-----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, DPifBkCvZhMeKl5prGy0D3/mD+G0D4xP9yLoKaS9GkFfPbhFde2EcgTAvdLS9aL0 kwwTbRcHJ34ifF0iE186+A== 0000891618-01-500158.txt : 20010308 0000891618-01-500158.hdr.sgml : 20010308 ACCESSION NUMBER: 0000891618-01-500158 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010306 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XIRCOM INC CENTRAL INDEX KEY: 0000883905 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 954221884 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-42620 FILM NUMBER: 1562232 BUSINESS ADDRESS: STREET 1: 2300 CORPORATE CENTER DR CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1420 BUSINESS PHONE: 8053769300 MAIL ADDRESS: STREET 1: 2300 CORPORATE CENTER DRIVE CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1420 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 TO-T/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 TO-T/A 1 f68556a5scto-ta.txt AMENDMENT NO. 5 TO SCHEDULE TO 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) XIRCOM, INC. (NAME OF SUBJECT COMPANY (ISSUER)) ESR ACQUISITION CORPORATION (OFFEROR) A DIRECT WHOLLY-OWNED SUBSIDIARY OF INTEL CORPORATION (NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON)) COMMON STOCK, PAR VALUE $0.001 PER SHARE (TITLE OF CLASS OF SECURITIES) 983922105 (CUSIP NUMBER OF CLASS OF SECURITIES) F. THOMAS DUNLAP, JR. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY INTEL CORPORATION 2200 MISSION COLLEGE BLVD. SANTA CLARA, CALIFORNIA 95052-8119 (408) 765-8080 COPY TO: RICHARD S. MILLARD, ESQ. WEIL, GOTSHAL & MANGES LLP 2882 SAND HILL ROAD, SUITE 280 MENLO PARK, CALIFORNIA 94025 (650) 926-6200 (NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) CALCULATION OF FILING FEE - ------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE - ------------------------------------------------------------------------------------------------------- $701,317,550 $140,264 - ------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of 29,921,232 shares of common stock, par value $0.001 per share (the "Common Stock"), of Xircom, Inc. outstanding as of January 12, 2001 (less 1,868,530 shares of Common Stock owned by the parent corporation of the Offeror), at a price per share of $25.00 in cash. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the transaction value. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $140,264 Filing Party: Intel Corporation Form or Registration No.: Schedule TO - T Date Filed: January 29, 2001
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer: Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 AMENDMENT NO. 5 TO SCHEDULE TO This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed with the SEC on January 29, 2001, as amended and supplemented by Amendment No. 1 filed with the SEC on February 8, 2001, Amendment No. 2 filed with the SEC on March 1, 2001, Amendment No. 3 filed with the SEC on March 2, 2001 and Amendment No. 4 filed with the SEC on March 5, 2001, relating to the offer by ESR Acquisition Corporation, a Delaware corporation ("Purchaser") and direct wholly-owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"), to purchase all of the outstanding shares (the "Shares") of common stock, par value $0.001 per share, of Xircom, Inc., a California corporation (the "Company"), at a purchase price of $25 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 29, 2001 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). ITEM 12. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(1)(A) Offer to Purchase, dated January 29, 2001.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Form of letter from D.F. King & Co., Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(E) Form of letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Joint Press Release issued by Intel Corporation and Xircom, Inc. on January 15, 2001, announcing the intent of Purchaser to commence the Offer (incorporated by reference to the Schedule TO-C filed by Intel and Purchaser on January 16, 2001). (a)(1)(H) Summary Advertisement appearing in the Wall Street Journal on January 29, 2001.* (a)(1)(I) Press Release issued by Intel Corporation on March 1, 2001, announcing the clearance of certain regulatory requirements.* (a)(1)(J) Q&A prepared by Intel Corporation on March 1, 2001.* (a)(1)(K) Press Release issued by Intel Corporation on March 2, 2001 announcing the satisfaction of certain financial conditions.* (a)(1)(L) Press Release issued by Intel Corporation on March 5, 2001 announcing the extension of the Offer.* (a)(1)(M) Q&A prepared by Intel Corporation on March 5, 2001.* (a)(1)(N) Revised Q&A prepared by Intel Corporation on March 5, 2001.+ (b) Not Applicable. (d)(1) Agreement and Plan of Merger, dated January 15, 2001, by and among Intel Corporation, ESR Acquisition Corporation and Xircom, Inc. (incorporated by reference to Amendment No. 2 to Intel's Schedule 13D filed on January 22, 2001). (d)(2) Stock Option Agreement, dated January 15, 2001, by and between Intel Corporation and Xircom, Inc. (incorporated by reference to Amendment No. 2 to Intel's Schedule 13D filed on January 22, 2001). (d)(3) Tender and Voting Agreement, dated January 15, 2001, by and among Intel Corporation, ESR Acquisition Corporation and Dirk Gates.* (d)(4) Non-Competition Agreement, dated January 15, 2001, by and among Intel, Xircom, Inc. and Dirk Gates.* (d)(5) Employment Agreement, dated January 15, 2001, between Intel Corporation and Dirk Gates.* (d)(6) Employment Agreement, dated January 15, 2001, between Intel Corporation and Sam Bass.*
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EXHIBIT NUMBER DESCRIPTION ------- ----------- (d)(7) Employment Agreement, dated January 15, 2001, between Intel Corporation and Steven DeGennaro.* (d)(8) Employment Agreement, dated January 15, 2001, between Intel Corporation and Marc Devis.* (d)(9) Employment Agreement, dated January 15, 2001, between Intel Corporation and Jeffery Tang.* (d)(10) Employment Agreement, dated January 15, 2001, between Intel Corporation and Boguslaw Piekarski.* (d)(11) Employment Agreement, dated January 15, 2001, between Intel Corporation and Mick Conley.* (d)(12) Corporate Non-Disclosure Agreement, dated August 1, 1991, between Intel Corporation and Xircom, Inc.* (d)(13) Confidential Information Transmittal Record dated October 30, 2000.* (d)(14) Confidential Information Transmittal Record dated December 19, 2000.* (d)(15) Letter, dated January 26, 2001, among Intel Corporation, ESR Acquisition Corporation and Xircom, Inc., extending the initial expiration date of the Offer to March 2, 2001.* (d)(16) Investor Rights Agreement, dated February 28, 1997, between Xircom, Inc. and Intel Corporation (incorporated by reference to Intel's Schedule 13D filed on March 10, 1997). (g) Not applicable. (h) Not applicable.
- ------------------------ * Previously filed. + Filed herewith. 2 4 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. ESR ACQUISITION CORPORATION By: /s/ CARY I. KLAFTER ------------------------------------ Name: Cary I. Klafter Title: Vice President INTEL CORPORATION By: /s/ F. THOMAS DUNLAP, JR. ------------------------------------ Name: F. Thomas Dunlap, Jr. Title: Senior Vice President, General Counsel and Secretary Dated: March 6, 2001 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- (a)(1)(A) Offer to Purchase, dated January 29, 2001.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Form of letter from D.F. King & Co., Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(E) Form of letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Joint Press Release issued by Intel Corporation and Xircom, Inc. on January 15, 2001, announcing the intent of Purchaser to commence the Offer (incorporated by reference to the Schedule TO-C filed by Intel and Purchaser on January 16, 2001). (a)(1)(H) Summary Advertisement appearing in the Wall Street Journal on January 29, 2001.* (a)(1)(I) Press Release issued by Intel Corporation on March 1, 2001, announcing the clearance of certain regulatory requirements.* (a)(1)(J) Q&A prepared by Intel Corporation on March 1, 2001.* (a)(1)(K) Press Release issued by Intel Corporation on March 2, 2001 announcing the satisfaction of certain financial conditions.* (a)(1)(L) Press Release issued by Intel Corporation on March 5, 2001 announcing the extension of the Offer.* (a)(1)(M) Q&A prepared by Intel Corporation on March 5, 2001.* (a)(1)(N) Revised Q&A prepared by Intel Corporation on March 5, 2001.+ (b) Not Applicable. (d)(1) Agreement and Plan of Merger, dated January 15, 2001, by and among Intel Corporation, ESR Acquisition Corporation and Xircom, Inc. (incorporated by reference to Amendment No. 2 to Intel's Schedule 13D filed on January 22, 2001). (d)(2) Stock Option Agreement, dated January 15, 2001, by and between Intel Corporation and Xircom, Inc. (incorporated by reference to Amendment No. 2 to Intel's Schedule 13D filed on January 22, 2001). (d)(3) Tender and Voting Agreement, dated January 15, 2001, by and among Intel Corporation, ESR Acquisition Corporation and Dirk Gates.* (d)(4) Non-Competition Agreement, dated January 15, 2001, by and among Intel, Xircom, Inc. and Dirk Gates.* (d)(5) Employment Agreement, dated January 15, 2001, between Intel Corporation and Dirk Gates.* (d)(6) Employment Agreement, dated January 15, 2001, between Intel Corporation and Sam Bass.* (d)(7) Employment Agreement, dated January 15, 2001, between Intel Corporation and Steven DeGennaro.* (d)(8) Employment Agreement, dated January 15, 2001, between Intel Corporation and Marc Devis.* (d)(9) Employment Agreement, dated January 15, 2001, between Intel Corporation and Jeffery Tang.* (d)(10) Employment Agreement, dated January 15, 2001, between Intel Corporation and Boguslaw Piekarski.* (d)(11) Employment Agreement, dated January 15, 2001, between Intel Corporation and Mick Conley.* (d)(12) Corporate Non-Disclosure Agreement, dated August 1, 1991, between Intel Corporation and Xircom, Inc.*
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EXHIBIT NUMBER DESCRIPTION ------- ----------- (d)(13) Confidential Information Transmittal Record dated October 30, 2000.* (d)(14) Confidential Information Transmittal Record dated December 19, 2000.* (d)(15) Letter, dated January 26, 2001, among Intel Corporation, ESR Acquisition Corporation and Xircom, Inc., extending the initial expiration date of the Offer to March 2, 2001.* (d)(16) Investor Rights Agreement, dated February 28, 1997, between Xircom, Inc. and Intel Corporation (incorporated by reference to Intel's Schedule 13D filed on March 10, 1997). (g) Not applicable. (h) Not applicable.
- ------------------------ * Previously filed. + Filed herewith. EX-99.(A)(1)(N) 2 f68556a5ex99-a1n.txt EXHIBIT 99.(A)(1)(N) 1 Exhibit (a)(1)(N) INTEL CONFIDENTIAL XIRCOM TENDER OFFER EXTENSION QUESTIONS AND ANSWERS PREPARED BY DOUG LUSK MARCH 5, 2001 BACKGROUND: On January 15, Intel announced a definitive agreement under which Intel, through a wholly owned subsidiary, would acquire Xircom, Inc., for $25 per share in an all-cash tender offer valued at approximately $748 million. The acquisition complements Intel's existing desktop PC and server-based network access businesses by enabling Intel to provide new products for notebook and mobile computing uses. On March 1st, Intel announced it had received the necessary U.S. and German antitrust clearances in order to proceed with closing its acquisition of Xircom. On March 2nd, Intel announced that Xircom had met certain financial obligations that were a condition for closing. The original tender offer for all outstanding shares of Xircom was originally scheduled to expire at 5 pm EST on Friday, March 2. Intel is now announcing that the tender offer for all outstanding shares of Xircom has been extended to 5 p.m. EST, March 7. The extension is intended to allow Intel time to acquire 90 percent of outstanding shares of Xircom stock. To-date, 24,304,947 shares of Xircom common stock have either been tendered or are owned by Intel, representing about 81 percent of outstanding shares. In addition, Notices of Guaranteed Delivery have been submitted for another 4,256,815 shares, which if delivered, would account for a total of approximately 95 percent of outstanding shares. Intel expects to close the acquisition promptly after the expiration of the tender offer, assuming the requisite number of shares of Xircom common stock are tendered and other standard closing conditions are satisfied. KEY MESSAGES: o Intel is announcing that the tender offer for all outstanding shares of Xircom has been extended to 5 p.m. EST, March 7. The extension is intended to allow Intel time to acquire 90 percent of outstanding shares of Xircom stock. o Intel expects to close the acquisition promptly after the expiration of the tender offer, assuming the requisite number of shares of Xircom common stock are tendered and other standard closing conditions are satisfied. QUESTIONS AND ANSWERS: Q1: WHY ARE YOU EXTENDING THE TENDER OFFER? IT APPEARS THAT YOU ALREADY HAVE 90 PERCENT OF THE SHARES? A1: Under the merger agreement, we are permitted to extend the offer up to 10 business days in order to reach the 90 percent threshold. By reaching the 90 percent threshold we will be 2 permitted to file a short form merger to acquire Xircom, which will expedite the acquisition and integration. As of the close of business on March 2, 2001, approximately 81 percent of the outstanding shares had been tendered. An additional 4,256,815 shares are subject to Notices of Guaranteed Delivery. These shares must be delivered to the depositary within three trading days to be validly tendered. If all of these shares are delivered in accordance with the terms of the offer, approximately 95 percent of the outstanding shares will have been tendered. Q2: WHY ARE SO MANY SHARES SUBJECT TO NOTICES OF GUARANTEED DELIVERY? A2: On March 1 and March 2, the last two trading days prior to the expiration of the offer, approximately 5.5 million shares of Xircom were traded. As a result, many shareholders likely could not deliver the required materials to the depositary prior to the expiration of the offer. As a result, these shareholders were required to utilize the guaranteed delivery procedure in order to tender their shares. Q3: DOES THE EXTENSION HAVE ANY EFFECT ON THE FINANCIAL CONDITIONS? A3: No. Xircom has satisfied the financial obligations that were conditions for closing the offer. The tender continues to be subject to other standard closing conditions. ###### -----END PRIVACY-ENHANCED MESSAGE-----