-----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, IzI2eQrUuEIuUzeWldhN2DnY9Gnj7hiN/iGqHTT0sjofThbdo75c4Y11GuudO+mf YgmJBqREbktzrOP4I/rfwg== 0000950134-97-009376.txt : 19971218 0000950134-97-009376.hdr.sgml : 19971218 ACCESSION NUMBER: 0000950134-97-009376 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971217 SROS: NYSE GROUP MEMBERS: DSL AQCUISITION CORP GROUP MEMBERS: TEXAS INSTRUMENTS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMATI COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000065745 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 941675494 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-13538 FILM NUMBER: 97739778 BUSINESS ADDRESS: STREET 1: 3801 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95150-5143 BUSINESS PHONE: 4084333300 MAIL ADDRESS: STREET 1: P O BOX 5143 CITY: SAN JOSE STATE: CA ZIP: 95150-5143 FORMER COMPANY: FORMER CONFORMED NAME: ICOT CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MICROFORM DATA SYSTEMS INC DATE OF NAME CHANGE: 19810223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS INSTRUMENTS INC CENTRAL INDEX KEY: 0000097476 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 750289970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 13500 N CENTRAL EXPWY STREET 2: P O BOX 655474 CITY: DALLAS STATE: TX ZIP: 75265 BUSINESS PHONE: 9729952551 MAIL ADDRESS: STREET 1: P O BOX 655474 M/S 241 STREET 2: LEGAL DEPT CITY: DALLAS STATE: TX ZIP: 75265 SC 14D1/A 1 AMENDMENT NO. 1 TO SCHEDULE 14D1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- AMENDMENT NO. 1 TO SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 AMATI COMMUNICATIONS CORPORATION (Name of Subject Company) ----------------- DSL ACQUISITION CORPORATION TEXAS INSTRUMENTS INCORPORATED (Bidders) ----------------- COMMON STOCK, PAR VALUE $.20 PER SHARE (Title of Class of Securities) ----------------- 023115 10 8 (CUSIP number of Class of Securities) -------------------- CHARLES D. TOBIN TEXAS INSTRUMENTS INCORPORATED 7839 CHURCHILL WAY DALLAS, TEXAS 75265 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Bidders) ----------------- COPY TO: R. SCOTT COHEN, ESQ. WEIL, GOTSHAL & MANGES LLP 100 CRESCENT COURT, SUITE 1300 DALLAS, TEXAS 75201-6950 (214) 746-7738 ----------------- Page 1 of 4 Pages Exhibit Index is Located on Page 4 2 This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") relating to the tender offer by DSL Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Texas Instruments Incorporated, a Delaware corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $.20 per share (the "Shares"), of Amati Communications Corporation, a Delaware corporation, at $20.00 per share net to the Seller in cash, without interest. ITEM 10. ADDITIONAL INFORMATION. Clause (iii) of the first paragraph of Section 14 of the Offer to Purchase, "Conditions to the Offer," which Section 14 is incorporated by reference in Item 10 of the Schedule 14D-1, is hereby deleted, and the following is inserted in lieu thereof: "at any time on or after November 19, 1997, and prior to the expiration of the Offer, any of the following events shall occur:" ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. The reference to Exhibit 99(c)(6) is deleted in its entirety, and the following is inserted in lieu thereof: "99(c)(6) Retention Agreement, dated as of November 19, 1997, by and between Parent and James D. Hood." 2 3 SIGNATURES After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 17, 1997 DSL ACQUISITION CORPORATION By: /s/ MARVIN S. SELF ------------------------------- Name: Marvin S. Self Title: Vice President TEXAS INSTRUMENTS INCORPORATED By: /s/ RICHARD K. TEMPLETON ------------------------------- Name: Richard K. Templeton Title: Executive Vice President 3 4 EXHIBIT INDEX
EXHIBIT 99(a)(1) Offer to Purchase, dated November 25, 1997.* 99(a)(2) Letter of Transmittal.* 99(a)(3) Notice of Guaranteed Delivery.* 99(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* 99(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* 99(a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* 99(a)(7) Form of Summary Advertisement, dated November 25, 1997.* 99(a)(8) Text of Press Release, dated November 19, 1997.* 99(c)(1) Agreement and Plan of Merger, dated as of November 19, 1997, by and among the Company, Parent and the Purchaser.* 99(c)(2) Loan and Security Agreement, dated November 19, 1997, by and between Parent and the Company.* 99(c)(3) Confidentiality Agreement, dated as of July 22, 1997, by and between Parent and the Company.* 99(c)(4) Retention Agreement, dated as of November 19, 1997, by and between Parent and James E. Steenbergen.* 99(c)(5) Retention Agreement, dated as of November 19, 1997, by and between Parent and Ronald Carlini.* 99(c)(6) Retention Agreement, dated as of November 19, 1997, by and between Parent and James D. Hood.* 99(d) None. 99(e) Not applicable. 99(f) None.
* Previously Filed. 4 -----END PRIVACY-ENHANCED MESSAGE-----