EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: David Ringler
Investor Relations/
Corporate Communications
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
Tel (510) 572-6848
Fax (510) 572-6454
email david.ringler@lamrc.com
LAM RESEARCH CORPORATION ADOPTS
SHAREHOLDER RIGHTS PLAN
Fremont, California, January 24, 1997 - Lam
Research Corporation (Nasdaq: LRCX) today announced that
its Board of Directors had adopted a Shareholder Rights
Plan in which rights will be distributed as a dividend at
the rate of one right for each share of common stock, par
value $.001 per share, of the Company held by stockhold-
ers of record as of the close of business on January 31,
1997. In connection with the adoption of the Shareholder
Rights Plan, the Board of Directors also adopted a number
of amendments to the Company's bylaws, including amend-
ments requiring advance notice of stockholder nominations
of directors, stockholder proposals, actions by written
consent by stockholders and a stockholder's intention to
cumulate votes. The bylaw amendments also eliminate the
right of stockholders to call special meetings of stock-
holders.
The Rights Plan is intended to protect stock-
holders by deterring coercive takeover tactics, including
the accumulation of shares in the open market or through
private transactions, and to prevent an acquiror from
gaining control of the Company without offering a fair
price to all of the Company's stockholders. The Rights
will expire on January 31, 2007. The bylaw amendments
are intended to provide advance notice of stockholder
initiatives so that the Board of Directors, as well as
all stockholders of the Company, can evaluate such ini-
tiatives with the benefit of full disclosure of informa-
tion and in an orderly manner.
Under the Rights Plan, each right initially
will entitle stockholders to buy one unit of a share of
preferred stock for $250. The rights will be exercisable
only if a person or group (other than stockholders cur-
rently owning 15 percent of the Company's common stock)
acquires beneficial ownership of 15 percent or more of
the Company's common stock or commences a tender or
exchange offer upon consummation of which such person or
group would beneficially own 15 percent or more of the
Company's common stock.
If any person becomes the beneficial owner of
15 percent or more of the Company's common stock, other
than pursuant to a tender or exchange offer for all
outstanding shares of the Company approved by a majority
of the independent directors not affiliated with such
person, then each right not owned by such person or
related parties will entitle its holder to purchase, at
the right's then current exercise price, shares of the
Company's common stock (or, in certain circumstances as
determined by the Board, cash, other property or other
securities) having a value of twice the right's then
current exercise price. In addition, if after any person
has become a 15 percent stockholder, the Company is
involved in a merger or other business combination trans-
action with another person in which the Company does not
survive or in which its common stock is changed or ex-
changed, or if the Company sells 50 percent or more of
its assets or earning power to another person, each right
will entitle its holder to purchase, at the right's then
current exercise price, shares of common stock of such
other person having a value of twice the right's then
current exercise price.
The Company will generally be entitled to
redeem the Rights at $.001 per Right at any time until 10
business days (subject to extension) following a public
announcement that a 15 percent position has been ac-
quired.
Details of the Shareholder Rights Plan are
outlined in a letter to be mailed to all stockholders of
the Company.
Safe Harbor Statement Under the Private Securi-
ties Litigation Act of 1995: This press release contains
certain forward-looking statements, including those
relating to distribution of dividends and operation of
the Shareholder Rights Plan, that are subject to various
risks and uncertainties that could cause results to
differ materially. These risks include the risk that
future action or inaction by the Board with respect to
the Shareholder Rights Plan, including any future deci-
sion relating to redemption of the Rights or amendment of
the terms of the Rights, could become the subject of
litigation and other risks detailed from time to time in
the Company's SEC reports, including the report on Form
10-Q for the quarter ended September 30, 1996. The
Company assumes no obligation to update the information
in this release.
Lam Research Corporation is a leading supplier
of wafer processing equipment to the worldwide semicon-
ductor industry. The Company's broad product offerings
are focused on etch and deposition, two of the most vital
steps in the fabrication of current and future integrated
circuits. Founded in 1980, Lam is headquartered in
Fremont and maintains customer support centers throughout
the United States, Europe, Japan and the Asia/Pacific
region to support its global customer base. The
Company's common stock trades on the Nasdaq National
Market under the symbol LRCX. Lam's World Wide Web
address is http://www.lamrc.com.