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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
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 kRE5dSbpnDN6m5ucfCq8+Q==

<SEC-DOCUMENT>0000891836-99-000432.txt : 19990616
<SEC-HEADER>0000891836-99-000432.hdr.sgml : 19990616
ACCESSION NUMBER:		0000891836-99-000432
CONFORMED SUBMISSION TYPE:	SC 14D1/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		19990615
GROUP MEMBERS:		KONINKLIJKE PHILIPS ELECTRONICS NV
GROUP MEMBERS:		PHILIPS ELECTRONICS NORTH AMERICA CORPORATION
GROUP MEMBERS:		VULCAN MERGER SUB, INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VOICE CONTROL SYSTEMS INC /DE/
		CENTRAL INDEX KEY:			0000350899
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
		IRS NUMBER:				751707970
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 14D1/A
		SEC ACT:		
		SEC FILE NUMBER:	005-33865
		FILM NUMBER:		99646629

	BUSINESS ADDRESS:	
		STREET 1:		14140 MIDWAY RD SUITE 100
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75244
		BUSINESS PHONE:		9727261200

	MAIL ADDRESS:	
		STREET 1:		14140 MIDWAY ROAD
		STREET 2:		SUITE 100
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75244

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SCOTT INSTRUMENTS CORP
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KONINKLIJKE PHILIPS ELECTRONICS NV
		CENTRAL INDEX KEY:			0000313216
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 14D1/A

	BUSINESS ADDRESS:	
		STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
		STREET 2:		1096 HA AMSTERDAM
		CITY:			THE NETHERLANDS

	MAIL ADDRESS:	
		STREET 1:		REMBRANDT TOWER AMSTELPLEIN 1
		STREET 2:		1096 HA AMSTERDAM
		CITY:			THE NETHERLANDS

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PHILIPS ELECTRONICS N V
		DATE OF NAME CHANGE:	19930727
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 14D1/A
<SEQUENCE>1
<DESCRIPTION>AMENDMENT NO. 2 TO TENDER OFFER STATEMENT
<TEXT>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                          ---------------------------


                                SCHEDULE 14D-1/A
                               (AMENDMENT NO. 2)
                             TENDER OFFER STATEMENT
     (PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
                              -------------------

                          VOICE CONTROL SYSTEMS, INC.
                           (NAME OF SUBJECT COMPANY)


                            VULCAN MERGER SUB, INC.
                          a wholly owned subsidiary of
                       PHILIPS ELECTRONICS NORTH AMERICA
                                  CORPORATION
                       an indirectly owned subsidiary of
                      KONINKLIJKE PHILIPS ELECTRONICS N.V.
                          (ROYAL PHILIPS ELECTRONICS)
                                   (BIDDERS)


                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)



                                   92861B100
                     (CUSIP NUMBER OF CLASS OF SECURITIES)



                               WILLIAM E. CURRAN
                                   PRESIDENT
                          1251 AVENUE OF THE AMERICAS
                                   20TH FLOOR
                            NEW YORK, NEW YORK 10020
                                  212-536-0500
           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
          TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)

                                   COPIES TO:
                             NEIL T. ANDERSON, ESQ.
                              SULLIVAN & CROMWELL
                                125 BROAD STREET
                            NEW YORK, NEW YORK 10004
                                 (212) 558-4000



================================================================================

<PAGE>



         This Amendment No. 2 is filed to supplement and amend the information
set forth in the Tender Offer Statement on Schedule 14D-1 filed by Koninklijke
Philips Electronics N.V., a company incorporated under the laws of The
Netherlands ("Royal Philips"), Philips Electronics North America Corporation, a
Delaware corporation ("Parent"), and Vulcan Merger Sub, Inc., a Delaware
corporation (the "Purchaser"), on May 14, 1999 (the "Schedule 14D-1"), with
respect to shares of Common Stock, par value $0.01 per share (the "Shares"), of
Voice Control Systems, Inc., a Delaware corporation. Unless otherwise indicated,
the capitalized terms used herein shall have the meanings specified in the
Schedule 14D-1, including the Offer to Purchase filed as Exhibit (a)(1) thereto.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

         Item 11 is hereby amended to add the following:

(a)(10)  Press release issued by Royal Philips, dated June 14, 1999, announcing
         the extension of the Expiration Date.














                                        2

<PAGE>



                                   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.

Dated:  June 15, 1999

                                 KONINKLIJKE PHILIPS ELECTRONICS N.V.


                                 By:  /s/  Eric P. Coutinho
                                    -----------------------------------------
                                    Name:  Eric P. Coutinho
                                    Title: Director and Deputy Secretary



                                 PHILIPS ELECTRONICS HOLDING USA INC.


                                 By:  /s/ William E. Curran
                                    -----------------------------------------
                                    Name:  William E. Curran
                                    Title: Senior Vice President-Finance



                                 PHILIPS ELECTRONICS NORTH AMERICA
                                 CORPORATION


                                 By:  /s/ William E. Curran
                                    -----------------------------------------
                                    Name:  William E. Curran
                                    Title: Senior Vice President and
                                             Chief Financial Officer


                                 VULCAN MERGER SUB, INC.


                                 By:  /s/ William E. Curran
                                    -----------------------------------------
                                    Name:  William E. Curran
                                    Title: President and Chief Executive Officer






                                        3

<PAGE>



                                  EXHIBIT INDEX

(a)(10)    Press release issued by Royal Philips, dated June 14, 1999,
           announcing the extension of the Expiration Date.












                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A.10
<SEQUENCE>2
<DESCRIPTION>PRESS RELEASE, DATED 6/14/99
<TEXT>




                                                                 Exhibit (a)(10)


    Amsterdam, June 14, 1999

              ROYAL PHILIPS EXTENDS TENDER OFFER FOR VOICE CONTROL
                         SYSTEMS, INC. TO JUNE 18, 1999

                          87.9% OF ALL SHARES TENDERED

Royal Philips Electronics of The Netherlands (AEX: PHI, NYSE: PHG) today
announced that its wholly owned subsidiary, Vulcan Merger Sub, Inc., has
extended until June 18, 1999 its tender offer for all of the outstanding shares
of common stock of Voice Control Systems, Inc. (NASDAQ: VCSI). As of 12:00
midnight, Eastern time, on Friday, June 11, 1999, approximately 12,221,760
shares representing approximately 87.9% of the total outstanding VCS common
stock had been validly tendered and not withdrawn pursuant to the tender offer,
including 333,734 shares tendered pursuant to notices of guaranteed delivery.

Philips is extending the offer in order to obtain over 90% of the outstanding
VCS shares so that it may conduct an immediate "short form" merger under
Delaware law to acquire the remaining shares. However, Philips does not intend
to extend the offer further if it does not obtain 90%. In that case, Philips
will initiate a regular merger process under Delaware law which is likely to
take up to two months to complete. In either case, remaining shareholders who
fail to tender their shares will not be paid until after the merger. As in the
offer, shareholders will receive $4.00 per share in the merger.

The tender offer commenced on May 14, 1999 and, as extended, is now scheduled to
expire at 5:00 p.m., Eastern time, on Friday, June 18, 1999. Further information
and a copy of the related Offer to Purchase may be obtained from the information
agent for the offer: D.F. King & Co., Inc., 77 Water Street, New York, New York
10005; (212) 425-1685 (bankers and brokers); (800) 769-5414 (all others).


For further information:

         Philips Media Relations:
         Alison Screeton
         tel: +31 20 59 77216

         Voice Control Systems, Inc.
         Kim Terry
         tel: +1 972 726-1220



                                        5

<PAGE>



         VCS is a leading speech software platform provider, offering
vocabularies in over 50 languages with more than 2.5 million speech recognizers,
including 500,000 in telecom, installed in 30 countries. Speech-driven
applications using VCS products are used today in telecommunications, automotive
and consumer electronics to enable computers and electronic devices to
understand and process human speech. VCS is headquartered in Dallas, Texas, with
regional offices in Cambridge, Massachusetts, San Jose, California, and
Portsmouth, England. The company's stock is traded on the Nasdaq national market
system under the symbol VCSI. For more information visit the company's web site
at www.voicecontrol.com.

         Philips Speech Processing is a pioneer and one of the global market
leaders in speech recognition, natural dialogue and language understanding
technologies. A developer of voice enabled telephony applications, Royal Philips
has a large installed base of speech recognition and natural dialogue systems in
Europe and is a major speech technology provider in North America. Its natural
dialogue platform Speech Mania and Speech Pearl speech recognition engines are
used for banking, travel, auto attendants speech portals and white and yellow
pages automation. Royal Philips has more than 40 years experience in the
development and marketing of speech products and developed the first
commercially available PC based natural, continuous speech recognition engine
for speech to text applications in 1993. Royal Philips' line of end user
software (Freespeech 98 and Freespeech 2000 for SOHO and consumer markets, and
SpeechPro for the professional dictation users) is available in 16 languages and
its Vocon Speech Recognizer for embedded systems has been successfully
integrated in consumer electronics products and devices. Royal Philips has set
up speech solutions design centers around the globe, supporting R&D and the
establishment of industry standards, and is a member in various standardization
bodies such as ECTF, SAPI, HAVI, HOMEAPI, VXML, W3C and Voice Times. For Royal
Philips' speech processing and speech recognition business, visit:
www.speech.philips.com.

         ROYAL PHILIPS ELECTRONICS OF THE NETHERLANDS IS ONE OF THE WORLD'S
BIGGEST ELECTRONICS COMPANIES AND EUROPE'S LARGEST, WITH SALES OF US$33.9
BILLION IN 1998. IT IS A GLOBAL LEADER IN COLOR TELEVISION SETS, LIGHTING,
ELECTRIC SHAVERS, COLOR PICTURE TUBES FOR TELEVISIONS AND MONITORS, AND ONE-CHIP
TV PRODUCTS. ITS 228,800 EMPLOYEES IN MORE THAN 60 COUNTRIES ARE ACTIVE IN THE
AREAS OF LIGHTING, CONSUMER ELECTRONICS, DOMESTIC APPLIANCES, COMPONENTS,
SEMICONDUCTORS, MEDICAL SYSTEMS, BUSINESS ELECTRONICS, AND IT SERVICES (ORIGIN).
ROYAL PHILIPS IS QUOTED ON THE NYSE, LONDON, FRANKFURT, AMSTERDAM AND OTHER
STOCK EXCHANGES. NEWS FROM ROYAL PHILIPS IS LOCATED AT WWW.NEWS.PHILIPS.COM.







                                        6

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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