<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 7
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 1
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
- -------------------------------------------------------------------------------
INTEGRATED SENSOR SOLUTIONS, INC.
(NAME OF SUBJECT COMPANY)
- -------------------------------------------------------------------------------
SENSOR ACQUISITION CORPORATION
TEXAS INSTRUMENTS INCORPORATED
(BIDDERS)
- -------------------------------------------------------------------------------
Common Stock, $0.001 par value
(Title of Class of Securities)
- -------------------------------------------------------------------------------
45814 M 102 (Common Stock)
(CUSIP number of Class of Securities)
- -------------------------------------------------------------------------------
Richard J. Agnich, Esq.
Texas Instruments Incorporated
8505 Forest Lane, M/S 8658
Dallas, Texas 75243
Telephone: (972) 480-5050
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Bidders)
- -------------------------------------------------------------------------------
with a copy to:
R. Scott Cohen, Esq.
Weil, Gotshal & Manges LLP
100 Crescent Court, Suite 1300
Dallas, Texas 75201-6950
Telephone: (214) 746-7738
- -------------------------------------------------------------------------------
August 16, 1999
(Date of event which requires filing of this Statement on Schedule 13D)
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Page 1
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<TABLE>
<S> <C> <C>
- ----------------------- ------------------------
CUSIP No. 45814 M 102 14D-1 Page 2
- ----------------------- ------------------------
- -----------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
TEXAS INSTRUMENTS INCORPORATED
- -----------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -----------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- -----------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,940,109(1)
BENEFICIALLY --------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON --------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
7,940,109(1)
--------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,940,109(1)
- -----------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
100%
- -----------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) On August 16, 1999, Texas Instruments Incorporated ("TI") owned all of
the issued and outstanding shares of common stock, par value $0.01 per
share, of Sensor Acquisition Corporation ("MergerSub"). As a result of
the consummation by MergerSub on August 13, 1999 of the tender offer
to which this Statement relates, MergerSub became the direct
beneficial owner of 7,814,202 shares of common stock, par value $0.001
per share (the "Shares"), of Integrated Sensor Solutions, Inc. (the
"Company"). Pursuant to a second stage merger of MergerSub with and
into the Company (with the Company surviving) on August 16, 1999, each
Share held by a person other than MergerSub or TI was converted into
the right to receive $8.05 in cash, TI became the direct beneficial
owner of 100% of the Shares and, as a result the Company became a
wholly-owned subsidiary of TI.
<PAGE> 3
TENDER OFFER
This Amendment No. 7 to Schedule 14D-1 and Amendment No. 1 to Schedule
13D amends and supplements the Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") and Statement on Schedule 13D (the "Statement") originally
filed with the Securities and Exchange Commission on May 7, 1999 by Sensor
Acquisition Corporation, a Delaware corporation ("Purchaser"), and Texas
Instruments Incorporated, a Delaware corporation and the sole stockholder of
Purchaser ("Parent"), relating to the offer by 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.
ITEM 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6 is amended and supplemented by the addition of
the following:
The Offer was previously extended from 12:00 midnight, Eastern
Daylight Time, on Friday, July 30, 1999, to 12:00 midnight, Eastern Daylight
Time, on Friday, August 13, 1999, at which time the Offer expired. Following
the expiration of the Offer, Purchaser accepted for payment all Shares validly
tendered pursuant to the Offer. The Purchaser was informed by the Depositary
that 7,814,202 Shares (approximately 98.4% of the issued and outstanding
Shares) were validly tendered and not withdrawn pursuant to the Offer,
including 104,962 Shares tendered pursuant to the procedures for guaranteed
delivery.
On August 16, 1999, subsequent to the consummation of the Offer, a
merger of the Purchaser with and into the Company (the "Merger") pursuant to
Section 253 of the General Corporation Law of the State of Delaware became
effective. The Company was the surviving corporation in the Merger. The Merger
was the second and final step in the acquisition by Parent of the Company
pursuant to the Agreement and Plan of Merger, dated as of May 3, 1999, by and
among Parent, Purchaser, and the Company (the "Merger Agreement"). The first
step was the consummation of the Offer. Pursuant to the Merger Agreement, each
Share outstanding immediately prior to the effective time of the Merger (other
than Shares held by Parent, the Purchaser, or any of their respective
affiliates and Shares, if any, held by stockholders who demand and perfect
dissenter's rights under Delaware law) was converted into the right to
receive $8.05 per Share in cash. As a result of the Merger, the Company is now
a wholly owned subsidiary of Parent.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
99(a)(15) Text of Press Release issued by the Purchaser and Parent
dated August 16, 1999.
99(a)(16) Text of Press Release issued by the Purchaser and Parent
dated August 16, 1999.
Page 3
<PAGE> 4
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: August 16, 1999
SENSOR ACQUISITION CORPORATION
By: /s/ William B. Aylesworth
------------------------------------------
Name: William B. Aylesworth
Title: Vice President
TEXAS INSTRUMENTS INCORPORATED
By: /s/ William B. Aylesworth
------------------------------------------
Name: William B. Aylesworth
Title: Senior Vice President, Treasurer
and Chief Financial Officer
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
99(a)(16) Text of Press Release issued by the Purchaser and Parent
dated August 16, 1999.
99(a)(15) Text of Press Release issued by the Purchaser and Parent
dated August 16, 1999.
99(a)(14) Text of Press Release issued by the Purchaser and Parent
dated August 2, 1999.++
99(a)(13) Text of Press Release issued by the Purchaser and Parent
dated July 26, 1999.+
99(a)(12) Text of Press Release issued by the Purchaser and Parent
dated July 19, 1999.*****
99(a)(11) Text of Press Release issued by the Purchaser and Parent
dated July 6, 1999.****
99(a)(10) Text of Press Release issued by the Purchaser and Parent
dated June 28, 1999.***
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.
** Previously filed as an exhibit to Amendment No. 1 to Schedule 14D-1.
*** Previously filed as an exhibit to Amendment No. 2 to Schedule 14D-1.
**** Previously filed as an exhibit to Amendment No. 3 to Schedule 14D-1.
***** Previously filed as an exhibit to Amendment No. 4 to Schedule 14D-1.
+ Previously filed as an exhibit to Amendment No. 5 to Schedule 14D-1.
++ Previously filed as an exhibit to Amendment No. 6 to Schedule 14D-1.
<PAGE> 1
EXHIBIT 99(a)(15)
NEWS RELEASE
C-99046
Media Contact:
Kim Quirk 972-480-6878
TEXAS INSTRUMENTS CLOSES TENDER OFFER FOR SHARES
OF INTEGRATED SENSOR SOLUTIONS
Dallas (August 16, 1999) - Texas Instruments Incorporated (NYSE: TXN)
today announced that its tender offer to acquire all outstanding common stock
of Integrated Sensor Solutions, Inc. (ISS) (NASDAQ: ISNR) at a cash price of
$8.05 per share expired as scheduled on August 13, 1999. TI accepted for
purchase all shares tendered and not withdrawn prior to the expiration of the
offer, which was 7,709,240 shares of ISS common stock representing
approximately 99.9% of the outstanding shares.
TI will complete its acquisition by merging ISS with Sensor
Acquisition Corporation, a wholly owned TI subsidiary. All ISS common stock not
acquired in the tender offer will be converted in the merger into the right to
receive $8.05 per share in cash. The merger will occur promptly.
# # #
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 products also
include calculators, controls and sensors, metallurgical materials and digital
light processing technologies. 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
<PAGE> 1
EXHIBIT 99(a)(16)
NEWS RELEASE
C-99046
Media Contact:
Kim Quirk 972-480-6878
TEXAS INSTRUMENTS CLOSES TENDER OFFER FOR SHARES
OF INTEGRATED SENSOR SOLUTIONS
Dallas (August 16, 1999) - Texas Instruments Incorporated (NYSE:TXN)
today announced that its tender offer to acquire all outstanding common stock
of Integrated Sensor Solutions, Inc. (ISS)(NASDAQ:INSR) at a cash price of
$8.05 per share expired as scheduled on August 13, 1999. TI accepted for
purchase all shares tendered and not withdrawn prior to the expiration of the
offer, which was 7,814,202 shares of ISS common stock representing
approximately 98.4% of the outstanding shares.
TI will complete its acquisition by merging ISS with Sensor Acquisition
Corporation, a wholly owned TI subsidiary. All ISS common stock not acquired in
the tender offer will be converted in the merger into the right to receive
$8.05 per share in cash. The merger will occur promptly.
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 products also include
calculators, controls and sensors, metallurgical materials and digital light
processing technologies. 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
# # #
