-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IOdYWosx9RknDaAguyvt2ndU6biMqOYWYi/+avDTr4FmoroPR1aQIm+UN7ti5jcP N0zhexMMayBU4ZbIoKRwvQ== 0000950005-99-000401.txt : 19990504 0000950005-99-000401.hdr.sgml : 19990504 ACCESSION NUMBER: 0000950005-99-000401 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATKINS JOHNSON CO CENTRAL INDEX KEY: 0000105006 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 941402710 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-05631 FILM NUMBER: 99609035 BUSINESS ADDRESS: STREET 1: 3333 HILLVIEW AVE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 BUSINESS PHONE: 4154934141 MAIL ADDRESS: STREET 1: 3333 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304-1223 DEFA14A 1 SALE ANNOUNCEMENT SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 [ ] Confidential, for Use of the Commission Only (as permitted by Materials Rule 14a-6(e)(2)) Watkins-Johnson Company ------------------------------------------------ (Name of Registrant as Specified in Its Charter) ------------------------------------------------------------------------ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of filing fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transactions applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing party: (4) Date filed: For Further Information: Media: George Sard (Sard Verbinnen & Co) 212-687-8080 Judy Brennan Investor Contact: Frank E. Emery (Watkins-Johnson) 650-813-2752 For release at 8:00 a.m. Eastern Time, Monday, May 3, 1999 WATKINS-JOHNSON TO SELL SEMICONDUCTOR EQUIPMENT BUSINESS TO SILICON VALLEY GROUP Sale Would Complete Disposition of Entire Semiconductor Equipment Group; Underscores Management's Commitment to Maximizing Shareholder Value PALO ALTO, Calif. May 3, 1999 -- Watkins-Johnson (NYSE: WJ), a high technology company in wireless communications and semiconductor equipment, announced today that it has signed a definitive agreement to sell its Semiconductor Equipment Group (SEG) to Silicon Valley Group (NASDAQ: SVGI) for a total value, including retained receivables, exceeding $50 million. This value includes approximately $20 million of WJ's long-term debt to be assumed by Silicon Valley Group. Under its agreement with Silicon Valley Group, Watkins-Johnson is selling its semiconductor equipment business associated with the atmospheric pressure chemical vapor deposition products (APCVD) and related real estate. The $20 million in debt secures the land, building and equipment in Kawasaki, Japan. The sale is expected to be completed by the end of June 1999 and is subject to satisfaction of customary closing conditions, including compliance with Hart-Scott-Rodino. Watkins-Johnson previously sold a portion of its SEG assets - high-density plasma chemical-vapor-deposition equipment and its associated intellectual property assets - to Applied Materials (NASDAQ: AMAT). The March 29, 1999 sale generated a $9 million second-quarter 1999 gain for Watkins-Johnson. "We are pleased with the total value for our semiconductor equipment business that we will attain with the close of this transaction," said W. Keith Kennedy, president and chief executive officer of Watkins-Johnson. "These two transactions underscore our -more- Watkins-Johnson Company, page 2 commitment to maximizing value for Watkins-Johnson shareowners by pursuing the sale of Watkins-Johnson as a whole or as separate businesses." On March 1, 1999, the Watkins-Johnson announced the Board of Director's conclusion that the best course of action for shareowners was to pursue the sale of the company. The Board based its decision on an analysis conducted by the company's investment advisor, CIBC Oppenheimer, to review all of the potential strategic alternatives to pursue its own long-term business plan. The company cautioned that there can be no assurance that the sale process will be successfully completed. Watkins-Johnson Company specializes in two high-technology business areas. WJ's wireless-communications units produce radio-frequency components, subassemblies and equipment for fixed and mobile networks worldwide. The company's Semiconductor Equipment Group produces atmospheric pressure chemical vapor deposition systems for high-volume integrated-circuit manufacturing. For more information, visit http://www.wj.com. This news release, other than the historical financial information, consists of forward-looking statements that involve risks and uncertainties, including the risks of failing to close the sale of SEG APCVD business, of the sale of the company's Wireless Communications Segment or its other assets, and the other risks detailed from time to time in the company's SEC reports, including the report on Form 10-K for the year ended December 31, 1998. Actual results may vary materially. # # # -----END PRIVACY-ENHANCED MESSAGE-----