-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LSeE8rodtH0MUe3fPSOi/uca0vli8+iBBlG34/qafF/jcmlM68VevJG/E3pddKUM wK/HMlNd02zQuh/JIRxKQQ== 0000950123-99-002193.txt : 19990318 0000950123-99-002193.hdr.sgml : 19990318 ACCESSION NUMBER: 0000950123-99-002193 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990317 GROUP MEMBERS: KONINKLIJKE PHILIPS ELECTRONICS NV GROUP MEMBERS: KPE ACQUISITION INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VLSI TECHNOLOGY INC CENTRAL INDEX KEY: 0000704386 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942597282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-34648 FILM NUMBER: 99566649 BUSINESS ADDRESS: STREET 1: 1109 MCKAY DRIVE STREET 2: M-STOP 19 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084343000 MAIL ADDRESS: STREET 1: 1109 MCKAY DR - MAILSTOP 19 STREET 2: ATTN: MICHAEL MYHRE CITY: SAN JOSE STATE: CA ZIP: 95131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KONINKLIJKE PHILIPS ELECTRONICS NV CENTRAL INDEX KEY: 0000313216 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: REMBRANDT TOWER AMSTELPLEIN 1 STREET 2: 1096 HA AMSTERDAM CITY: THE NETHERLANDS MAIL ADDRESS: STREET 1: REMBRANDT TOWER AMSTELPLEIN 1 STREET 2: 1096 HA AMSTERDAM CITY: THE NETHERLANDS FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V DATE OF NAME CHANGE: 19930727 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D-1 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 (AMENDMENT NO. 1) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ VLSI TECHNOLOGY, INC. (NAME OF SUBJECT COMPANY) KPE ACQUISITION INC. KONINKLIJKE PHILIPS ELECTRONICS N.V. (ROYAL PHILIPS ELECTRONICS) (BIDDERS) COMMON STOCK, PAR VALUE $.01 PER SHARE (INCLUDING THE ASSOCIATED RIGHTS) (TITLE OF CLASS OF SECURITIES) 981270109 (CUSIP NUMBER OF CLASS OF SECURITIES) WILLIAM E. CURRAN PRESIDENT KPE ACQUISITION INC. 1251 AVENUE OF THE AMERICAS 20TH FLOOR NEW YORK, NEW YORK 10020 212-536-0500 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) COPIES TO: NEIL T. ANDERSON, ESQ. SULLIVAN & CROMWELL 125 BROAD STREET NEW YORK, NEW YORK 10004 (212) 558-4000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1 filed on March 5, 1999 (the "Schedule 14D-1") by Koninklijke Philips Electronics N.V. Inc., a company incorporated under the laws of The Netherlands ("Royal Philips"), and KPE Acquisition Inc. (the "Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of Royal Philips, with respect to the Purchaser's offer to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Common Stock"), including the associated rights to purchase preferred stock (the "Rights" and, together with the Common Stock, the "Shares") of VLSI Technology, Inc., a Delaware corporation (the "Company"), at $17.00 per Share net to the seller in cash, on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 5, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), which were filed as Exhibits (a)(1) and (a)(2) to the Schedule 14D-1, respectively. Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Offer to Purchase. ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY. Item 3 is hereby amended to add the following: On March 5, 1999, Mr. William E. Curran, President of the Purchaser, sent to the Secretary of the Company a letter, on behalf of the Purchaser, pursuant to Section 220 of the General Corporation Law of the State of Delaware and the common law of the State of Delaware, demanding, among other things, the right to inspect the Company's stock ledger, the most recent list of its stockholders and the most recent list of its non-objecting beneficial owners and that the Company provide to the Purchaser the same or make available copies and extracts therefrom. On March 12, 1999, Richards, Layton & Finger, Delaware counsel to the Company, responded to the Purchaser's request in a letter indicating that the Company would provide certain of the information requested. On March 16, 1999, Sullivan & Cromwell, counsel to Royal Philips and the Purchaser, sent a letter to the Company in response to the March 12 letter providing the Company with delivery instructions for the information the Company agreed to provide and demanding again certain previously requested information that the Company had not yet agreed to provide. On March 12, 1999, Mr. Curran sent to the Secretary of the Company a letter in the form attached to this Schedule 14D-1 as Exhibit (g)(1), which is incorporated by reference herein. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 is hereby amended to add the following: On March 12, 1999, the Purchaser and Royal Philips filed with the Securities and Exchange Commission (the "SEC") a Preliminary Consent Statement on Schedule 14A, which is incorporated by reference herein, and which sets forth, among other things, Purchaser's and Royal Philips' proposals to (i) remove each of the six current members of the Company's board of directors (the "Board"), (ii) amend the Bylaws of the Company (the "Bylaws") to allow stockholders of the Company to fill vacancies created by the removal of directors, (iii) amend the Bylaws to fix the number of directors of the Company at three and (iv) elect two nominees of Purchaser and Royal Philips to the Board. The Schedule 14A may be obtained from the SEC in the manner set forth with respect to information regarding the Company in Section 8 of the Offer to Purchase. ITEM 10. ADDITIONAL INFORMATION. Item 10 is hereby amended as follows: (c) On March 8, 1999, Philips Electronics North America Corporation, the parent entity of Purchaser and an indirect wholly owned subsidiary of Royal Philips, on behalf of Royal Philips, filed with the Antitrust Division of the Department of Justice and the Federal Trade Commission a Notification and Report Form with respect to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and a request for early termination of the applicable 15- 3 calendar day waiting period under the HSR Act. The waiting period under the HSR Act with respect to the Offer will expire on 11:59 p.m., New York City time, on March 23, 1999, unless early termination of the waiting period is granted or unless extended by a request for additional information or documentary material. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a)(10) Press release, dated March 12, 1999, relating to request for the Company to set record date for consent solicitation by the Purchaser. (g)(1) Form of letter dated March 12, 1999 from William E. Curran, President of the Purchaser, to the Secretary of the Company requesting the Company to set a record date for the consent solicitation by the Purchaser (Annexes omitted). 4 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: March 17, 1999 KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ GUIDO R.C. DIERICK ------------------------------------ Name: Guido R.C. Dierick Title: Director and Deputy Secretary KPE ACQUISITION INC. By: /s/ WILLIAM E. CURRAN ------------------------------------ Name: William E. Curran Title: President 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- (a)(10) Press release, dated March 12, 1999, relating to request for the Company to set record date for consent solicitation by the Purchaser. (g)(1) Form of letter from William E. Curran, President of the Purchaser, to VLSI requesting VLSI to set a record date for the consent solicitation by the Purchaser (Annexes omitted).
EX-99.A.10 2 PRESS RELEASE 1 Exhibit (a)(10) [PHILIPS ELECTRONICS LOGO] FOR IMMEDIATE RELEASE PHILIPS ELECTRONICS TAKES STEP TO EXPEDITE $17 PER SHARE CASH OFFER FOR VLSI TECHNOLOGY - -------------------------------------------------------------------------------- SUNNYVALE, CA, MARCH 12, 1999 - Royal Philips Electronics (NYSE:PHG) today announced it is taking another step to expedite the consummation of its $17.00 per share cash tender offer for VLSI Technology, Inc. (NASDAQ:VLSI). Philips remains hopeful that VLSI will enter into negotiations soon. However, in the event it is necessary to proceed with a consent solicitation, Philips is today filing with the U.S. Securities and Exchange Commission (SEC) a consent statement seeking consents of VLSI stockholders to remove the VLSI Board of Directors and replace them with nominees who, subject to their fiduciary duties, would allow the Philips offer to proceed. Philips is also giving notice to VLSI that it is requesting that a record date be set for the purpose of establishing which VLSI stockholders are entitled to participate in the consent solicitation. Philips expects to be prepared to mail its consent statement to VLSI stockholders in approximately two weeks. On March 5, 1999, Philips commenced a tender offer for all outstanding shares of VLSI at a price of $17.00 per share in cash. The offer represents a 58% premium to VLSI's closing price of $10.75 per share on February 25, the last trading day prior to disclosure of Philips' letter to the VLSI Board of Directors offering to acquire VLSI for $17.00 per share. Details of Philips' proposal, as well as the consent procedure, are described in Philips' Schedule 14A which will be filed today with the SEC. # # # Royal Philips Electronics of the Netherlands is one of the world's biggest electronics companies and Europe's largest, with sales of US$33.9 billion in 1998. It is a global leader in color television sets, lighting, electric shavers, color picture tubes for televisions and monitors, and one-chip TV products. Its 233,700 employees in more than 60 countries are active in the areas of lighting, consumer electronics, domestic appliances, components, semiconductors, medical systems, business electronics, and IT services (Origin). Philips is quoted on the NYSE, London, Frankfurt, Amsterdam and other stock exchanges. News from Philips is located at www.news.philips.com. Contacts: Jodi Guilbault George Sard/David Reno Philips Semiconductors Sard Verbinnen & Co 408/991-2332 212/687-8080 Jodi.Guilbault@sv.sc.philips.com www.semiconductors.philips.com -more- 2 -2- CERTAIN INFORMATION CONCERNING PARTICIPANTS The entities and individuals named below may be deemed to be participants in the solicitation of consents by KPE Acquisition Inc. (the "Purchaser"), an indirect wholly owned subsidiary of Koninklijke Philips Electronics N.V. ("Royal Philips"), to remove and replace the board of directors of VLSI Technology, Inc. ("VLSI") in connection with the Purchaser's tender offer (the "Offer") for the shares of common stock (the "VLSI Shares") of VLSI. The participants in this solicitation may include the Purchaser; the directors of Purchaser (William E. Curran and Guido R.C. Dierick); the non-director executive officer of Purchaser (Belinda Chew); Royal Philips; and the directors and executive officers of Royal Philips: Cor Boonstra (President and Chief Executive Officer and Chairman of the Board of Management and Group Management Committee), Dudley G. Eustace (Executive Vice-President and Vice-Chairman of the Board of Management and the Group Management Committee), Jan H.M. Hommen (Executive Vice-President, Member of the Board of Management and the Group Management Committee and Chief Financial Officer), Adri Baan (Executive Vice-President, Member of the Board of Management and the Group Management Committee and Chairman of the Consumer Electronics Division), Y.C. Lo (Executive Vice-President and Member of the Board of Management and the Group Management Committee), Arthur P.M. van der Poel (Executive Vice-President, Member of the Board of Management and the Group Management Committee and Chairman of the Semiconductors Division), John W. Whybrow (Executive Vice-President, Member of the Board of Management and the Group Management Committee and Chairman of the Lighting Division), R. Pieper (Executive Vice-President and Member of the Board of Management and the Group Management Committee), Ad H.A. Veenhof (Member of the Group Management Committee and Chairman of the Domestic Appliances and Personal Care Division), Kees Bulthuis (Member of the Group Management Committee and Senior Managing Director of Corporate Research), J. M. Barella (Member of the Group Management Committee and Chairman of the Medical Systems Division), A.B. Bok (Member of the Group Management Committee and Chairman of the Business Electronics Division ), G.J. Kleisterlee (Member of the Group Management Committee and Chairman of the Components Division), J.P. Oosterveld (Member of the Group Management Committee and Senior Director of Corporate Strategy), A. Westerlaken (Member of the Group Management Committee, General Secretary, Chief Legal Officer and Secretary to the Board of Management), N.J. Bruijel (Member of the Group Management Committee responsible for Corporate Human Resources Management), F.A. Maljers (Chairman of the Supervisory Board), A. Leysen (Member of the Supervisory Board), W. Hilger (Member of the Supervisory Board), L.C. van Wachem (Member of the Supervisory Board), C.J. Oort (Member of the Supervisory Board), L. Schweitzer (Member of the Supervisory Board), Sir Richard Greenbury (Member of the Supervisory Board) and W. de Kleuver (Member of the Supervisory Board). Royal Philips has retained Credit Suisse First Boston Corporation ("CSFB") to act as its financial advisor in connection with the Offer, for which CSFB will receive customary fees, as well as reimbursement of reasonable out-of-pocket expenses. In addition, Royal Philips has agreed to indemnify CSFB against certain liabilities, including certain liabilities under the federal securities laws, arising out of its engagement. CSFB is an investment banking firm that provides a full range of financial services for institutional and individual clients. CSFB does not admit that it or any of its directors, officers, employees or affiliates is a "participant," as defined in Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended, in the solicitation, or that such Schedule 14A requires the disclosure of certain information concerning CSFB or such persons. In connection with CSFB's role as financial advisor to Royal Philips, CSFB and the following investment banking employees of CSFB may communicate in person by telephone or otherwise with a limited number of institutions, brokers or other persons who are stockholders of VLSI: George Boutros (Managing Director) and Jason Dilullo (Vice President). CSFB engages in a full range of investment banking, securities trading, market-making and brokerage services for institutional and individual clients. In the normal course of its business, CSFB may trade securities of VLSI for its own account and the account of its customers and, accordingly, may at any time hold a long or short position in such securities. CSFB informed Royal Philips that as of March 9, 1999, CSFB held a net long position of 1,440 VLSI Shares. As of the date of this communication, Royal Philips, together with its subsidiaries, beneficially owns an aggregate of 1,235,000 VLSI Shares, or approximately 2.7% of the VLSI Shares. Other than as set forth herein, none of the foregoing participants beneficially owns VLSI Shares. Except as disclosed above, to the knowledge of Royal Philips, none of Royal Philips, Purchaser, the directors or executive officers of Royal Philips or Purchaser, or the employees or other representatives of Royal Philips named above has any interest, direct or indirect, by security holdings or otherwise, in VLSI. EX-99.G.1 3 FORM OF LETTER FROM WILLIAM E. CURRAN 1 Exhibit (g)(1) KPE Acquisition Inc. 1251 Avenue of the Americas 20th Floor New York, New York 10020 March 12, 1999 Via Facsimile VLSI Technology, Inc., 1109 McKay Drive, San Jose, California 95131. Attention: Secretary Re: Notice of request that a record date be fixed for the purpose of taking corporate action by written consent without a meeting Dear Sir: Pursuant to Section 2.13 of the VLSI Technology, Inc. ("VLSI") Bylaws (the "Bylaws"), KPE Acquisition Inc., a Delaware corporation and an indirect wholly owned subsidiary of Koninklijke Philips Electronics N.V., and a stockholder of record of 100 shares of common stock of VLSI, hereby gives you notice of its request that a record date be fixed in accordance with Section 2.13 of the Bylaws for the purpose of corporate action to be taken by written consent without a meeting. Enclosed with this letter please find (i) Annex A, which is a copy of the Schedule 14A that was filed today with the Securities and Exchange Commission, and (ii) Annex B, which lists the residence addresses and nationalities of John T. Losier and Barry Singer whom KPE Acquisition Inc. proposes to elect as directors of VLSI pursuant to action by written consent of the VLSI stockholders. KPE Acquisition Inc. asserts that the contents of this letter, taken together with the contents of Annexes A 2 VLSI Technology, Inc. -2- and B hereto, satisfies all of the requirements of Section 2.13 of the Bylaws for an effective notice of request that a record date be fixed for the purpose of corporate action to be taken by written consent without a meeting. Please notify the undersigned promptly by facsimile transmission to 212-536-0505 (with a copy to Neil Anderson and Greg Kennedy of Sullivan & Cromwell at 212-558-3588) to confirm that the Board of Directors of VLSI believes this request satisfies the procedures for requesting that the Board fix a record date. Sincerely yours, /s/ WILLIAM E. CURRAN William E. Curran President KPE Acquisition Inc. cc: Christopher L. Kaufman Tad Freese (Latham & Watkins) -----END PRIVACY-ENHANCED MESSAGE-----