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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
(AMENDMENT NO. 2)
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 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: [ ]
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AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 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,
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 (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").
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by including
the following:
Intel and Purchaser have obtained all necessary U.S. and German
antitrust clearances relating to 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.+
(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.*
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EXHIBIT
NUMBER DESCRIPTION
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(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.
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* Previously filed.
+ Filed herewith.
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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
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Name: Suzan A. Miller
Title: President
INTEL CORPORATION
By: /s/ F. THOMAS DUNLAP, JR.
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Name: F. Thomas Dunlap, Jr.
Title: Senior Vice President, General
Counsel and Secretary
Dated: March 1, 2001
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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) 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.*
(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.+
(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
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(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.
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* Previously filed.
+ Filed herewith.