-----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, VJJRGezSzo54KWB4L38UGOhIT9NfpTqiNQ8FoKMuGfFZSglKIykjU0GneWR3momL cvO39m5EldUNgUBOCKyJog== 0000891618-97-004705.txt : 19971117 0000891618-97-004705.hdr.sgml : 19971117 ACCESSION NUMBER: 0000891618-97-004705 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971114 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: 97722146 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 NO. 5 TO SCHEDULE 14D-1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 5 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. 5 dated November 14, 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 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended and supplemented by the replacement of the exhibit previously filed as exhibit (a)(12) with the following exhibit. (a)(12) Press release dated November 13, 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: November 14, 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: November 14, 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)(12) Press release dated November 13, 1997, issued by Intel.
EX-99.(A)(12) 2 PRESS RELEASE DATED NOV. 13, 1997 ISSUED BY INTEL 1 Exhibit (a)(12) CONTACT: Chuck Mulloy Press Relations (408) 765-3484 chuck_mulloy@ccm.sc.intel.com Gordon Casey Investor Relations (408) 765-1480 gordon_casey@ccm.sc.intel.com INTEL CORPORATION EXTENDS OFFER FOR CHIPS AND TECHNOLOGIES, INC. SANTA CLARA, Calif., November 13, 1997 -- Intel Corporation today announced that the expiration date for the $17.50 per share tender offer by Intel's subsidiary, Intel Enterprise Corporation, for all outstanding shares of common stock of Chips and Technologies, Inc., has been extended until 8 p.m., New York time, on December 23, 1997. This extension is the result of the previously announced Federal Trade Commission request for additional information concerning the transaction under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Intel also announced that it and Chips and Technologies, Inc. have agreed to amend their Merger Agreement to extend to January 31, 1998 the date after which either Intel or Chips and Technologies may unilaterally terminate the transaction if the tender offer has not been consummated. As of the close of business on November 12, 1997, approximately 14,113,200 shares of common stock of Chips and Technologies, Inc., had been tendered in the tender offer. This constitutes approximately 64 percent of Chips and Technologies shares outstanding as of the tender offer. 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. -----END PRIVACY-ENHANCED MESSAGE-----