-----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, N0OIuRxmHrdY7XET3O+2qDIFuTnNz3tED2fCcSkmMsK0RDjPJ7weOSuf5k6AU0/i wK2Mq81cyzMQFQzzn8QDTg== 0000891618-98-000185.txt : 19980123 0000891618-98-000185.hdr.sgml : 19980123 ACCESSION NUMBER: 0000891618-98-000185 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980122 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: 98511213 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. 9 TO SCHEDULE 14D1 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 9 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. 9 dated January 22, 1998 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 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY Item 6 is hereby amended and supplemented by addition of the following information thereto: At 8:00 p.m., New York City time on January 21, 1998, the Offer expired. A total of 23,162,979 Shares (including Shares tendered by guaranteed delivery) were tendered and accepted for payment, representing approximately 97.6 percent of the Shares outstanding. ITEM 10. ADDITIONAL INFORMATION Item 10 is hereby amended and supplemented by addition of the following information thereto: A copy of Intel's press release announcing the successful completion of the Offer and its intention to complete its acquisition of the Company prior to January 31, 1998 is filed as Exhibit (a) (16) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended and supplemented by the addition of the following exhibit. (a)(16) Press release dated January 21, 1998, issued by Intel. 2 3 EXHIBIT INDEX
EXHIBIT EXHIBIT INDEX - ------- ------------------------------------------------------------ (a)(16) Press release dated January 21, 1998, issued by Intel.
4 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: January 22, 1998 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: January 22, 1998 INTEL CORPORATION By /s/ F. THOMAS DUNLAP, JR. ________________________ F. Thomas Dunlap, Jr. Vice-President, General Counsel and Secretary 3 EX-99.(A)(16) 2 PRESS RELEASE DATED JAN. 21, 1998 ISSUED BY INTEL 1 EXHIBIT (a)(16) INTEL CORPORATION 2200 Mission College Blvd. P.O. Box 58119 Santa Clara, CA 95052-8119 INTEL(R) NEWS RELEASE ------------ CONTACT: Chuck Mulloy (408) 765-3484 chuck_mulloy@ccm.sc.com INTEL SUCCESSFULLY COMPLETES OFFER FOR CHIPS AND TECHNOLOGIES, INC. SANTA CLARA, Calif., Jan. 21, 1998 - Intel Corporation today announced the successful completion of the tender offer by its subsidiary, Intel Enterprise Corporation, for all outstanding shares of common stock of Chips and Technologies, Inc. Approximately 23,162,979 shares of Chips and Technologies common stock were tendered, and accepted representing approximately 97.6 percent of such shares outstanding (includes shares tendered by guaranteed delivery). Intel also announced that it intends to complete its acquisition of Chips and Technologies remaining shares of common stock prior to January 31, 1998, by merging Intel Enterprise Corporation into Chips and Technologies. 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-----