-----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, OcQCQXUc125JZqAlNsUk0DnqEiSmYZFS9vZPIBlb8E/weobBYx/jg0ysYTJNinzv qej6cx0NCz7q8XP+jZrcKQ== 0000891836-00-000289.txt : 20000411 0000891836-00-000289.hdr.sgml : 20000411 ACCESSION NUMBER: 0000891836-00-000289 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000410 GROUP MEMBERS: KONINKLIJKE PHILIPS ELECTRONICS NV GROUP MEMBERS: PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FEI CO CENTRAL INDEX KEY: 0000914329 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 930621989 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49649 FILM NUMBER: 597878 BUSINESS ADDRESS: STREET 1: 7451 NE EVERGREEN PWY CITY: HILLSBORO STATE: OR ZIP: 97124-5830 BUSINESS PHONE: 5036901500 MAIL ADDRESS: STREET 1: 7451 NE EVERGREEN PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 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 13D/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 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) FEI COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 30241L109 - -------------------------------------------------------------------------------- (CUSIP Number) Neil T. Anderson Sullivan & Cromwell 125 Broad Street New York, New York 10004 (212) 558-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 19, 1999 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box [ ]. - -------------------------------------------------------------------------------- CUSIP NO. 30241L109 PAGE 2 OF 14 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Koninklijke Philips Electronics N.V. (Royal Philips Electronics) - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 13,986,691* BENEFICIALLY ----------------------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER 0 EACH ----------------------------------------------------------- REPORTING 10. SHARED DISPOSITIVE POWER 13,986,691* PERSON WITH - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,986,691* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0%* - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See Items 3, 4 and 5. - -------------------------------------------------------------------------------- CUSIP NO. 30241L109 PAGE 3 OF 14 PAGES - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philips Business Electronics International B.V. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 13,986,691* BENEFICIALLY ----------------------------------------------------------- OWNED BY 9. SOLE DISPOSITIVE POWER 0 EACH ----------------------------------------------------------- REPORTING 10. SHARED DISPOSITIVE POWER 13,986,691* PERSON WITH - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,986,691* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0%* - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * See Items 3, 4 and 5. This Amendment No. 2 to Schedule 13D relates to the Schedule 13D filed on March 1, 1997, as amended by Amendment No. 1 thereto filed on December 15, 1998, with respect to the Common Stock of FEI Company (the "Issuer") by Koninklijke Philips Electronics N.V., a Netherlands corporation ("Philips"), and Philips Business Electronics International B.V. ("PBE" and, together with Philips, the "Reporting Persons"), a Netherlands corporation and a wholly owned subsidiary of Philips, formerly known as Philips Industrial Electronics International B.V. Item 2. Identity and Background. Item 2 is hereby amended in its entirety as follows: (a)-(c); (f). Attached as Schedule I hereto and incorporated by reference herein is a list of the members of the Supervisory Board and the members of the Board of Management and the Group Management Committee of Philips, and the directors and executive officers of PBE. Schedule I sets forth each of such persons' name, business address, present principal occupation or employment and citizenship, and the name, principal business and address of the corporation or other organization in which such employment is conducted. (d);(e). During the last five years, neither Philips nor PBE, nor, to the best knowledge of the Reporting Persons, any of the directors or executive officers of Philips or PBE has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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 or Other Consideration. Item 3 is hereby amended and supplemented as follows: On March 30, 2000, PBE purchased 5,000 shares of Common Stock from the Issuer at a purchase price of $28.8438 per share. The cash used to purchase such shares was made available to PBE from Philips out of Philips' working capital. Item 4. Purpose of the Transaction. Item 4 is hereby amended in its entirety as follows: The Reporting Persons' current intention, which is subject to change, is that PBE will at least acquire the number of shares of Common Stock of the Issuer, which would be sufficient to maintain its majority ownership of the Issuer's Common Stock. As of the date of this Statement, (Page 4 of 14 Pages) other than as described above and in Item 6, neither of the Reporting Persons has any plans or proposals with respect to the Issuer which relate to or would result in their acquisition of additional Common Stock or any of the other events described in Item 4(a) through 4(j). Each Reporting Person is expected to evaluate on an ongoing basis the Issuer's financial condition and prospects and its interests in and intentions with respect to the Issuer. Accordingly, each Reporting Person may change its plans at any time and from time to time. In particular, each Reporting Person may at any time and from time to time acquire or dispose of shares of Common Stock. To the knowledge of the Reporting Persons, each of the persons listed on Schedule I hereto may make a similar evaluation and may make similar changes. Item 5. Interest in Securities of Issuer. Item 5 is hereby amended in its entirety as follows: (a), (b). According to information provided to the Reporting Persons by the Issuer, the number of shares of Common Stock of the Issuer outstanding on April 6, 2000 was 27,952,591. Rows 7-11 and 13 of the cover pages to this Schedule are hereby incorporated by reference. To the best knowledge of the Reporting Persons, no other person named in Item 2 is the beneficial owner of any shares of Common Stock of the Issuer. (c). On March 30, 2000 PBE purchased 5,000 shares of Common Stock from the Issuer at a purchase price of $28.8438 per share. On March 30, 2000 PBE was issued 76,489 shares of Common Stock by the Issuer without additional consideration in accordance with the terms and conditions of the Combination Agreement. On February 22, 2000 PBE was issued 49,480 shares of Common Stock by the Issuer without additional consideration in accordance with the terms and conditions of the Combination Agreement. On August 19, 1999 PBE purchased 3,913,299 shares of Common Stock from the Issuer at a purchase price of $8.02 per share in accordance with the terms and conditions of the Stock Purchase Agreement dated December 8, 1998 between PBE and the Issuer. (d), (e). Not applicable. Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer Item 6 is hereby amended in its entirety as follows: Pursuant to a Combination Agreement, dated November 15, 1996, by and among PBE, the Issuer and Philips, PBE has the right to receive from the Issuer from time to time, without the (Page 5 of 14 Pages) payment of any additional consideration, additional shares of Common Stock when options, warrants, convertible securities or other rights to acquire shares of Common Stock outstanding (or issuable without further action by the Issuer's board of directors) as of February 21, 1997 are exercised or converted. For each share of Common Stock issued upon such exercise or conversion, PBE is entitled to receive 1.222 shares of Common Stock from the Issuer. On February 21, 1997, 1,576,826 shares of Common Stock were so issuable pursuant to the Combination Agreement. As of the date hereof, the Issuer has issued to PBE 339,585 shares of Common Stock, and, to the knowledge of PBE, options representing approximately 104,631 shares of Common Stock have expired unexercised and approximately 1,109,382 shares of Common Stock remain so issuable pursuant to the Combination Agreement. Also pursuant to the Combination Agreement, PBE has the right to purchase from the Issuer at the then market price additional shares of Common Stock to maintain its ownership interest of voting securities of the Issuer at 55% whenever the Issuer offers more than 0.5% of its outstanding voting securities to any person. This right will terminate when PBE's ownership interest of voting securities of the Issuer falls below 40%. In addition, if PBE sells shares of Common Stock, the percentage level it has the right to maintain pursuant to this provision will be reduced to the following: 55% less the product of (i) 100% and (ii) the number determined by dividing (a) the number of shares of Common Stock sold by PBE subsequent to December 8, 1998 (less the number of shares of Common Stock bought by PBE subsequent to December 8, 1998 other than pursuant to this right) by (b) the number of outstanding shares of Common Stock on the date of any sale by the Issuer that triggers this right. As of the date hereof, PBE has bought no shares of Common Stock pursuant to this right, and has sold no shares of Common Stock that would reduce this right below 55%. This Item 6 is qualified in its entirety by reference to the Combination Agreement which is filed as Exhibit 1 hereto and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits Exhibit Description - ------- --------------- 1 Combination Agreement, dated November 15, 1996, by and among Philips Industrial Electronics International B.V., FEI Company and, for the purposes of Sections 4.1, 4.2, 4.3, 4.6(d)(ii), 4.15, 5.8(b), 5.8(c), 5.9(a), 5.13(a), 5.13(d), 5.16, 7.2 and 9.10 only, Philips Electronics N.V. (incorporated herein by reference to Exhibit 1 to the Reporting Persons' Form 8-K with respect to FEI Company filed March 1, 1997). 2 Stock Purchase Agreement, dated December 3, 1998, between Philips Business Electronics International B.V. and the Issuer (incorporated by reference to the Schedule 13D/A filed by the Reporting Persons December 8, 1998). (Page 6 of 14 Pages) 3 Agreement and Plan of Merger, dated December 3, 1998, among the Issuer, Micrion Corporation and MC Acquisition Corporation (incorporated by reference to the Schedule 13D/A filed by the Reporting Persons December 8, 1998). 4 Voting Agreement, dated December 3, 1998, between Philips Business Electronics International B.V. and Micrion Corporation (incorporated by reference to the Schedule 13D/A filed by the Reporting Persons December 8, 1998). (Page 7 of 14 Pages) SIGNATURES 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. Date: April 10, 2000 KONINKLIJKE PHILIPS ELECTRONICS N.V. By: /s/ A. Westerlaken ----------------------------------- Name: A. Westerlaken Title: General Secretary SIGNATURES 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. Date: April 10, 2000 PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V. By: /s/ A.P.M. van der Poel ----------------------------------- Name: A.P.M. van der Poel By: /s/ J.C. Lobbezoo ----------------------------------- Name: J.C. Lobbezoo (Page 8 of 14 Pages) Schedule I to Schedule 13D A. MEMBERS OF THE SUPERVISORY BOARD OF KONINKLIJKE PHILIPS ELECTRONICS N.V. (ROYAL PHILIPS ELECTRONICS) Unless otherwise indicated each person listed below is not employed, other than as a member of the Supervisory board, and thus no employer, employer's address or principal place of business of employer is listed. NAME: K. VAN MIERT Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Chairman - Rector of Nijenrode University Employer: Nijenrode University Employer's Address: Straatweg 25 3621 BG Breukelen The Netherlands Citizenship: The Netherlands NAME: A. LEYSEN Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Retired Citizenship: Belgium NAME: W. HILGER Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Retired Citizenship: Germany (Page 9 of 14 Pages) NAME: L.C. VAN WACHEM Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands NAME: L. SCHWEITZER Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Chairman and Chief Executive Officer of La regie nationale des usines Renault Employer: La regie nationale des usines Renault Employer's Address: 34 Quai du Point du Jour BP 103 92109 Boulogne Bilancourt Cedex, France Principal Business of Employer: Design, manufacture and sale of automobiles and related businesses Citizenship: Swiss NAME: SIR RICHARD GREENBURRY Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Retired Citizenship: United Kingdom (Page 10 of 14 Pages) NAME: IR. W. DE KLEUVER Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands B. BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE OF ROYAL PHILIPS ELECTRONICS Unless otherwise indicated, all of the members of the Board of Management and Group Management Committee are employed by Royal Philips Electronics at Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The Netherlands, whose principal business is the manufacture and distribution of electronic and electrical products, systems and equipment. NAME: C. BOONSTRA Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: President/CEO of Royal Philips Electronics Citizenship: The Netherlands NAME: J.H.M. HOMMEN Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Executive Vice-President and Chief Financial Officer of Royal Philips Electronics Citizenship: The Netherlands NAME: A. BAAN Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Executive Vice President of Royal Philips Electronics, President/CEO of the Consumer Electronics Division Citizenship: The Netherlands (Page 11 of 14 Pages) NAME: A.P.M. VAN DER POEL Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Executive Vice-President of Royal Philips Electronics, President/CEO of the Semiconductor Division Citizenship: The Netherlands NAME: J. WHYBROW Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Executive Vice President of Royal Philips Electronics and President/CEO of the Lighting Division Citizenship: United Kingdom NAME: G.J. KLEISTERLEE Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Executive Vice President of Royal Philips Electronics, President/CEO of the Components Division Citizenship: The Netherlands NAME: A.H.A. VEENHOF Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Senior Vice President of Royal Philips Electronics, President/CEO of the Domestic Appliances and Personal Care Division Citizenship: The Netherlands NAME: J.M. BARRELLA Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Senior Vice President of Royal Philips Electronics, (Page 12 of 14 Pages) President/CEO of the Medical Systems Division Citizenship: The Netherlands NAME: J.P. OOSTERVELD Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Senior Vice President of Royal Philips Electronics Citizenship: The Netherlands NAME: A. WESTERLAKEN Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Senior Vice President of Royal Philips Electronics Citizenship: The Netherlands NAME: A. HUIJSSER Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Senior Vice President of Royal Philips Electronics, CEO of Philips Research Citizenship: The Netherlands NAME: T. HOOGHIEMSTRA Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Senior Vice President of Royal Philips Electronics Citizenship: The Netherlands NAME: G. DEMUYNCK Business Address: Royal Philips Electronics Rembrandt Tower Amstelplein 1 1096 HA Amsterdam, The Netherlands Principal Occupation: Senior Vice President of Royal Philips Electronics, CEO of Philips Consumer Electronics Mainstream (Page 13 of 14 Pages) Citizenship: The Netherlands C. DIRECTORS AND EXECUTIVE OFFICERS OF PHILIPS BUSINESS ELECTRONICS INTERNATIONAL B.V. Unless otherwise indicated, all of the directors and executive officers of Philips Business Electronics International B.V. are employed by Philips Business Electronics International B.V. at Building TQ III-2, P.O. Box 218, 5600 MD Eindhoven, The Netherlands, whose principal business is the managing of the Business Electronics Product division of Philips Electronics N.V. through a number of operating companies or business units. NAME: A.P.M. VAN DER POEL Business Address: Philips Business Electronics International B.V. Building TQ III-2 P.O. Box 218 5600 MD Eindhoven, The Netherlands Principal Occupation: Executive Vice President of Royal Philips Electronics, President/CEO of the Semiconductor Division Citizenship: The Netherlands NAME: J.C. LOBBEZOO Business Address: Philips Business Electronics International B.V. Building TQ III-2 P.O. Box 218 5600 MD Eindhoven, The Netherlands Principal Occupation: Executive Vice President and Chief Financial Officer of the Semiconductor Division Citizenship: The Netherlands (Page 14 of 14 Pages) -----END PRIVACY-ENHANCED MESSAGE-----