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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. 5)
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. 5 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.
2
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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)(13) Text of Press Release issued by the Purchaser and
Parent dated July 26, 1999.
3
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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: July 26, 1999
SENSOR ACQUISITION CORPORATION
By: /s/ WILLIAM A. AYLESWORTH
----------------------------------
Name: William A. Aylesworth
Title: Vice President
TEXAS INSTRUMENTS INCORPORATED
By: /s/ WILLIAM A. AYLESWORTH
----------------------------------
Name: William A. Aylesworth
Title: Senior Vice President,
Treasurer and Chief Financial
Office
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
- -------
<S> <C>
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.
5
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EXHIBIT 99(a)(13)
NEWS RELEASE
C-99040
Media Contact:
Kim Quirk 972-480-6878
TEXAS INSTRUMENTS EXTENDS CASH TENDER OFFER
FOR SHARES OF INTEGRATED SENSOR SOLUTIONS
Dallas (July 26, 1999) - Texas Instruments (NYSE:TXN) 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. (NASDAQ:ISNR) at a price of
$8.05 per share, net to the seller in cash, until midnight, EDT, on Friday,
July 30, 1999. The tender offer was previously scheduled to expire at midnight,
EDT, on Friday, July 23, 1999.
Consummation of the offer is subject to satisfaction or waiver of various
conditions specified in the offer to purchase, including receipt of requisite
approvals under the German Cartel Act. German antitrust authorities have not
yet completed their review of the proposed transaction.
TI has been advised by the depositary for the tender offer that as of the
close of business on July 23, 1999, 7,613,332 shares of Integrated Sensor
Solutions common stock, or approximately 98.7 percent of the issued and
outstanding shares, were validly tendered and not withdrawn in the tender offer.
# # #
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, TI's businesses also include
materials and controls, educational and productivity solutions, and digital
imaging. TI 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.
