================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ CHIPS AND TECHNOLOGIES, INC. (NAME OF SUBJECT COMPANY) INTEL CORPORATION INTEL ENTERPRISE CORPORATION (BIDDERS) COMMON STOCK, PAR VALUE $0.01 PER SHARE (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) 170021109 (CUSIP NUMBER OF CLASS OF SECURITIES) F. THOMAS DUNLAP, JR. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY INTEL CORPORATION 2200 MISSION COLLEGE BOULEVARD SANTA CLARA, CALIFORNIA 95052 408-765-1125 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZING TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) COPIES TO: RICHARD M. RUSSO, ESQ. GIBSON, DUNN & CRUTCHER LLP 1801 CALIFORNIA STREET, SUITE 4100 DENVER, COLORADO 80121 (303) 298-5700 ================================================================================ INTRODUCTION This Amendment No. 2 dated October 3, 1997 to Tender Offer Statement on Schedule 14D-1 dated August 1, 1997 (the "Schedule 14D-1") relates to the offer by Intel Enterprise Corporation, a Delaware corporation ("Purchaser"), and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"), to purchase all outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of Chips and Technologies, Inc., a Delaware corporation (the "Company"), and the associated Common Stock purchase rights (the "Rights" and, together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement dated as of August 23, 1989, between the Company and Bank of America, NT & SA, at a price of $17.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of August 1, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Schedule 14D-1. ITEM 3. ADDITIONAL INFORMATION Item 3 is hereby amended and supplemented by addition of the following information thereto: A copy of Intel's press release announcing that Intel and the Company have reached an agreement in principle to settle shareholder class action litigation brought in the Delaware Court of Chancery is filed as Exhibit (a)(10) to the Schedule 14D-1 and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS Item 11 is hereby amended and supplemented by addition of the following exhibit thereto. (a)(10) Press release dated October 2, 1997, issued by Intel. 2 SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 3, 1997 INTEL ENTERPRISE CORPORATION By /s/ CARY I. KLAFTER Cary I. Klafter President SIGNATURE After due inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 3, 1997 INTEL CORPORATION By /s/ F. THOMAS DUNLAP, JR. F. Thomas Dunlap, Jr. Vice-President, General Counsel and Secretary 3 EXHIBIT INDEX
EXHIBIT EXHIBIT INDEX - ------- --------------------------------------------------------- (a)(10) Press release dated October 2, 1997, issued by Intel.