-----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, B5TxgTR2EyGylsCFXD650wD6rv9a/5e1dcpgHL/3+vw8G+WwOZT4+6R7+zhSYKEJ 6AeRsh2ebAWod3PxBbI1mw== 0000891836-99-000392.txt : 19990624 0000891836-99-000392.hdr.sgml : 19990624 ACCESSION NUMBER: 0000891836-99-000392 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990527 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: 1225 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-34648 FILM NUMBER: 99636344 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 DRIVE-MAILSTOP 19 STREET 2: DOUG RUSCH 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. 10 TO SCHEDULE 14D-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 10) 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 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 ================================================================================ This Amendment No. 10 amends the Tender Offer Statement on Schedule 14D-1 filed on March 5, 1999 (the "Schedule 14D-1") by Koninklijke Philips Electronics N.V., 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"), pursuant to 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 10. ADDITIONAL INFORMATION. On May 27, 1999, Royal Philips issued a press release. A copy of the press release is filed herewith as Exhibit (a)(22) and is incorporated by reference herein. As set forth in the press release, the German antitrust authorities have notified Royal Philips that the German antitrust laws will not prohibit the Offer and that Royal Philips may proceed with the consummation of the Offer. In addition, Royal Philips, the Company and the relevant authorities of the United States government have reached agreement on arrangements to address national security concerns relating to Royal Philips' control of the Company. Subject to the other conditions to Royal Philips' Offer being satisfied, including Royal Philips' right to extend the Expiration Date of the Offer if 90% of the Shares are not tendered pursuant to the Offer, Royal Philips expects to close the Offer on its currently scheduled Expiration Date of 12:00 midnight, New York City time, on Tuesday, June 1, 1999. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a)(22) Press release issued by Royal Philips, dated May 27, 1999. 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: May 27, 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/ BELINDA CHEW -------------------------------------- Name: Belinda Chew Title: Vice President -2- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- (a)(22) Press release issued by Royal Philips, dated May 27, 1999. -3- EX-99.A.22 2 PRESS RELEASE DATED MAY 27, 1999 Exhibit (a)(22) [PHILIPS LOGO] FOR IMMEDIATE RELEASE - --------------------- ROYAL PHILIPS ELECTRONICS CLEARS REGULATORY HURDLES RELATING TO ITS TENDER OFFER FOR VLSI TECHNOLOGY --------------------------------------------------- SUNNYVALE, CA, MAY 27, 1999 - Royal Philips Electronics (NYSE:PHG) today announced that the antitrust authorities in Germany have notified Philips that Philips may proceed with its $21.00 per share cash tender offer for all of the outstanding shares of VLSI Technology, Inc (NASDAQ:VLSI). In addition, Philips, VLSI and relevant authorities of the United States government have reached agreement on arrangements to address national security concerns relating to Philips' ownership of VLSI. Subject to the other conditions of Philips' Offer being satisfied, Philips expects to close its offer on the currently scheduled expiration date of 12:00 midnight, New York City time, on Tuesday, June 1, 1999. # # # 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: ROYAL PHILIPS ELECTRONICS VLSI TECHNOLOGY Jeremy Cohen Lisa Ewbank, IR Director (Investors) 31-20-597-7213 408-474-5519 George Sard/David Reno Todd Fogarty (Media) Sard Verbinnen & Co. Kekst and Company 212-687-8080 212-521-4854 PHILIPS SEMICONDUCTORS Jodi Guilbault, 408-991-2332 Jodi.Guilbault@sv.sc.philips.com www.semiconductors.philips.com -----END PRIVACY-ENHANCED MESSAGE-----