-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FTVdyrrz+VevxhmUxOfG4NW/v1XD2ZSV5G6T2NGy/Nahz2B1ez/j3y0BQ4La8MRe nsUCqhjBcO4az48PsJUVNg== 0000891836-95-000071.txt : 19950727 0000891836-95-000071.hdr.sgml : 19950727 ACCESSION NUMBER: 0000891836-95-000071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950726 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FLUKE CORP CENTRAL INDEX KEY: 0000037743 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 910606624 STATE OF INCORPORATION: WA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08108 FILM NUMBER: 95556084 BUSINESS ADDRESS: STREET 1: 6920 SEAWAY BLVD CITY: EVERETT STATE: WA ZIP: 98203 BUSINESS PHONE: 2063565301 MAIL ADDRESS: STREET 1: P.O. BOX 9090 MS 203 CITY: EVERETT STATE: WA ZIP: 98206 FORMER COMPANY: FORMER CONFORMED NAME: FLUKE JOHN MANUFACTURING CO INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHILIPS ELECTRONICS N V 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: GROENEVOUDSEWEG 1 STREET 2: 5621 BA EINDHOVEN CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 0113140791111 MAIL ADDRESS: STREET 1: SULLIVAN & CROMWELL 125 BROAD ST STREET 2: C/O W LOEBER LANDAU CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) FLUKE CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.25 PER SHARE (Title of Class of Securities) 343856 10 0 (CUSIP Number) W. LOEBER LANDAU 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) JUNE 24, 1994 (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 [ ]. SEC 1746(12-91) 2 SCHEDULE 13D CUSIP No. 343856 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Philips Electronics N.V. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7 SOLE VOTING POWER REPORTING PERSON WITH 1,138,144 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 1,138,144 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,138,144 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% 14 TYPE OF REPORTING PERSON* 00 3 Item 1. Security and Issuer. This Amendment No. 1, dated July 26, 1995 (this "Amendment"), to the Statement on Schedule 13D, dated June 9, 1993 (the "Original Statement"), filed by Philips Electronics N.V., a corporation organized under the laws of The Netherlands ("Philips"), relates to the common stock, par value $0.25 per share (the "Common Stock"), of Fluke Corporation, formerly known as John Fluke Mfg. Co., Inc. (the "Issuer"). The address of the principal executive offices of the Issuer are located at 6920 Seaway Boulevard, Everett, Washington 98203. Item 2. Identity and Background. (a) - (c); (f). This statement is being filed by Philips, a Netherlands corporation. Philips acts as the holding company of the Philips group. The Philips group is engaged primarily in the manufacture and distribution of electronic and electrical products, systems and equipment. The principal office and business address of Philips is Groenewoudseweg 1, 5621 BA, Eindhoven, The Netherlands. Philips is sometimes referred to herein as the "Reporting Person." 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. 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) and (e). During the last five years, the Reporting Person and, to the knowledge of the Reporting Person, none of the persons listed on Schedule I attached hereto, 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. Philips acquired 1,000,000 shares of Common Stock of the Issuer in part consideration of the sale of Philips' Test and Measurement Business to the Issuer. At the same time, Philips acquired a further 538,144 shares of Common Stock upon conversion 4 of 78,462 shares of Series A Convertible Preferred Stock of the Issuer which were acquired in September, 1987. Item 4. Purpose of Transaction. Philips acquired the shares of Common Stock beneficially owned by it for the purpose of investment. Except as otherwise indicated in this Item 4, Philips has no plan or proposals with respect to the Issuer that relate to or could result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Philips intends to review on a continuing basis its investment in the issuer and, subject to the terms and conditions of the Stock Purchase Agreement dated May 26, 1993 (the "Stock Purchase Agreement") annexed to the Purchase Agreement, dated February 26, 1993, which was filed as Exhibit I to the Original Statement, may increase or decrease such investment. Philips has agreed, pursuant to the Stock Purchase Agreement, to standstill arrangements and other restrictions and Philips may only sell such Common Stock pursuant to certain quantity and timing limitations. Pursuant to the Stock Purchase Agreement, the Issuer has the right of first refusal to purchase any shares offered for sale by Philips. Pursuant to the terms of the Stock Purchase Agreement, Philips is entitled to designate two individuals to the Board of Directors of the Issuer, so long as the Common Stock beneficially owned by Philips exceeds 12% of the Issuer's outstanding Common Stock. If, at any time, Philips' interest in the Common Stock drops below 12%, Philips shall cause one of the two Directors so designated to immediately offer to resign from the Board of Directors of the Issuer. If the Common Stock beneficially owned by Philips drops below 6% of the Issuer's outstanding Common Stock, Philips has agreed to cause the remaining Director designated by Philips to immediately offer to resign from the Board of Directors of the Issuer. Currently Mr. Tumminello, the Chief Executive Offer of North American Philips Corporation, and Dr. J. Peter Bingham, the President of Philips Laboratories in the U.S., are the Directors designated by Philips. Item 5. Interest in Securities of the Issuer. (a) and (b). Philips beneficially owns 1,138,144 shares (14.4%) of the Common Stock of the Issuer. Philips is deemed to have sole voting and dispositive power over 1,138,144 shares of such Common Stock. (c). On May 26, 1993, in part consideration for the sale of its Test and Measurement business, Philips received 1,000,000 5 shares of Common Stock of the Issuer pursuant to the Stock Purchase Agreement. In addition, pursuant to a stock purchase agreement entered into in September, 1987, Philips acquired 78,462 shares of Series A Convertible Preferred Stock (the "Preferred Stock") of the Issuer which, upon the occurrence of certain events, are convertible into Common Stock. Although no event permitting conversion had occurred, on May 26, 1993, pursuant to the Stock Purchase Agreement, the Issuer permitted Philips to convert its 78,462 shares of Preferred Stock into 538,144 shares of Common Stock. As previously reported by the Issuer in its 1994 proxy statement, on June 24, 1994, pursuant to the terms of the Stock Purchase Agreement (as defined below) the Issuer exercised its right of first refusal to purchase 150,000 shares of Common Stock from Philips for $4.6 million (approximately $30.53 per share). Pursuant to the Stock Purchase Agreement, dated as of June 16, 1995 (the "Electris Agreement"), by and between Philips and Electris Finance, S.A., a Luxembourg company and wholly owned subsidiary of Philips ("Electris"), on June 19, 1995 Philips sold 250,000 shares of Common Stock to Electris for $10 million ($40.00 per share). The Issuer had previously failed to exercise its right of first refusal with respect to such shares of Common Stock. A copy of the Electris Agreement is attached hereto as Exhibit II and is incorporated by reference herein. Pursuant to the Stock Purchase Agreement, dated as of June 26, 1995 (the "Sedifo Agreement"), by and between Electris and Sedifo S.A., a Swiss company ("Sedifo"), on June 30, 1995 Electris sold 250,000 shares of Common Stock to Sedifo for approximately $10.4 million ($41.75 per share). A copy of the Sedifo Agreement is attached hereto as Exhibit III and is incorporated by reference herein. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Standstill Arrangements. Pursuant to the Stock Purchase Agreement, Philips has agreed to a standstill agreement in which neither Philips nor any entity in which Philips has a 50% or greater ownership interest can increase Philips' aggregate voting power above the percentage controlled by Philips immediately following the closing of the purchase transaction. Notwithstanding the foregoing, Philips' percentage aggregate voting power may exceed such maximum percentage if the increase of percentage is a result of an acquisition of stock by the Issuer which, by reducing the number of shares outstanding increases the proportionate number of shares beneficially owned by Philips. Philips is also subject to limitations on the amount of and the manner in which it may dispose of the shares of Common Stock, as detailed in the Stock Purchase Agreement. 6 No Inducement of Change of Control. Philips has also agreed not to directly or indirectly initiate, induce, encourage or assist any person in any plan, proposal or other effort to purchase or offer to purchase the Issuer or control of the Issuer, or cause the sale of the Issuer or control of the Issuer in opposition to the recommendation of the majority of the Board of Directors. Such restriction shall not be deemed to restrict Philips' right to vote the shares of Common Stock otherwise permitted in the Stock Purchase Agreement. Registration Rights. The Stock Purchase Agreement provides that, upon written request of Philips, the Issuer will register the shares of Common Stock acquired by Philips in the event that the Issuer chooses not to exercise its right of first refusal. If Philips has otherwise sold shares pursuant to an unregistered offering as provided in the Stock Purchase Agreement, such purchaser may also elect to have such shares covered by the registration statement. Item 7. Material to be Filed As Exhibits. Exhibit Description II Electris Agreement III Sedifo Agreement 7 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: July 26, 1995 PHILIPS ELECTRONICS N.V., a Netherlands corporation By: /s/ J.D. Timmer Name: J.D. Timmer Title: President and Chairman of the Board of Management By: /s/ D.G. Eustace Name: D.G. Eustace Title: Executive Vice-President and member of the Board of Management i SCHEDULE I Members of the Supervisory Board NAME: F. A. Maljers Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands NAME: A. Leysen Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: Belgium NAME: F. X. Ortoli Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: France NAME: M. Kuilman Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands NAME: J.F. Bennett Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: U.S.A. NAME: P.G. Gyllenhammar Business Address: MC Securities Limited Commercial Union Tower One Undershaft London EC3A 8LH, United Kingdom Principal Occupation: Chairman Citizenship: Sweden ii NAME: W. Hilger Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: Germany NAME: G. Jeelof Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands NAME: L.C. van Wachem Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands NAME: C. J. Oort Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Retired Citizenship: The Netherlands BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE NAME: J.D. Timmer Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: President, Chairman of the Board of Management and the Group Management Committee Citizenship: The Netherlands iii NAME: F.P. Carrubba Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Executive Vice President, Member of the Board of Management and the Group Management Committee Citizenship: U.S.A. NAME: D.G. Eustace Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Executive Vice President, Member of the Board of Management and the Group Management Committee Citizenship: United Kingdom NAME: H. Bodt Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Executive Vice President, Member of the Board of Management and the Group Management Committee Citizenship: The Netherlands NAME: P.J. Everaert Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Executive Vice President, Member of the Board of Management and the Group Management Committee Citizenship: U.S.A. NAME: C. Boonstra Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Executive Vice President, Member of the Board of Management and the Group Management Committee Citizenship: The Netherlands iv NAME: W. de Kleuver Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Components Division Citizenship: The Netherlands NAME: A. M. Levy Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and President of Polygram N.V. Citizenship: France NAME: M.P. Moakley Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Medical Systems Division Citizenship: U.S.A. NAME: J.C. Tollenaar Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Sound & Vision Division Citizenship: The Netherlands NAME: K. Kennedy Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Domestic Appliances and Personal Care Division Citizenship: United Kingdom v NAME: D. J. Dunn Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Semiconductors Division Citizenship: United Kingdom NAME: J. Whybrow Business Address: Philips Electronics N.V. Groenewoudseweg 1 5621 BA Eindhoven, The Netherlands Principal Occupation: Member of the Group Management Committee and Chairman of the Lighting Division Citizenship: United Kingdom vi INDEX TO EXHIBITS Exhibit No. Exhibit Page II Electris Agreement II-1 III Sedifo Agreement III-1 EX-2 2 ELECTRIS STOCK PURCHASE AGREEMENT II-1 EXHIBIT II STOCK PURCHASE AGREEMENT Stock Purchase Agreement, dated as of June 16, 1995 (the "Agreement"), by and between Philips Electronics N.V. of Eindhoven, the Netherlands ("PENV") and Electris Finance S.A. of Luxembourg, Luxembourg ("Electris"). WHEREAS, PENV is owner of 1,388,144 shares of common stock of John Fluke Mfg. Co., Inc. of the par value of twenty-five US Dollarcents (US$ 0.25) each (the "Fluke-Shares"); WHEREAS, Electris desires to purchase and PENV desires to sell to Electris 250,000 Fluke-Shares (the "Shares"); NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein, the parties hereby agree as follows: 1. Stock Purchase Subject to the conditions contained herein, Electris hereby agrees to purchase and PENV hereby agrees to sell to Electris the Shares for an aggregate consideration of US$ 10,000,000 (ten million U.S. Dollars). The transfer of the Shares under this Agreement and the payment of the Purchase Price shall be effected between the parties hereto on June 19, 1995 (Closing Date). II-2 2. Representation and Warranties (a) PENV represents and warrants as follows: i) PENV has good and valid title to the Shares, free and clear of all claims, liens, security interests and encumbrances of any nature whatsoever; ii) PENV has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; iii) This agreement is a legally valid and binding obligation of PENV, enforceable against PENV in accordance with its terms. (b) Electris hereby represents and warrants as follows: i) Electris has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; ii) This Agreement is a legally valid and binding obligation of Electris, enforceable against Electris in accordance with its terms. 3. Conditions (a) The obligations of PENV are subject to the satisfaction on the Closing Date of the conditions that the representations and warranties made by Electris in this Agreement were true when made and shall be true as at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date. (b) The obligations of Electris are subject to the satisfaction on the Closing Date of the conditions that the representations and warranties made by PENV in the Agreement were II-3 true when made and shall be true as at the Closing Date with the same force and effects if such representations and warranties were made at and as of the Closing Date. 4. General This Agreement may not be modified except in writing document signed by both parties. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on June 16, 1995. PHILIPS ELECTRONICS N.V. ELECTRIS FINANCE S.A. EX-3 3 SEDIFO STOCK PURCHASE AGREEMENT III-1 EXHIBIT III STOCK PURCHASE AGREEMENT Stock Purchase Agreement, dated as of June 26, 1995 (the "Agreement"), by and between Electris Finance S.A. of Luxembourg, Luxembourg (EF) and Sedifo S.A. of Geneva, Switzerland (Sedifo). WHEREAS Electris Finance S.A. is owner of 250,000 shares of common stock of John Fluke Mfg. Co., Inc. of the par value of twenty-five US Dollarcents (US$ 0.25) each (the "Fluke-Shares"). WHEREAS, Sedifo desires to purchase and EF desires to sell to Sedifo 250,000 Fluke-Shares (the "Shares"). NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein, the parties hereby agree as follows: 1. STOCK PURCHASE Subject to the conditions contained herein, Sedifo hereby agrees to purchase and EF hereby agrees to sell to Sedifo the Shares for a price of US $ 41.75 per share, giving an aggregate consideration of US $ 10,437,500.-- (ten million four hundred thirty seven thousand and five hundred US Dollars). The transfer of the Shares under this Agreement shall take place on June 30, 1995 (Closing Date), whereas the payment of the Purchase Price shall be effected on July 7, 1995. 2. REPRESENTATION AND WARRANTIES a) EF represents and warrants as follows: i) EF has good and valid title to the Shares, free and clear of all claims, liens, security interests and encumbrances of any nature whatsoever, ii) EF has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, iii) This agreement is a legally valid and binding obligation of EF, enforceable against EF in accordance with its terms. III-2 b) Sedifo hereby represents and warrants as follows: i) Sedifo has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; ii) This Agreement is a legally valid and binding obligation of Sedifo, enforceable against Sedifo in accordance with its terms. 3. CONDITIONS a) The obligations of EF are subject to the satisfaction on the Closing Date of the conditions that the representations and warranties made by Sedifo in this Agreement were true when made and shall be true as at Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date. b) The obligations of Sedifo are subject to the satisfaction on the Closing Date of the conditions that the representations and warranties made by EF in the Agreement were true when made and shall be true as at the Closing Date with the same force and effects if such representations and warranties were made at and as of the Closing Date. 4. GENERAL This Agreement may not be modified except in writing document signed by both parties. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on June 26, 1995. ELECTRIS FINANCE S.A. SEDIFO S.A. -----END PRIVACY-ENHANCED MESSAGE-----