-----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, QJytqgceD7rtTKIgMxSdTm6yiDQx3uSt8xXhhDQPkZefa+91qHKmm02g0Ur/iBLi HkEBVxTcAHtEe7VJipqoUQ== 0000912057-96-005956.txt : 19960404 0000912057-96-005956.hdr.sgml : 19960404 ACCESSION NUMBER: 0000912057-96-005956 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960403 SROS: NYSE GROUP MEMBERS: C ACQUISITION CORPORTATION 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: 96544191 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 (AMENDMENT NO. 5 (FINAL AMENDMENT)) PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ 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) 960-1980 (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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Amendment No. 5 (Final Amendment) to the Tender Offer Statement on Schedule 14D-1 (the "Statement") relates to the offer by C Acquisition Corporation, a corporation organized under the laws of the State of Delaware ("Purchaser") and a wholly owned subsidiary of Silicon Graphics, Inc., a corporation organized under the laws of the State of Delaware ("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), respectively. All references herein to the Rights include all benefits which may inure to stockholders of the Company pursuant to the Rights Agreement, an 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 is hereby amended and supplemented as follows: At 5:00 p.m., New York City time, on Tuesday, April 2, 1996, the Offer expired. Based on a preliminary count, approximately 24,974,590 Shares were tendered pursuant to the Offer, of which 2,528,161 Shares were tendered pursuant to notices of guaranteed delivery. On April 2, 1996, effective as of 5:01 p.m., Purchaser accepted for payment, on a pro rata basis, 19,218,735 of the Shares validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 75% of the outstanding Shares as of February 25, 1996. The preliminary proration factor is 76.95% percent. The final proration factor will be determined after the precise number of Shares tendered is calculated. The final proration factor is not expected to be announced before April 10, 1996, and payment for Shares accepted for payment pursuant to the Offer will not be made until the final proration factor is known. A press release issued by Parent on April 2, 1996 announcing the expiration of the Offer and the acceptance of the validly tendered Shares is attached hereto as Exhibit (a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended by adding the following Exhibit: (a)(11) Press Release issued by Parent on April 2, 1996. 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. April 3, 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 INDEX TO EXHIBITS
EXHIBIT NO. PAGE - ----------- --------- (a)(11) Press Release issued by Silicon Graphics, Inc. on April 2, 1996.
EX-99.(A)(11) 2 EXHIBIT (A)(11) Exhibit (a)(11) FOR IMMEDIATE RELEASE Financial Contact: Marilyn Lattin Director, Investor Relations (415) 933-5070 Media Contact: Jennifer Rothert Piercey Manager, Public Relations (415) 933-2019 SILICON GRAPHICS COMPLETES TENDER OFFER FOR CRAY RESEARCH MOUNTAIN VIEW, Calif. (April 2, 1996)--Silicon Graphics, Inc. (NYSE:SGI) announced today that it has successfully completed its tender offer to purchase 19,218,735 shares of Cray Research, Inc. (NYSE:CYR) common stock for $30.00 per share, representing approximately 75% of the Cray Research shares outstanding at February 29, 1996. The tender offer, made through Silicon Graphics' direct subsidiary, C Acquisition Corporation, expired at 5:00 p.m. New York City time on Tuesday, April 2, 1996. Based on a preliminary count, 24,974,590 shares of Cray Research common stock (approximately 97% of the outstanding Cray Research Shares) were tendered, including 2,528,161 shares tendered under guaranteed delivery arrangements. Silicon Graphics has accepted for purchase 19,218,735 shares on a pro rata basis, yielding a preliminary proration factor of 76.95%. The final proration factor will be determined after the precise number of shares validly tendered is calculated, and is not expected to be announced before April 10, 1996. Payment for shares accepted for purchase pursuant to the offer will be made when the final proration factor is determined. Silicon Graphics expects to merge C Acquisition Corporation with Cray Research during the June quarter. Each share of Cray Research common stock outstanding at the effective date of the merger will be canceled and converted automatically into the right to receive one share of Silicon Graphics common stock. Following the merger, Cray Research will be a wholly-owned subsidiary of Silicon Graphics. Silicon Graphics, Inc. is a leading manufacturer of high-performance and commercial computing systems. The company delivers interactive three dimensional graphics, digital media and symmetric multiprocessing supercomputing technologies to technical and commercial environments through direct and indirect sales channels. Its subsidiary, MIPS Technologies, Inc. designs and licenses the industry's leading RISC processor technology for the computer systems, interactive consumer and embedded control markets. Silicon Graphics, Inc. has offices worldwide and headquarters in Mountain View, California. Silicon Graphics and the Silicon Graphics logo are registered trademarks of Silicon Graphics, Inc. -----END PRIVACY-ENHANCED MESSAGE-----