-----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, TskcQgib1Tr2A56VkxsVKqDkAh6oABJ1BF0FyDU5uUyj7FXTfRWmbd9u3d5YSSCP C9Sud2iJMHRoRWPJ3VgKNA== 0000912057-96-004892.txt : 19960322 0000912057-96-004892.hdr.sgml : 19960322 ACCESSION NUMBER: 0000912057-96-004892 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960321 SROS: NYSE GROUP MEMBERS: C ACQUISITION CORPORATION GROUP MEMBERS: SILICON GRAPHICS INC /CA/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRAY RESEARCH INC CENTRAL INDEX KEY: 0000025506 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 391161138 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08883 FILM NUMBER: 96536931 BUSINESS ADDRESS: STREET 1: 655A LONE OAK DR CITY: EAGAN STATE: MN ZIP: 55121 BUSINESS PHONE: 6126837100 MAIL ADDRESS: STREET 1: 1440 NORTHLAND DR CITY: MENDOTA HEIGHTS STATE: MN ZIP: 55120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILICON GRAPHICS INC /CA/ CENTRAL INDEX KEY: 0000802301 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 942789662 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2011 N SHORELINE BLVD P O BOX 7311 STREET 2: MS 6U-710 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94039-7311 BUSINESS PHONE: 4159601980 MAIL ADDRESS: STREET 1: 2011 N SHORELINE BLVD STREET 2: POST OFFICE BOX 7311 MS 6U-710 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94039-7311 SC 14D1/A 1 SC 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1/A TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) ------------------------ CRAY RESEARCH, INC. (Name of Subject Company) C ACQUISITION CORPORATION SILICON GRAPHICS, INC. (Bidder) Common Stock, $1.00 par value (including Common Stock Purchase Rights issued with respect thereto) (Title of Class of Securities) 225224 10 4 (CUSIP Number of Class of Securities) William M. Kelly Vice President, General Counsel and Secretary Silicon Graphics, Inc. 2011 North Shoreline Boulevard Mountain View, California 94043-1389 Telephone: (415) 933-1440 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: Michael J. Kennedy, Esq. Shearman & Sterling 555 California Street San Francisco, California 94104-1522 Telephone: (415) 616-1100 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 3 (the "Amendment") to the Tender Offer Statement on Schedule 14D-1 (the "Statement") relates to the offer by C Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware ("Purchaser") and wholly owned subsidiary of Silicon Graphics, Inc., a Delaware corporation ("Parent"), to purchase 19,218,735 shares of common stock, par value $1.00 per share (the "Shares"), of Cray Research, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), including the associated Common Share Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated May 15, 1989, between the Company and Norwest Bank Minnesota, N.A. (the "Rights Agreement"), at a price of $30.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in Purchaser's Offer to Purchase dated February 29, 1996 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"), copies of which were attached to the Statement as Exhibits (a)(1) and (a)(2) thereto, respectively. All references herein to the Rights include all benefits which may inure to stockholders of the Company pursuant to the Rights Agreement, and unless the context requires otherwise, all references herein to Shares include the Rights. Capitalized terms not otherwise defined in the Amendment have the meanings assigned to them in the Offer to Purchase. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 4(a) - (c) is hereby amended and supplemented by adding thereto the following: Depending on available cash levels, Parent may borrow up to $150 million of the funds that it will provide to Purchaser to consummate the Offer and the Merger and to pay related fees and expenses under an existing short term, unsecured revolving line of credit (the "Credit Line"). Such borrowings under the Credit Line, if any, will bear interest either at a floating base rate or at a margin above rates set by reference to prevailing certificate of deposit or offshore deposit rates. The Credit Line contains usual and customary terms and conditions for loans of this kind. It is anticipated that any such borrowings will be repaid from (i) internally generated funds of Parent, (ii) the Company's cash (upon consummation of the Merger), (iii) funds generated from the liquidation of short-term investments of Parent and/or (iv) borrowings under a new unsecured revolving line of credit expected to have terms substantially similar to the Credit Line (any such borrowings being expected to be repaid from the sources listed above in clauses (i) through (iii)). ITEM 10. ADDITIONAL INFORMATION. Item 10(e) is hereby amended and supplemented by adding thereto the following: The plaintiff has agreed not to seek a preliminary injunction enjoining the Offer in the pending legal proceedings against the Company, the Board, Parent and Purchaser. SIGNATURE 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. March 21, 1996 C ACQUISITION CORPORATION By /S/ WILLIAM M. KELLY ------------------------------------ William M. Kelly VICE PRESIDENT SILICON GRAPHICS, INC. By /S/ WILLIAM M. KELLY ------------------------------------ William M. Kelly VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY -----END PRIVACY-ENHANCED MESSAGE-----