-----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, N09QreL+mHO7ljOzEARmKBFrIeYlFwFfUBYqiFoVt0/GoKt1wmbh4ChMj0D9KBml 1YCQCqxeIt+bCzFlJwZEQg== 0000030554-96-000021.txt : 19960617 0000030554-96-000021.hdr.sgml : 19960617 ACCESSION NUMBER: 0000030554-96-000021 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960614 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT PHOTOMASKS INC CENTRAL INDEX KEY: 0001012128 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 742238819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46151 FILM NUMBER: 96581001 BUSINESS ADDRESS: STREET 1: 100 TEXAS AVE CITY: ROUND ROCK STATE: TX ZIP: 78664 BUSINESS PHONE: 5122440024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13D Under the Securities Exchange Act of 1934 DuPont Photomasks, Inc. Common Stock, par value $0.01 (Title of Class of Securities) 26613X 10 1 (CUSIP Number) John W. Keiter, Esq. E. I. du Pont de Nemours and Company 1007 Market St. Wilmington, DE 19898 (302) 774-4103 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 19, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a pervious statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 This Schedule 13D is filed pursuant to Rule 13d-1 of the Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") by E. I. du Pont de Nemours and Company, a Delaware corporation ("DuPont") and by Du Pont Chemical and Energy Operations, Inc., a Delaware corporation and wholly owned subsidiary of DuPont ("DCEO"), with respect to the common stock of DuPont Photomasks, Inc., a Delaware corporation ("DPI"or the "Issuer"): Item 1. Security and Issues. This Schedule 13D relates to the Common Stock, par value $0.01 per share ("Common Stock"), of DPI. The principal executive offices of DPI are located at 100 Texas Avenue, Round Rock, Texas 78664. Item 2. Identity and Background This Schedule 13D is filed by DuPont and by DCEO. The principal executive offices of both corporations are located at 1007 Market Street, Wilmington, Delaware 19898. DuPont is one of the two largest United States chemical producers and is one of the leading chemical producers worldwide. It conducts fully integrated petroleum operations primarily through its wholly owned subsidiary Conoco Inc. and, in 1994, ranked eighth in the worldwide production of petroleum liquids by U.S.-based companies, tenth in the production of natural gas, and sixth in refining capacity. Conoco Inc. and other subsidiaries and affiliates of DuPont conduct exploration, production, mining, manufacturing or selling activities, and some are distributors of products manufactured by DuPont. DuPont operates globally through approximately twenty strategic business units. Within the strategic business units approximately 85 businesses manufacture and sell a wide range of products to many different markets, including the energy, transportation, textile, construction, automotive, agricultural, printing, health care, packaging and electronics markets. DuPont and its subsidiaries have operations in about 70 nations worldwide and, as a result, approximately 50% of consolidated sales are derived from sales outside the United States, based on the location of the corporate unit making the sale. Total worldwide employment at year-end 1995 was about 105,000 people. DCEO was incorporated in Delaware in 1988 and is limited by its certificate of incorporation to the making, maintenance and management of its intangible investments and the collection and distribution of the income from such investments. DCEO is a wholly owned subsidiary of DuPont. 2 Information concerning the directors and executive officers of DuPont and DCEO is contained in Schedule A attached hereto. During the last five years, none of DuPont or DCEO nor, to the best knowledge of DuPont and DCEO, any director or executive officer of DuPont or DCEO has been (i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds Other Consideration. Not applicable. See Items 4 and 5. Item 4. Purpose of Transaction. Until June 19, 1996, DCEO owned 100 percent of the issued and outstanding stock of the Issuer consisting of 10,500,000 shares of Common Stock. On that date an additional 4,000,000 shares of Common Stock was offered to the public in an Initial Public Offering (the "Offering"). At the completion of the Offering the 10,500,000 shares owned by DCEO amounted to approximately 72 percent of the total of 14,500,000 issued and outstanding Common Stock of the Issuer. That share will fall to approximately 70 percent if the Underwriter's overallotment option on an additional 600,000 shares is exercised in full. Such option is exercisable by the Underwriters for a period of thirty days from the date of the Offering. The Underwriters are Morgan Stanley & Co., Cowen & Company and Needham & Company, Inc. (a) DuPont has advised the Issuer that it expects to reduce its ownership interest in the Issuer over time, subject to prevailing market and other conditions. It does not, however, have a specific plan as to the timing or amount of such reduction. (b-j) Not applicable. Item 5. Interest in Securities of the Issuer. (a) and (b) As of June 19, 1996, DCEO directly owns 10,500,000 shares of Common Stock of the Issuer. Such shares constitute approximately 72 percent of the total number of shares of Common Stock outstanding as of such date. 3 Except as described below, no director or executive officer of DuPont or DCEO beneficially owns any shares of Common Stock of the Issuer. As of June 19, 1996, Charles O. Holliday, Executive Vice President of DuPont and John C. Sargent, President of DCEO, beneficially owned 1,000 shares and 300 shares of Common Stock, respectively. (c) On May 14, 1996, DCEO's ownership of Common Stock of the Issuer was increased from 9,500,000 to 10,500,000 shares by the issuance of 1,000,000 shares to it at par value ($0.01). The 1,000,000 shares were paid for by a reduction of the balance owed on a Master Note by the Issuer to DCEO. DCEO's percentage of ownership of the Issuer was 100 percent before and after the transaction. (d) No person other than DCEO and DuPont has the right to receive or the power to direct receipt of dividends from, or the proceeds from the sale of, the Common Stock of the Issuer. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relation- ships With Respect to Securities of the Issuer. In addition to the overallotment option held by the Underwriter (described in Item 4, above), the Issuer and DCEO have each agreed they will not for a period of 180 days from the date of the Offering, without the prior written consent of the Underwriters, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock of the Issuer or enter into any swap or other arrangement that transfers to another party, in whole or in part, any of the economic consequences of ownership of the Common Stock. DCEO has entered into a Registration Rights Agreement dated December 31, 1995 (the "Registration Rights Agreement") with the Issuer under which it and its assignees will be entitled to certain rights with respect to the registration under the Securities Act of shares of Common Stock they hold. Subject to certain limitations (including a minimum registration of over 1,000,000 shares), each of DCEO and its assignees has the right to require the Issuer to register the sale of all or part of the shares it holds under the Securities Act (a "demand registration"). DCEO and its assignees, in the aggregate, are entitled to request up to five demand registrations and each is also entitled to include the shares of Common Stock it holds in a registered offering of securities by the Issuer for its own 4 account, subject to certain conditions and restrictions. The Issuer will pay all expenses associated with a registration of shares of Common Stock by DCEO and its assignees pursuant to the Registration Rights Agreement, other than underwriting discounts and commissions, their out-of-pocket expenses or underwriters' counsel fees and disbursements, if any, relating to such shares. In addition, the Registration Rights Agreement contains certain indemnification provisions (i) by the Issuer for the benefit of DCEO and its assignees as well as any potential underwriter and (ii) by DCEO and its assignees for the benefit of the Issuer and related persons. DCEO and its assignees may transfer their registration rights under the Registration Rights Agreement without the prior approval of the Issuer. The Registration Rights Agreement also provides that while DCEO owns 50% or more of the Issuer's Common Stock, the Issuer may not grant registration rights to any other person without DCEO's prior consent. DCEO has no current intention to exercise its registration rights under the Registration Rights Agreement. Except for the foregoing agreements, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. The following agreements are filed as an exhibit to this Schedule 13D. A. Agreement dated June 10, 1996, between DuPont and DCEO in which both agree that this Schedule is filed on behalf of both of them. 5 SIGNATURE After reasonable 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. E. I. DU PONT DE NEMOURS AND COMPANY By: /s/ C. L. HENRY --------------------------------- Charles L. Henry Executive Vice President DUPONT CHEMICAL AND ENERGY OPERATIONS, INC. By: /s/ JOHN C. SARGENT --------------------------------- John C. Sargent President 6 SCHEDULE A 1. Set forth below are the name, address and present principal occupation or employment with E. I. du Pont de Nemours and Company of each director and executive officer. With the exception of Percy N. Barnevik, who is a Swedish Citizen, each person listed below is a citizen of the United States of America. NAME AND ADDRESS POSITION Directors: Percy N. Barnevik Chairman and Chief Executive ABB Asea Brown Boveri Ltd. Officer P.O. Box 8131 ABB Asea Brown Boveri Ltd. CH-8050 Zurich Switzerland Andrew F. Brimmer President and Director Brimmer & Company, Inc. Brimmer & Company, Inc. 4400 MacArthur Blvd., NW Suite 302 Washington, DC 20007 Louisa C. Duemling Director c/o John Thayer 1100 DuPont Building 1007 Market Street Wilmington, DE 19898 Archie W. Dunham* Director Conoco Inc. PE-3034 600 North Dairy Ashford Houston, TX 77079 Edward B. du Pont Director 1011 Wilmington Trust Center Wilmington, DE 19801 Charles M. Harper Director Suite 1500 One Central Park Plaza Omaha, NE 68102 - -------------------- *Also President and Chief Executive Officer of Conoco, Inc. and an Executive Officer of DuPont 7 NAME AND ADDRESS POSITION Directors: Lois D. Juliber President Colgate-Palmolive Colgate-Palmolive 300 Park Avenue North America New York, NY 10022 Colgate-Palmolive Company John A. Krol * Director Administration 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 William K. Reilly Visiting Professor Institute for International Stanford University Studies Encina Hall, Room 200 Stanford University Stanford, CA 91305-6055 H. Rodney Sharp, III Director 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 Charles M. Vest President 111 Memorial Drive Massachusetts Institute of Cambridge, MA 02142 Technology Edgar S. Woolard, Jr. Chairman of the Board Administration 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 Executive Officers Jerald A. Blumberg Executive Vice President Administration 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 - -------------------- * Also President and Chief Executive Officer of DuPont 8 NAME AND ADDRESS POSITION Executive Officers Archie W. Dunham Executive Vice President Conoco Inc. PE-3034 600 N. Dairy Ashford Houston, TX 77079 Gary W. Edwards Senior Vice President Conoco Inc. PE-3052 600 N. Dairy Ashford Houston, TX 77079 Michael B. Emery Senior Vice President DuPont Integrated Operations B-8235 1007 Market Street Wilmington, DE 19898 Charles L. Henry Executive Vice President DuPont Finance D-8000 1007 Market Street Wilmington, DE 19898 Charles O. Holliday, Jr. Executive Vice President DuPont Asia Pacific 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 John A. Krol President and CEO Administration 9000 DuPont Building 1007 Market Street Wilmington, DE 19898 Robert E. McKee, III Senior Vice President Conoco Inc. PE-3070 600 N. Dairy Ashford Houston, TX 77079 Joseph A. Miller Senior Vice President DuPont Research and Development E-328/411 Rt. 141 and Henry Clay Wilmington, DE 19880 9 NAME AND ADDRESS POSITION Executive Officers Stacey J. Mobley Senior Vice President DuPont External Affairs N-9510 1007 Market Street Wilmington, DE 19898 Howard J. Rudge Senior Vice President and DuPont Legal General Counsel D-7038 1007 Market Street Wilmington, DE 19898 2. Set forth below are the name, address and principal occupation or employment with DuPont Chemical and Energy Operations, Inc. of each director and executive officer. With the exception of Mireille J. Quirina, who is a French citizen, each person listed below is a citizen of the United States of America. NAME AND ADDRESS POSITION John C. Sargent President and Director 8045 DuPont Building 1007 Market Street Wilmington, DE 19898 Charles L. Downing Vice President, Treasurer and 8045 DuPont Building Director 1007 Market Street Wilmington, DE 19898 E. Catherine Stump Director 8045 DuPont Building 1007 Market Street Wilmington, DE 19898 Mireille J. Quirina Vice President 2, Chemin du Pavillon P.O. Box 50 Ch-1218 Le Grand Saconnex Geneva, Switzerland 10 EXHIBIT A AGREEMENT By this Agreement, the undersigned agree that this Schedule 13D being filed on or about this date with respect to the ownership by the undersigned of shares of Common Stock of DuPont Photomasks, Inc. is being filed on behalf of each of us. Dated: JUNE 14, 1996 E. I. DU PONT DE NEMOURS AND COMPANY By: /s/ C. L. HENRY --------------------------------- Charles L. Henry Executive Vice President DUPONT CHEMICAL AND ENERGY OPERATIONS, INC. By: /s/ JOHN C. SARGENT --------------------------------- John C. Sargent President 11 -----END PRIVACY-ENHANCED MESSAGE-----