-----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, TNFCE89dVt29TgnioIbZmoon+fX9wkl+r5QToStuTmDELDMQ/Anl9V4y+RuvXVu7 JKtdO34VL349bvL5fHutvQ== 0000891836-96-000006.txt : 19960117 0000891836-96-000006.hdr.sgml : 19960117 ACCESSION NUMBER: 0000891836-96-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960116 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: 96503882 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. 2 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) December 15, 1995 (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
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 7 SOLE VOTING POWER 888,144 8 SHARED VOTING POWER NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 888,144 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 888,144 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% 14 TYPE OF REPORTING PERSON* 00
3 Item 1. Security and Issuer. This Amendment No. 2, dated December 29, 1995 (this "Amendment"), to the Statement on Schedule 13D, dated June 9, 1993 (the "Original Statement"), as amended, 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 information set forth herein amends and supplements the information set forth in the Original Statement, as amended. The address of the principal executive offices of the Issuer are located at 6920 Seaway Boulevard, Everett, Washington 98203. 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. The directors currently designated by Philips, 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 resigning 4 from the Board of Directors of the Issuer effective January 15, 1996. Philips is satisfied to be a passive investor and no longer wishes to exercise its right under the Stock Purchase Agreement to nominate directors to the Issuer's Board of Directors. Item 5. Interest in Securities of the Issuer. (a) and (b). Philips beneficially owns 888,144 shares (11.0%) of the Common Stock of the Issuer. Philips is deemed to have sole voting and dispositive power over 888,144 shares of such Common Stock. (c). Pursuant to the Stock Purchase Agreement, dated as of August 18, 1995 (the "August 1995 Electris Agreement"), by and between Philips and Electris Finance, S.A., a Luxembourg company and wholly owned subsidiary of Philips ("Electris"), on August 18, 1995 Philips sold 250,000 shares of Common Stock to Electris for $9.75 million ($39 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 August 1995 Electris Agreement is attached hereto as Exhibit IV and is incorporated by reference herein. On September 13, 1995, Electris sold 500 shares in an open market transaction for $20,062.50 ($40.125 per share). On September 19, 1995, Electris sold an additional 500 shares in an open market transaction for $20,187.50 ($40.375 per share). Pursuant to the Stock Purchase Agreement, dated as of October 2, 1995 (the "October 1995 Agreement"), by and between Electris and Technoventures Holding S.A., a Luxembourg company ("Technoventures "), on October 4, 1995 Electris sold 50,000 shares of Common Stock to Technoventures for approximately $1.95 million ($39 per share). A copy of the October 1995 Agreement is attached hereto as Exhibit V and is incorporated by reference herein. Pursuant to the Stock Purchase Agreement, dated as of December 11, 1995 (the "December 1995 Agreement"), by and between Electris and Technoventures, on December 15, 1995 Electris sold 199,000 shares of Common Stock to Technoventures for approximately $6,492,375 ($32.625 per share). A copy of the December 1995 Agreement is attached hereto as Exhibit VI and is incorporated by reference herein. Item 7. Material to be Filed As Exhibits. Exhibit Description IV August 1995 Electris Agreement V October 1995 Agreement VI December 1995 Agreement 5 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 15, 1995 PHILIPS ELECTRONICS N.V., a Netherlands corporation By:/s/ J.A. Rutgers Name: J.A. Rutgers Title: General Secretary 6 INDEX TO EXHIBITS Exhibit No. Exhibit Page IV August 1995 Electris Agreement IV-1 V October 1995 Agreement V-1 VI December 1995 Agreement VI-1 EX-99 2 EXHIBIT IV - AUGUST 1995 ELECTRIS AGREEMENT 1 1 EXHIBIT IV STOCK PURCHASE AGREEMENT Stock Purchase Agreement, dated as of August 18, 1995 (the "Agreement"), by and between Philips Electronics N.V. of Eindhoven, the Netherlands ("PENV") and Electris Finance S.A. of Luxembourg, Luxembourg ("Electris"). WHEREAS PENV is owner of 1,138,144 shares of common stock of John Fluke Mfg. Co., Inc. of the par value of twenty-five US Dollarcents (US$ 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 $9,750,000.=(nine million seven hundred and fifty thousand US Dollars). The transfer of the Shares under this Agreement and the payment of the Purchase Price shall be effected between the parties hereto on August 25, 1995 (Closing Date). 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. 2 (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 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 August 18, 1995. PHILIPS ELECTRONICS N.V. ELECTRIS FINANCE S.A. EX-99 3 EXHIBIT V - OCTOBER 1995 STOCK PURCHASE AGR. 1 1 EXHIBIT V STOCK PURCHASE AGREEMENT Stock Purchase Agreement, dated as of October 2, 1995 (the "Agreement") by and between Electris Finance S.A. of Luxembourg ("EF") and Technoventures Holding S.A. of Luxembourg ("TV") WHEREAS EF is owner of 249,000 shares of common stock of John Fluke Mfg. Co., Inc. of the par value of twenty-five US Dollarcents (US $.025) each (the "Fluke-Shares"); WHEREAS, TV desires to purchase and EF desires to sell to Electris 50,000 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, TV hereby agrees to purchase and EF hereby agrees to sell to TV the Shares for an aggregate consideration of US $1,950,000. -- (in words one million hundred fifty thousand US Dollars). The transfer of the shares under this Agreement and the payment of the Purchase Price shall be effected between the parties hereto on October 4, 1995 (Closing Date). 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. 2 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. b) TV hereby represents and warrants as follows: i) TV 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 TV, enforceable against TV 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 TV 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 TV 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 October 2, 1995. TECHNOVENTURES HOLDING S.A. ELECTRIS FINANCE S.A. EX-99 4 EXHIBIT VI - DECEMBER 11, 1995 STOCK PURCHASE AGR. 1 1 EXHIBIT VI STOCK PURCHASE AGREEMENT Stock Purchase Agreement, dated as of December 11, 1995 (the "Agreement") by and between Electris Finance S.A. of Luxembourg ("EF") and Technoventures Holding S.A. of Luxembourg ("TV") WHEREAS EF is owner of 199,000 shares of common stock of John Fluke Mfg. Co., Inc. of the par value of twenty-five US Dollarcents (US $.025) each (the "Fluke-Shares"); WHEREAS, TV desires to purchase and EF desires to sell to Electris 199,000 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, TV hereby agrees to purchase and EF hereby agrees to sell to TV the Shares for an aggregate consideration of US $6,492,375. -- (in words six million four hundred ninety two thousand three hundred seventy five US Dollars). The transfer of the shares under this Agreement and the payment of the Purchase Price shall be effected between the parties hereto on December 15, 1995 (Closing Date). 2 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. b) TV hereby represents and warrants as follows: i) TV 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 TV, enforceable against TV 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 TV 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 TV 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 a) This Agreement may not be modified except in writing document signed by both parties. 3 b) EF has the right to purchase back during the year 1996 the remaining shares mentioned in this contract as well as those mentioned in the contract of October 2, 1995 at a price equal to the original selling prices or at lower market price. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on December 11, 1995. TECHNOVENTURES HOLDING S.A. ELECTRIS FINANCE S.A. -----END PRIVACY-ENHANCED MESSAGE-----