SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) VLSI TECHNOLOGY, INC. (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 918270-10-9 (CUSIP NUMBER) F. THOMAS DUNLAP, JR. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY INTEL CORPORATION 2200 MISSION COLLEGE BOULEVARD SANTA CLARA, CA 95052 TELEPHONE: (408) 765-8080 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) FEBRUARY 3, 1995 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with this statement. [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The information required in the remainder of this cover page shall not be deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) Page 1 of 4 Pages CUSIP No. 918270-10-9 13D Page 2 of 4 Pages ______________________________________________________________________________ 1. NAME OF REPORTING PERSON Intel Corporation S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-1672743 ______________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] ______________________________________________________________________________ 3. SEC USE ONLY ______________________________________________________________________________ 4. SOURCE OF FUNDS Working Capital ______________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ______________________________________________________________________________ NUMBER OF 7. SOLE VOTING POWER 3,282,811 SHARES BENEFICIALLY 8. SHARED VOTING POWER N/A OWNED BY EACH 9. SOLE DISPOSITIVE POWER 3,282,811 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER N/A ______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,282,811 ______________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ______________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8% ______________________________________________________________________________ 14. TYPE OF REPORTING PERSON CO ______________________________________________________________________________ CUSIP No. 918270-10-9 13D Page 3 of 4 Pages Intel Corporation ("Intel" or the "Reporting Person") hereby amends its statement on Schedule 13D filed with the Securities and Exchange Commission on July 8, 1992 (the "Initial Statement") and previously amended on August 25, 1992, August 5, 1994, January 31, 1995 and February 3, 1995 with respect to the common stock (the "Common Stock") of VLSI Technology, Inc. ("VLSI" or the "Issuer"). Item 6. Interest in Securities of the Issuer. (a) Number of Shares Beneficially Owned: 605,207 Right to Acquire: 2,677,604 shares Percent of Class: 8% (based on 36,151,753 shares of common stock outstanding as reported by VLSI in its Form 10-Q for the quarter ended September 30, 1994) (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 605,207 shares (c) Recent Transactions: On January 31, 1995, the Reporting Person sold 1,000,000 shares of Common Stock in an open market broker transaction, at a price of $12.50 per share. On February 1, 1995, the Reporting Person sold 200,000 shares of Common Stock in open market broker transactions, at a price of $12.75 per share. On February 2, 1995, the Reporting Person sold 350,000 shares of Common Stock in open market broker transactions, at a price of $12.50 per share. On February 3, 1995 the Reporting Person sold 3,000,000 shares of Common Stock at $12.50 per share and 200,000 shares of Common Stock at $13.125 per share, in each case, in open market broker transactions. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: N/A [/R] CUSIP No. 918270-10-9 13D Page 4 of 4 Pages SIGNATURE After reasonable 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 as of February 6, 1995. INTEL CORPORATION By /s/ F. THOMAS DUNLAP, JR. ------------------------------ F. Thomas Dunlap, Jr. Vice President, General Counsel and Secretary