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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
INTEGRATED SENSOR SOLUTIONS, INC.
(Name of Subject Company)
SENSOR ACQUISITION CORPORATION
TEXAS INSTRUMENTS INCORPORATED
(Bidders)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
45814M102
(CUSIP Number of Class of Securities)
Richard J. Agnich, Esq.
TEXAS INSTRUMENTS INCORPORATED
8505 Forest Lane, M/S 8658
Dallas, Texas 75243
(972) 480-5050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
R. SCOTT COHEN, ESQ.
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201-6950
214-746-7738
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TENDER OFFER
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities
and Exchange Commission on May 7, 1999 by Sensor Acquisition Corporation, a
Delaware corporation (the "Purchaser"), and Texas Instruments Incorporated, a
Delaware corporation and the sole stockholder of the Purchaser ("Parent"),
relating to the offer by the Purchaser to purchase all outstanding shares of
common stock, par value $.001 per share (the "Shares"), of Integrated Sensor
Solutions, Inc., a Delaware corporation, at $8.05 per Share, net to the seller
in cash, on the terms and subject to the conditions set forth in the Offer to
Purchase dated May 7, 1999 (the "Offer to Purchase") and in the related Letter
of Transmittal, copies of which are attached to the Schedule 14D-1 as Exhibits
99(a)(1) and 99(a)(2), respectively.
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ITEM 10. ADDITIONAL INFORMATION
Item 10 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
Clause (i) of the first paragraph of Section 14 of the Offer to
Purchase, "Conditions to the Offer," which Section 14 is incorporated
by reference in Item 10 of the Schedule 14D-1, is hereby deleted, and
the following is inserted in lieu thereof:
"(i) the Minimum Condition has not been satisfied prior to
the expiration of the Offer,"
Clause (iii) of the first paragraph of Section 14 of the Offer to
Purchase, "Conditions to the Offer," which Section 14 is incorporated
by reference in Item 10 of the Schedule 14D-1, is hereby deleted, and
the following is inserted in lieu thereof:
"(iii) at any time on or after the date of the Merger
Agreement and prior to the expiration of the Offer, any of the
following events shall occur:"
Item 10. of the Schedule 14D-1 is further amended and supplemented
hereby by adding the following text thereto:
"On June 7, 1999, the Purchaser and Parent issued a press
release, a copy of which is attached hereto as Exhibit
99(a)(9) and is incorporated herein by reference."
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1 is hereby amended and supplemented by
adding a new Exhibit as follows:
99(a)(9) Text of Press Release issued by the Purchaser and
Parent dated June 7, 1999.
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: June 7, 1999
SENSOR ACQUISITION CORPORATION
By: /s/ MARTHA N. SULLIVAN
----------------------------------
Name: Martha N. Sullivan
Title: President
TEXAS INSTRUMENTS INCORPORATED
By: /s/ RICHARD K. TEMPLETON
----------------------------------
Name: Richard K. Templeton
Title: Executive Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
99(a)(9) Text of Press Release issued by the Purchaser and Parent
dated June 7, 1999.
99(c)(1) Agreement and Plan of Merger dated as of May 3, 1999, by and
among Parent, the Purchaser and the Company.*
99(c)(2) Stockholders Agreement dated as of May 3, 1999, by and among
the Purchaser, Manher D. Naik, Donald Paulus, Ramesh Sirsi,
David Satterfield, Nagano Keiki Co., Ltd., Breed
Technologies, Inc., WK Technology Funds, and Vinod K. Sood,
Sood Family Trust dated 5/14/90.*
99(c)(3) Confidentiality Agreement dated as of March 2, 1999, by and
between Parent and the Company.*
</TABLE>
* Previously filed as an exhibit to the Schedule 14D-1.
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EXHIBIT 99(a)(9)
TEXAS INSTRUMENTS EXTENDS CASH TENDER OFFER
FOR SHARES OF INTEGRATED SENSOR SOLUTIONS
DALLAS (June 7, 1999)--Texas Instruments today announced that TI and
its wholly-owned subsidiary, Sensor Acquisition Corporation, have extended their
tender offer for all of the issued and outstanding shares of common stock of
Integrated Sensor Solutions, Inc. (ISS) (NASDAQ: ISNR) at a price of $8.05 per
share, net to the seller in cash, until midnight, EDT, on Friday, June 25, 1999.
The tender offer was previously scheduled to expire at midnight, EDT, on Friday,
June 4, 1999.
The requirements of U.S. antitrust laws applicable to the transaction
have been satisfied. However, the review of the transaction by German antitrust
authorities and ISS's purchase of the outstanding minority interest in its
German subsidiary have not been completed. These conditions are expected to be
satisfied in late June.
TI has been advised by the depositary for the tender offer that as of
5:00 p.m., EDT on June 4, 1999, 7,440,749 shares of ISS common stock, or
approximately 96.5% of the issued and outstanding shares, had been validly
tendered and not withdrawn.
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NOTE TO EDITORS: Texas Instruments Incorporated is a global semiconductor
company and the world's leading designer and supplier of digital signal
processing and analog technologies, the engines driving the digitization of
electronics. Headquartered in Dallas, Texas, the company's businesses also
include materials and controls, educational and productivity solutions, and
digital imaging. The company has manufacturing or sales operations in more than
25 countries.
Texas Instruments is traded on the New York Stock Exchange under the symbol TXN.
More information is located on the World Wide Web at http://www.ti.com
