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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$701,317,550 $140,264
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* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 28,052,702 shares of common stock, par value
$0.001 per share (the "Common Stock"), of Xircom, Inc. (calculated based on
29,921,232 shares of Common Stock outstanding as of January 12, 2001, less
1,868,530 shares of Common Stock currently 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.
[ ] 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: Filing Party:
--------------------------------- ---------------------------------
Form or Registration No.: Date Filed:
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[ ] 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: [ ]
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SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") relates 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 (the "Common Stock"), 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"), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B)
hereto, respectively. The item numbers and response thereto below are in
accordance with the requirements of Schedule TO. The Offer is being made
pursuant to an Agreement and Plan of Merger, dated as of January 15, 2001, by
and among Intel, Purchaser and the Company (the "Merger Agreement"), which
provides, among other things, that as promptly as practicable after the
satisfaction or, if permissible, waiver of the conditions set forth therein
(including, without limitation, the purchase of Shares pursuant to the Offer),
Purchaser will be merged with and into the Company (the "Merger"), with the
Company continuing as the surviving corporation and a wholly-owned subsidiary of
Intel. Upon consummation of the Merger, each issued Share that is outstanding
immediately prior to the Merger (except for Shares owned by the Company or
Intel, or any subsidiary of Intel, and Shares held by dissenting shareholders
exercising their appraisal rights under the California Corporations Code, to the
extent such rights apply) will be converted automatically into the right to
receive the amount paid per Share in the Offer, in cash, without interest, upon
surrender of the certificate representing the Share.
The information contained in this Schedule TO concerning the Company,
including, without limitation, information concerning the deliberations,
approvals and recommendations of the Board of Directors of the Company in
connection with the transaction, the opinion of the financial advisor to such
Board of Directors, and the Company's capital structure and financial
information, was supplied by the Company. Neither Purchaser nor Intel takes any
responsibility for the accuracy of such information.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under the section
entitled "Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is Xircom, Inc., a California
corporation. The address of the Company's principal executive offices is 2300
Corporate Center Drive, Thousand Oaks, California 91320. The Company's telephone
number at its principal executive offices is (805) 376-9300.
(b) The class of equity securities to which this Schedule TO relates is
the Common Stock of the Company. The information set forth in the Offer to
Purchase under the section entitled "Introduction" is incorporated herein by
reference.
(c) The information set forth in the Offer to Purchase in Section 6
("Price Range of the Shares") and Section 16 ("Dividends and Distributions") is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a), (b), (c)(1,2,5) This Schedule TO is being filed by Purchaser and
Intel. The information set forth in the Offer to Purchase under the section
entitled "Introduction", in Section 8 ("Certain Information Concerning Intel and
Purchaser") and in Schedule I to the Offer to Purchase is incorporated herein by
reference.
(c)(3,4) During the last five years, none of Purchaser, Intel or, to the
best knowledge of Intel or Purchaser, any of the persons listed in Schedule I to
the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) was a party to a civil
proceeding of a
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judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
further violations of or prohibiting activities subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i-viii,xii), (a)(2)(i-iv,vii) The information set forth in the
Offer to Purchase under the section entitled "Introduction," in Section 1
("Terms of the Offer; Expiration Date"), Section 2 ("Procedure for Accepting the
Offer and Tendering Shares"), Section 3 ("Withdrawal Rights"), Section 4
("Acceptance for Payment and Payment for Shares"), Section 5 ("Certain U.S.
Federal Income Tax Consequences of the Offer and Merger"), Section 12 ("Purpose
of the Offer and the Merger Agreement"), Section 13 ("The Merger Agreement, the
Stock Option Agreement and the Tender and Voting Agreement"), Section 18
("Certain Conditions of the Offer"), and Section 19 ("Certain Legal Matters;
Regulatory Approvals") is incorporated herein by reference.
(a)(1)(ix) Not applicable.
(a)(1)(x) Not applicable.
(a)(1)(xi) Not applicable.
(a)(2)(v) Not applicable.
(a)(2)(vi) Not applicable.
ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) The information set forth in the Offer to Purchase in Section 10
("Certain Transactions between Intel and the Company") and Section 14
("Interests of Certain Persons in the Merger") is incorporated herein by
reference.
(b) The information set forth in the Offer to Purchase under the section
entitled "Introduction," in Section 11 ("Contacts with the Company; Background
of the Offer and Merger"), and Section 12 ("Purpose of the Offer and the Merger
Agreement") is incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offer to Purchase under the section
entitled "Introduction," in Section 11 ("Contacts with the Company; Background
of the Offer and Merger"), Section 12 ("Purpose of the Offer and the Merger
Agreement") and Section 13 ("The Merger Agreement, the Stock Option Agreement
and the Tender and Voting Agreement"), is incorporated herein by reference.
(c)(1-7) The information set forth in the Offer to Purchase under the
section entitled "Introduction," in Section 11 ("Contacts with the Company;
Background of the Offer and Merger"), Section 12 ("Purpose of the Offer and the
Merger Agreement"), Section 13 ("The Merger Agreement, the Stock Option
Agreement and the Tender and Voting Agreement"), Section 16 ("Dividends and
Distributions"), and Section 17 ("Effects of the Offer on the Market for the
Shares; Nasdaq National Market; Exchange Act Registration; Margin Regulations")
is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase in Section 9
("Source and Amount of Funds") is incorporated herein by reference.
(b) Not applicable.
(d) Not applicable.
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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a), (b) The information set forth in the Offer to Purchase under the
section entitled "Introduction," in Section 8 ("Certain Information Concerning
Intel and Purchaser"), Section 10, ("Certain Transactions between Intel and the
Company"), Section 11 ("Contacts with the Company; Background of the Offer and
Merger"), and Section 12 ("Purpose of the Offer and the Merger Agreement") is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Offer to Purchase under
"Introduction" and Section 20 ("Fees and Expenses") is incorporated herein by
reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) Not applicable.
(b) Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the Offer to Purchase under the section
entitled "Introduction," in Section 10 ("Certain Transactions between Intel and
the Company"), Section 12 ("Purpose of the Offer and the Merger Agreement"),
Section 13 ("The Merger Agreement, the Stock Option Agreement and the Tender and
Voting Agreement"), Section 14 ("Interests of Certain Persons in the Merger"),
Section 17 ("Effects of the Offer on the Market for the Shares; Nasdaq National
Market; Exchange Act Registration; Margin Regulations"), and Section 19
("Certain Legal Matters; Regulatory Approvals") is incorporated herein by
reference.
(b) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and
(a)(1)(B) hereto, respectively, is incorporated herein by reference.
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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(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.
(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).
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EXHIBIT
NUMBER DESCRIPTION
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(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.
(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.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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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/ SUZAN A. MILLER
------------------------------------
Name: Suzan A. Miller
Title: President
INTEL CORPORATION
By: /s/ F. THOMAS DUNLAP, JR.
------------------------------------
Name: F. Thomas Dunlap, Jr.
Title: Senior Vice President, General
Counsel and Secretary
Dated: January 29, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(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) Press Release issued by Intel Corporation and Xircom, Inc.
on January 15, 2001, announcing the intent of Purchaser to
commence of 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.
(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.
(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.