-----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, Uya8oMJq8Cy1ZXuuE7xCF0mGc769LfLw86Xea3SGbrSSL/F9xV2DcIO2QMEZre3b dSm+WpC46vcgNhPqKGmGGA== 0000891618-97-004010.txt : 19971006 0000891618-97-004010.hdr.sgml : 19971006 ACCESSION NUMBER: 0000891618-97-004010 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971003 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHIPS & TECHNOLOGIES INC CENTRAL INDEX KEY: 0000767965 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770047943 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-37937 FILM NUMBER: 97690362 BUSINESS ADDRESS: STREET 1: 2950 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4084340600X2134 MAIL ADDRESS: STREET 1: 2950 ZANKER ROAD CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941672743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RN6-27 CITY: SANTA CLARA STATE: CA ZIP: 95052-8119 SC 14D1/A 1 AMENDMENT #2 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ CHIPS AND TECHNOLOGIES, INC. (NAME OF SUBJECT COMPANY) INTEL CORPORATION INTEL ENTERPRISE CORPORATION (BIDDERS) COMMON STOCK, PAR VALUE $0.01 PER SHARE (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) 170021109 (CUSIP NUMBER OF CLASS OF SECURITIES) F. THOMAS DUNLAP, JR. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY INTEL CORPORATION 2200 MISSION COLLEGE BOULEVARD SANTA CLARA, CALIFORNIA 95052 408-765-1125 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZING TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPIES TO: RICHARD M. RUSSO, ESQ. GIBSON, DUNN & CRUTCHER LLP 1801 CALIFORNIA STREET, SUITE 4100 DENVER, COLORADO 80121 (303) 298-5700 ================================================================================ 2 INTRODUCTION This Amendment No. 2 dated October 3, 1997 to Tender Offer Statement on Schedule 14D-1 dated August 1, 1997 (the "Schedule 14D-1") relates to the offer by Intel Enterprise Corporation, a Delaware corporation ("Purchaser"), and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"), to purchase all outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of Chips and Technologies, Inc., a Delaware corporation (the "Company"), and the associated Common Stock purchase rights (the "Rights" and, together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement dated as of August 23, 1989, between the Company and Bank of America, NT & SA, at a price of $17.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of August 1, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Schedule 14D-1. ITEM 3. ADDITIONAL INFORMATION Item 3 is hereby amended and supplemented by addition of the following information thereto: A copy of Intel's press release announcing that Intel and the Company have reached an agreement in principle to settle shareholder class action litigation brought in the Delaware Court of Chancery is filed as Exhibit (a)(10) to the Schedule 14D-1 and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended and supplemented by addition of the following exhibit thereto. (a)(10) Press release dated October 2, 1997, issued by Intel. 2 3 SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 3, 1997 INTEL ENTERPRISE CORPORATION By /s/ CARY I. KLAFTER Cary I. Klafter President SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 3, 1997 INTEL CORPORATION By /s/ F. THOMAS DUNLAP, JR. F. Thomas Dunlap, Jr. Vice-President, General Counsel and Secretary 3 4 EXHIBIT INDEX
EXHIBIT EXHIBIT INDEX - ------- --------------------------------------------------------- (a)(10) Press release dated October 2, 1997, issued by Intel.
EX-99.(A)(10) 2 PRESS RELEASE DATED OCTOBER 2, 1997 1 ANNEX B CONTACT: Chuck Malloy Intel Corporation (408) 765-3684 chuck malloy@ccm.oc.intel.com Tim Christofferson Chips & Technologies (408) 434-0601, ext. 2310 INTEL AND CHIPS AND TECHNOLOGIES ANNOUNCE AGREEMENT IN PRINCIPLE TO SETTLE DELAWARE LITIGATION Santa Clara, Calif., October 2, 1997 -- Intel Corporation and Chips and Technologies, Inc. jointly announced today that they have reached an agreement in principle to settle shareholder class action litigation brought in the Delaware Court of Chancery. The Delaware litigation was filed against Chips and Technologies on July 31, 1997, and was amended by the plaintiffs to include Intel and a subsidiary on Sept. 19, 1997. The suit sought to halt the consummation of the previously proposed acquisition of Chips and Technologies by Intel. The terms of the settlement agreement, which must still be presented to and approved by the Delaware Court of Chancery at a settlement hearing, call for Chips and Technologies to make additional disclosure in a Securities and Exchange Commission Filing which will then be mailed to Chips shareholders. The settlement also calls for Chips and Technologies and Intel to amend their current Merger Agreement to extend to Nov. 30, 1997, the date after which either Intel or Chips and Technologies may unilaterally terminate the transaction if the tender offer has not been consummated. The settlement also provides that, in the event that Chips seeks to terminate the Merger Agreement due to an unsolicited higher offer meeting the standards set forth in the Merger Agreement, the maximum fee payable to Intel would be reduced from $15 million to $7.5 million. The settlement contains no agreement to pay plaintiffs' attorneys fees. The plaintiffs have reserved the right to apply to the Delaware Court of Chancery for a fee and expense award, and defendants have reserved the right to oppose any such application. The Merger Agreement between the parties provides that Chips may not solicit other offers, but may, under certain conditions, entertain negotiations with parties who make unsolicited superior proposals to purchase Chips and Technologies. Chips and Technologies is the world's number one supplier of flat panel video graphics controllers and accelerators to the portable computer market. Chips and Technologies can be reached on the worldwide web at http:/www.chips.com. Intel, the world's largest chip maker, is also a leading manufacturer of personal computer, networking and communications products. Additional information is available at www.intel.com/pressroom. B-1 -----END PRIVACY-ENHANCED MESSAGE-----