated herein by reference. See also, the Houlihan Lokey report
attached hereto as Exhibit (b)(1) and the KPMG Japan valuation analysis attached
hereto as Exhibit (b)(2).
(b)-(c) The information set forth in the Information Statement under the
captions "Special Factors -- Special Matters Relating to the IP Sale and the
Sale of RIL -- The KPMG Japan Valuation Analysis" and "The Sale of
Assets -- Appraisal Report of Houlihan Lokey" is incorporated herein by
reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the Information Statement under the
caption "Security Ownership of Certain Beneficial Owners and Management" and in
Schedule II and Schedule III of the Information Statement is incorporated herein
by reference.
(b) The information set forth in the Information Statement under the
captions "Certain Additional Information Concerning the Company", "Certain
Information Concerning Fujitsu" and "Certain Information Concerning the Buyer"
is incorporated herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) The information set forth in the Information Statement under the
captions "Special Factors -- Transactions with Fujitsu -- The IP Sale", "Special
Factors -- Transactions with Fujitsu -- The Sale of RIL", "Special
Factors -- Special Matters Relating to the IP Sale and the Sale of
RIL -- Approval of the Board of Directors; Recommendation of the Executive
Committee and Ad Hoc Committee; Fairness of the IP Sale and the Sale of RIL",
"Special Factors -- Background of the Asset Purchase Agreement -- The Asset
Purchase Agreement" and "The Sale of Assets -- Approval of the Board of
Directors and Reasons for the Sale of Assets; Recommendation of the Ad Hoc
Committee; Fairness of the Sale of Assets" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the Information Statement under the
caption "Absence of Appraisal Rights" is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a)(1) The information set forth in the Information Statement under the
captions "Audited Financial Statements -- Consolidated Balance Sheets as of
March 30, 1998 and March 31, 1997", "Audited Financial
Statements -- Consolidated Statements of Operations for the years ended March
30, 1998, March 31, 1997 and April 1, 1996", "Audited Financial
Statements -- Consolidated Statements of Cash Flows for the years ended March
30, 1998, March 31, 1997 and April 1, 1996" and "Audited Financial
Statements -- Notes to Consolidated Financial Statements" is incorporated herein
by reference.
(a)(2) The information set forth in the Information Statement under the
captions "Unaudited Condensed Financial Statements -- Condensed Balance Sheets
as of June 29, 1998 and March 30, 1998", "Unaudited Condensed Financial
Statements -- Condensed Consolidated Statements of Operations for the
9
<PAGE> 10
three and six months ended September 28, 1998 and September 29, 1997",
"Unaudited Condensed Financial Statements -- Condensed Consolidated Statements
of Cash Flows for the three and six months ended September 28, 1998 and
September 29, 1997", and "Unaudited Condensed Financial Statements -- Notes to
Condensed Consolidated Financial Statements" is incorporated herein by
reference.
(a)(3) The information set forth in the Information Statement under the
caption "Selected Consolidated Financial Data" is incorporated herein by
reference.
(a)(4) The information set forth in the Information Statement under the
caption "Selected Consolidated Financial Data" is incorporated herein by
reference.
(b) The information set forth in the Information Statement under the
caption "Pro Forma Condensed Consolidated Balance Sheet" is incorporated herein
by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the Information Statement under the
captions "Special Factors -- General Background", " -- Transactions with
Fujitsu -- The IP Sale", " -- Transactions with Fujitsu -- The Sale of RIL", and
"-- Background of the Asset Purchase Agreement" is incorporated herein by
reference.
(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Information Statement and in the Asset
Purchase Agreement attached as Annex A to the Information Statement is
incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
(a)(1)* -- Loan and Security Agreement between the Buyer and [Bank]
(a)(2)* -- Senior Subordinated Loan and Security Agreement between
the Buyer and [Bank]
(b)(1)** -- Report of Houlihan Lokey dated June 4, 1998, including
supporting materials provided to the Company
(b)(2)** -- Preliminary Valuation Analysis of KPMG Japan dated
January 1998, including supporting materials provided to
Fujitsu
(c) -- Not applicable.
(d) -- [Preliminary] Information Statement dated November ,
1998 (incorporated herein by reference to [Preliminary]
Information Statement filed by the Company with the SEC
on November 16, 1998)
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
- ---------------
* To be filed by amendment
** Previously filed
10
<PAGE> 11
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.
ROSS TECHNOLOGY, INC.
By: /s/ JACK W. SIMPSON, SR.
----------------------------------
Name: Jack W. Simpson, Sr.
------------------------------------
Title: President and Chief
Executive Officer
------------------------------------
FUJITSU LIMITED
By: /s/ YOSHIRO YOSHIOKA
----------------------------------
Name: Yoshiro Yoshioka
------------------------------------
Title: Senior Vice President and
Group President, Strategy
and Planning Group
------------------------------------
BRIDGEPOINT TECHNICAL
MANUFACTURING CORPORATION
By: /s/ JOE D. JONES
----------------------------------
Name: Joe D. Jones
------------------------------------
Title: President and Chief
Executive Officer
------------------------------------
Dated: November 16, 1998
11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
(a)(1)* -- Loan and Security Agreement between the Buyer and [Bank]
(a)(2)* -- Senior Subordinated Loan and Security Agreement between
the Buyer and [Bank]
(b)(1)** -- Report of Houlihan Lokey dated June 4, 1998, including
supporting materials provided to the Company
(b)(2)** -- Preliminary Valuation Analysis of KPMG Japan dated
January , 1998, including supporting materials provided
to Fujitsu
(c) -- Not applicable.
(d) -- [Preliminary] Information Statement dated November ,
1998 (incorporated herein by reference to [Preliminary]
Information Statement filed by the Company with the SEC
on November 16, 1998)
(e) -- Not applicable.
(f) -- Not applicable.
</TABLE>
- ---------------
* To be filed by amendment
** Previously filed
