SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO /A

(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 4)

INTERTRUST TECHNOLOGIES CORPORATION

(Name of Subject Company (Issuer))

FIDELIO ACQUISITION COMPANY, LLC

FIDELIO SUB, INC.

KONINKLIJKE PHILIPS ELECTRONICS N.V.

SONY CORPORATION OF AMERICA

STEPHENS ACQUISITION LLC

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

46113Q109

(CUSIP Number of Class of Securities)

Elizabeth Coppinger, Manager Fidelio Acquisition Company, LLC c/o Sony Corporation of America 550 Madison Avenue, 33rd Floor New York, New York 10022-3321 Telephone: (212) 833-8000 Ruud Peters, Manager Fidelio Acquisition Company, LLC c/o Koninklijke Philips Electronics N.V. Amstelplein 2 1096 BC Amsterdam The Netherlands Telephone: +31 (20) 597-7777

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Morton A. Pierce, Esq.

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019-6092

Telephone: (212) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$479,890,442	$44,150

* Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of all of the outstanding shares of common stock, par value $0.001 per share, of InterTrust Technologies Corporation (“InterTrust”) at a purchase price of $4.25 per share. As of November 13, 2002, there were 112,915,398 shares of InterTrust common stock outstanding on a fully diluted basis.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $92 per $1,000,000 of the value of the transaction.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $44,150	Filing Party: Fidelio Acquisition Company, LLC
Form or Registration No.: Schedule TO	Date Filed: November 22, 2002

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer:

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

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SCHEDULE TO

This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2002 (as previously amended and amended hereby, the “Schedule TO”) by Fidelio Acquisition Company, LLC, a Delaware limited liability company (“Parent”), Fidelio Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), Koninklijke Philips Electronics N.V., a corporation organized under the laws of the Netherlands, Sony Corporation of America, a New York corporation, and Stephens Acquisition LLC, an Arkansas limited liability company. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), of InterTrust Technologies Corporation, a Delaware corporation (“InterTrust”), including the associated preferred stock purchase rights (the “Rights” and, together with the Common Stock, the “Shares”) issued pursuant to the Rights Agreement, dated as of June 8, 2001, between InterTrust and American Stock Transfer and Trust Company, Inc., at a purchase price of $4.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 22, 2002 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any supplements or amendments thereto, collectively constitute the “Offer”), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively. Capitalized terms used and not otherwise defined herein shall have the meaning assigned to such terms in the Offer to Purchase or in the Schedule TO.

Items 1 through 9 and Item 11.

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by including the following:

On December 23, 2002, Parent issued a press release announcing the extension of the Offer until 12:00 midnight, New York City time, on Thursday, January 2, 2003, unless further extended. Accordingly, the term “Expiration Date” means 12:00 midnight, New York City time, on Thursday, January 2, 2003, unless and until Purchaser, in accordance with the Merger Agreement and the terms of the Offer, extends the period of time for which the Offer is open, in which event the term “Expiration Date” means the time and date at which the Offer, as so extended by Purchaser, will expire. The Offer was previously scheduled to expire at 12:00 midnight, New York City time, on Friday, December 20, 2002.

The Offer has been extended because the waiting periods applicable to Philips and SCA under the HSR Act have not expired. As previously disclosed in the Offer to Purchase, the required waiting period under the HSR Act for the Offer and the Merger will expire at 11:59 p.m., New York City time, on Thursday, January 2, 2003, which is the later of the expiration of the waiting periods applicable to Philips and SCA, unless the applicable waiting period is earlier terminated or extended by the FTC or the Antitrust Division.

On December 20, 2002, the parties received clearance for the transaction from the European Commission.

Parent has been advised by the Depositary that, as of 12:00 midnight, New York City time, on Friday, December 20, 2002, approximately 84,618,004 Shares (including Shares subject to guaranteed delivery) had been tendered and not withdrawn, representing approximately 85% of the outstanding Shares. The full text of the press release is filed as Exhibit (a)(1)(N) hereto and is incorporated herein by reference.

Item 12.     Exhibits

Item 12 is hereby amended and supplemented to add the following exhibit:
(a)(1)(N)	Press Release issued by Fidelio Acquisition Company, LLC on December 23, 2002.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 23, 2002

FIDELIO ACQUISITION COMPANY, LLC
By:	/s/    Elizabeth Coppinger
	Name:    Elizabeth Coppinger
	Title:      Manager

By:	/s/    Ruud Peters
	Name:    Ruud Peters
	Title:      Manager

FIDELIO SUB, INC.
By:	/s/    Elizabeth Coppinger
	Name:    Elizabeth Coppinger
	Title:      Vice President

By:	/s/    Ruud Peters
	Name:    Ruud Peters
	Title:      Vice President

SONY CORPORATION OF AMERICA
By:	/s/    Steven E. Kober
	Name:    Steven E. Kober
	Title:      Senior Vice President

KONINKLIJKE PHILIPS ELECTRONICS N.V.
By:	/s/    Ruud Peters
	Name:    Ruud Peters*
	Title:      Executive Vice President                Philips International B.V.

STEPHENS ACQUISITION LLC
By:	/s/    Jackson Farrow Jr.
	Name:    Jackson Farrow Jr.
	Title:      Manager

* The power of attorney authorizing Mr. Ruud Peters to sign on behalf of Koninklijke Philips Electronics N.V. has been filed with the Schedule TO filed on November 22, 2002.

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EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated November 22, 2002.**
(a)(1)(B)	Form of Letter of Transmittal.**
(a)(1)(C)	Form of Notice of Guaranteed Delivery.**
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.**
(a)(1)(G)	Press Release issued by Fidelio Acquisition Company, LLC on November 13, 2002, incorporated herein by reference to Schedule TO-C previously filed with the Securities and Exchange Commission.
(a)(1)(H)	Summary Advertisement, dated November 22, 2002, appearing in The Wall Street Journal.**
(a)(1)(I)	Complaint filed by Fabrizio Righetti in the Superior Court, Santa Clara County, California on November 13, 2002.**
(a)(1)(J)	Complaint filed by Jong-Ho Nam in the Superior Court, Santa Clara County, California on November 13, 2002.**
(a)(1)(K)	Complaint filed by James Kaufman and Barrie Kaufman, as trustees by and for the Kaufman Family Trust 9/03/98, and Colin Gilbert in the Court of Chancery, New Castle County, Delaware, on November 27, 2002.**
(a)(1)(L)	Amended Complaint filed by James Kaufman and Barrie Kaufman, as trustees by and for the Kaufman Family Trust 9/03/98, and Colin Gilbert in the Court of Chancery, New Castle County, Delaware, on December 6, 2002.**
(a)(1)(M)	Complaint filed by Julie M. Bishop, Albert Case, Sheldon E. Katzer, Inc. Employees Retirement Trust, Stephen Stenton, George Peterman, John E. Fry, Jr., Billie R. Brenner, Michael McCarthy and Daniel Brown in the Superior Court, Santa Clara County, California, on December 9, 2002.**
(a)(1)(N)	Press Release issued by Fidelio Acquisition Company, LLC on December 23, 2002.
(b)	None.
(d)(1)	Agreement and Plan of Merger, dated as of November 13, 2002, by and among Fidelio Acquisition Company, LLC, Fidelio Sub, Inc. and InterTrust Technologies Corporation.**
(d)(2)	Letter Agreement, dated as of November 13, 2002, by and among Sony Corporation of America, Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(d)(3)(A)	Confidentiality Agreement, dated as of May 16, 2002, by and between Sony Corporation of America and InterTrust Technologies Corporation.**
(d)(3)(B)	Confidentiality Agreement, dated as of July 8, 2002, by and between Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(d)(3)(C)	Rider Regarding Confidential Information, dated as of September 30, 2002, by and among Sony Corporation of America, Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(d)(4)	Form of Stockholder Tender and Support Agreements, dated as of November 13, 2002, by and among Fidelio Acquisition Company, LLC, Fidelio Sub, Inc. and certain stockholders of InterTrust Technologies Corporation.**
(d)(5)	Exclusivity Letter Agreement, dated as of November 10, 2002, by and among Sony Corporation of America, Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**

(d)(6)(A)*	Patent License Agreement, dated as of May 20, 2002, by and between Sony Corporation and InterTrust Technologies Corporation.**
(d)(6)(B)	Amendment to Patent License Agreement, dated as of November 13, 2002, by and between Sony Corporation and InterTrust Technologies Corporation.**
(d)(6)(C)*	Foundation Patent License Agreement, dated as of November 13, 2002, by and between Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(d)(6)(D)	Amendment to Foundation Patent License Agreement, dated as of November 13, 2002, by and between Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(g)	None.
(h)	None.

* Portions of this exhibit have been omitted based on a request for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Such omitted portions have been filed separately with the Securities and Exchange Commission.

** Previously filed.

EX-99.(A)(1)(N)

Exhibit (a)(1)(N)

FOR IMMEDIATE RELEASE

FIDELIO ACQUISITION COMPANY EXTENDS TENDER OFFER

FOR SHARES OF INTERTRUST TECHNOLOGIES CORPORATION

AMSTERDAM, Netherlands and NEW YORK, December 23 /PRNewswire-FirstCall/ — Fidelio Acquisition Company, LLC, whose members are Sony Corporation of America, a subsidiary of Sony Corporation (NYSE: SNE), Koninklijke Philips Electronics N.V. (NYSE: PHG; AEX: PHI) and Stephens Acquisition LLC, today announced that it has extended its $4.25 per share cash tender offer for all of the outstanding shares of common stock of InterTrust Technologies Corporation (Nasdaq: ITRU) until 12:00 midnight, New York City time, on Thursday, January 2, 2003, unless further extended. The tender offer was previously scheduled to expire at 12:00 midnight, New York City time, on Friday, December 20, 2002.

The tender offer is being extended because the waiting periods applicable to Philips and Sony Corporation of America under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, have not expired. As previously disclosed in the Offer to Purchase relating to the tender offer, the required waiting period under the HSR Act for the proposed acquisition of InterTrust will expire at 11:59 p.m., New York City time, on Thursday, January 2, 2003, which is the later of the expiration of the waiting periods applicable to Philips and Sony Corporation of America, unless the applicable waiting period is earlier terminated or extended by the U.S. Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice.

On December 20, 2002, the parties received clearance for the transaction from the European Commission.

Fidelio Acquisition Company has been advised by Mellon Investor Services LLC, the depositary for the tender offer, that, as of 12:00 midnight, New York City time, on Friday, December 20, 2002, approximately 84,618,004 shares (including shares subject to guaranteed delivery) of common stock of InterTrust had been tendered and not withdrawn, representing approximately 85% of the outstanding shares.

About Sony Corporation of America

Sony Corporation of America, based in New York City, is a U.S. subsidiary of Sony Corporation, headquartered in Tokyo. Sony is a leading manufacturer of audio, video, communications and information technology products for the consumer and professional markets. Its music, motion picture, television, computer entertainment and online businesses make Sony one of the most comprehensive entertainment companies in the world. Sony’s principal U.S. businesses include Sony Electronics Inc., Sony Pictures Entertainment, Sony Music Entertainment Inc., and Sony Computer Entertainment America Inc. Sony recorded consolidated annual sales of over $56.9 billion for the fiscal year ended March 31, 2002, and it employs 168,000 people worldwide. Sony Corporation of America recorded over $18.5 billion

in sales in the U.S. for the fiscal year ended March 31, 2002. Sony Corporation of America’s homepage is: http://www.sony.com/SCA/index.html.

About Koninklijke Philips Electronics N.V.

Koninklijke Philips Electronics of the Netherlands is one of the world’s biggest electronics companies and Europe’s largest, with sales of EUR 32.3 billion in 2001. It is a global leader in color television sets, lighting, electric shavers, medical diagnostic imaging and patient monitoring, and one-chip TV products. Its 184,000 employees in more than 60 countries are active in the areas of lighting, consumer electronics, domestic appliances, semiconductors, and medical systems. Philips is quoted on the NYSE (symbol: PHG), London, Frankfurt, Amsterdam and other stock exchanges. News from Philips is located at http://www.philips.com/newscenter.

About Stephens Acquisition LLC

Stephens Acquisition LLC, an Arkansas limited liability company and a wholly owned subsidiary of Stephens Group, Inc., is a newly formed entity and has not conducted any business other than in connection with the tender offer. Stephens Group, Inc. is a privately held, Little Rock, Arkansas based holding company. It is the parent of Stephens Inc., an investment banking firm that is a member of the National Association of Securities Dealers and the New York Stock Exchange, and Stephens Group, Inc. also conducts extensive merchant banking activities.

About InterTrust Technologies Corporation

InterTrust develops and licenses intellectual property for DRM and trusted computing. The Company holds 26 U.S. patents and has approximately 85 patent applications pending worldwide. InterTrust’s patent portfolio covers software and hardware techniques that can be implemented in a broad range of products that use DRM and trusted computing technologies, including computer operating systems, digital media platforms, web services, and enterprise infrastructure. InterTrust has research, engineering, and IP groups focusing on developing and monetizing next-generation technologies and inventions.

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES. FIDELIO ACQUISITION COMPANY, LLC AND ITS WHOLLY OWNED SUBSIDIARY, FIDELIO SUB, INC., HAVE FILED A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”), AND INTERTRUST HAS FILED A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE TENDER OFFER. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS AMENDED, CONTAIN IMPORTANT INFORMATION, WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF

TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS AMENDED, ARE AVAILABLE FOR FREE AT THE SEC’S WEBSITE AT WWW.SEC.GOV. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) MAY ALSO BE OBTAINED FREE BY DIRECTING SUCH REQUESTS TO GEORGESON SHAREHOLDER COMMUNICATIONS INC., 17 STATE STREET, 10TH FLOOR, NEW YORK, NEW YORK 10004, OR BY CALLING TOLL-FREE (866) 870-4324.

STATEMENTS IN THIS PRESS RELEASE THAT ARE NOT HISTORICAL, ARE FORWARD-LOOKING STATEMENTS THAT ARE ESTIMATES REFLECTING THE BEST JUDGMENT OF FIDELIO ACQUISITION COMPANY BASED ON CURRENTLY AVAILABLE INFORMATION. SUCH FORWARD-LOOKING STATEMENTS INVOLVE ACTUAL KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, CONTINGENCIES AND OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE STATED. SUCH RISKS, UNCERTAINTIES, CONTINGENCIES AND OTHER FACTORS, MANY OF WHICH ARE BEYOND THE CONTROL OF FIDELIO ACQUISITION COMPANY, INCLUDE, BUT ARE NOT LIMITED TO, THE SATISFACTION OF THE CONDITIONS TO CLOSING, GENERAL ECONOMIC FACTORS AND CAPITAL MARKET CONDITIONS, AND GENERAL INDUSTRY TRENDS. NONE OF FIDELIO ACQUISITION COMPANY, FIDELIO SUB AND INTERTRUST UNDERTAKES ANY OBLIGATION (AND THEY EXPRESSLY DISCLAIM ANY SUCH OBLIGATION) TO UPDATE OR ALTER ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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