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Proc-Type: 2001,MIC-CLEAR
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SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT Note.
Schedules filed in paper format shall include a
signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued
on the following pages)
The
information required in 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 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). Unless
indicated otherwise, all items left blank remain unchanged
and any items which are reported are deemed to replace
or add to the existing items in the original Schedule
13D. All defined terms shall have the same meaning
as previously ascribed to them in the original Schedule
13D, unless otherwise noted. Item
1. Security and Issuer. Item
2. Identity and Background. Item
3. Source and Amount of Funds or Other Consideration.
Item
4. Purpose of Transaction. Item
5. Interest in Securities of the Issuer. (a)
For the purposes of Rule 13d-3 promulgated under the
Exchange Act, Emerson may be deemed to beneficially
own 26,487,134 shares of Common Stock, or approximately
51.5% of the outstanding shares of Common Stock.
For
the purposes of Rule 13d-3 promulgated under the Exchange
Act, Astec may be deemed to beneficially own 8,963,389
shares of Common Stock, or approximately 17.4% of
the outstanding shares of Common Stock. Emerson
disclaims the existence of a group (pursuant to the
Shareholder Agreement, Voting Agreement or otherwise)
and the Reporting Persons are filing this Statement
jointly pursuant to Rule 13d-1(k)(1) promulgated under
the Exchange Act. Except
as set forth in this Item 5(a), none of the Reporting
Persons, and, to the best of the knowledge of each
Reporting Person, any persons named in Schedule A
or Schedule B hereto, owns beneficially any Shares.
(b)
By virtue of the relationship set forth under Item
2 of this Statement, Emerson may be deemed to have
the sole power to vote or direct the vote and sole
power to dispose or direct the disposition of 3,036,611
shares of Common Stock held by it directly and the
shared power to direct the disposition of and vote
of the 8,963,389 shares of Common Stock held by Astec.
By
virtue of the Voting Agreement, the details of which are set forth
under Item 4 of this Statement, Emerson may be deemed to have the
shared power to vote or direct the vote of the 14,487,134 shares
of Common Stock held by the Stockholders as of August 4, 2003 for
the limited purposes described in Item 4 of this Statement. The filing
of this amendment to the original Schedule 13D is required solely
as a result of the disposition of a portion of the shares of Common
Stock held by Mr. and Mrs. Bertucci (each of whom is a Stockholder
and party to the Voting Agreement), where such dispositions are in
aggregate amount equal to approximately 1% of the outstanding Common
Stock of MKS. Astec
has the shared power to vote or direct the vote and
the shared power to dispose or direct the disposition
of the 8,963,389 shares of Common Stock held by it.
(c)
None of the Reporting Persons or any of the persons
set forth in Schedule A or Schedule B has effected
any transaction in the shares of Common Stock during
the past 60 days. Page
4 of 10 (d)
Emerson and Astec each shall be entitled to receive dividends declared
on their respective shares of Common Stock and proceeds from the sale
of the shares of Common Stock. (e)
Not applicable. Item
6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item
7. Material to be Filed as Exhibits.
WASHINGTON, DC 20549
(Rule 13d-101)
TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)1
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
55306N104
(CUSIP Number)
Harley
M. Smith
Assistant Secretary
Emerson Electric Co.
8000 W. Florissant Avenue
St. Louis, MO 63136
(314) 553-2431
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
August 4, 2003
(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
that 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 o.
1 The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
CUSIP
No. 55306N104
13D
Page
2 of 10 Pages
1
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
Emerson Electric Co.
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(b) x
3
SEC
USE ONLY
4
SOURCE
OF FUNDS*
OO, WC
5
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
State of Missouri
NUMBER
OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 7
SOLE
VOTING POWER
3,036,611
8
SHARED
VOTING POWER
23,450,523
9
SOLE
DISPOSITIVE POWER
3,036,611
10
SHARED
DISPOSITIVE POWER
8,963,389
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
26,487,134 - See Items 4 and 5
12
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES *
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5% - See Items 4 and 5
14
TYPE
OF REPORTING PERSON*
CO
CUSIP
No. 55306N104
13D
Page
3 of 10 Pages
1
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
(ENTITIES ONLY)
Astec America, Inc..
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) o
3
SEC
USE ONLY
4
SOURCE
OF FUNDS*
OO
5
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH 7
SOLE
VOTING POWER
-0-
8
SHARED
VOTING POWER
8,963,389
9
SOLE
DISPOSITIVE POWER
-0-
10
SHARED
DISPOSITIVE POWER
8,963,389
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,963,389 - See Item 5
12
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES *
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4% - See Item 5
14
TYPE
OF REPORTING PERSON*
CO
Exhibit
1:
Joint
Filing Agreement
Exhibit
2:
Agreement
and Plan of Merger with respect to the Acquisition
of the ENI Business dated as of October 30,
2001 between Emerson Electric Co. and MKS Instruments,
Inc.2
Exhibit
3:
Shareholder
Agreement dated as of January 31, 2002 among MKS
Instruments, Inc. and Emerson Electric Co.3
Exhibit
4:
Voting
Agreement dated as of October 30, 2001 between
Emerson Electric Co. and John R. Bertucci, Claire
R. Bertucci and certain other parties set forth
in Schedule 1 to such Voting Agreement.4
Exhibit
5:
Joinder
Agreement to the Voting Agreement dated as of
December 14, 2001 by Robinson Hill
L.P.5
2 Filed
as an exhibit to the Schedule 13D dated January 31,
2002.
3 Filed as an exhibit to the Schedule 13D dated January 31, 2002.
4 Filed as an exhibit to the Schedule 13D dated January 31, 2002.
5 Filed as an exhibit to the Schedule 13D dated January 31, 2002.
Page 5 of 10
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 07, 2003
EMERSON ELECTRIC CO. | ||
By: | /s/ Harley M. Smith | |
Name: Harley M. Smith | ||
Title: Assistant Secretary | ||
ASTEC AMERICA, INC. | ||
By: | /s/ Harley M. Smith | |
Name:
Harley M. Smith Title: Secretary |
Page 6 of 10
SCHEDULE A
Executive
Officers and Directors
of
Emerson Electric Co. (Emerson)
The names of the Directors and the names and titles of the Executive Officers of Emerson Electric Co. are set forth below. If no business address is given, the directors or officers business address is 8000 W. Florissant Avenue, St. Louis, MO 63136. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
Directors | |
Present Principal Occupation | |
Name and Business Address | Including Name of Employer |
J.G. Berges | President of Emerson |
L.L. Browning, Jr. | Retired |
A.A. Busch III | Chairman of the Board and President of Anheuser- |
Anheuser-Busch Companies, Inc. | Busch Companies, Inc. |
One Busch Place | |
St. Louis, MO 63118 | |
D.N. Farr | Chief Executive Officer of Emerson |
C. Fernandez G. | Vice Chairman of the Board and Chief Executive |
Grupo Modelo, S.A. de C.V. | Officer of Grupo Modelo, S.A. de C.V. |
Campos Eliseos No. 400, Piso 18 | |
Lomas de Chapultepec | |
11000 Mexico, D.F. | |
Citizenship: Mexico | |
W.J. Galvin | Executive Vice President and Chief Financial Officer |
of Emerson | |
A.F. Golden | Partner of Davis Polk & Wardwell |
Davis Polk & Wardwell | |
450 Lexington Avenue | |
New York, NY 10017 | |
R.B. Horton | Retired |
Stoke Abbas | |
South Stoke | |
Oxfordshire RG8 OJT | |
Citizenship: United Kingdom | |
Page 7 of 10
Present Principal Occupation | |
Name and Business Address | Including Name of Employer |
C.F. Knight | Chairman of the Board of Emerson |
G.A. Lodge | President of InnoCal Management, Inc. |
InnoCal Management, Inc. | |
Park 80 West/Plaza One | |
Saddle Brook, NJ 07662 | |
V.R. Loucks, Jr. | Retired |
1101 Skokie Blvd. | |
Suite 240 | |
North Brook, IL 60062 | |
J.B. Menzer | President and Chief Executive Officer of Wal-Mart |
Wal-Mart International | International. |
702 S.W. 8th Street | |
Mail Station 0130 | |
Bentonville, AK 72716 | |
C.A. Peters | Senior Executive Vice President of Emerson |
J.W. Prueher | Retired |
4007 Atlantic Avenue | |
Virginia Beach, VA 23451 | |
R.L. Ridgway | Retired |
E.E. Whitacre, Jr. | Chairman and Chief Executive Officer of SBC |
SBC Communications, Inc. | Communications Inc. |
175 E. Houston, Ste. 1300 | |
San Antonio, TX 78205 |
Executive Officers (who are not also Directors) |
W. Wayne Withers | Senior Vice President, Secretary and General |
Counsel of Emerson | |
E.L. Monser | Chief Operating Officer of Emerson |
Page 8 of 10
SCHEDULE B
Executive
Officers and Directors
of
Astec America, Inc.
The names of the Directors and the names and titles of the Executive Officers of Astec America are set forth below. If no business address is given, the directors or officers business address is 5810 Van Allen Way, Carlsbad, California 92008. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
Directors | |
Present Principal Occupation | |
Name and Business Address | Including Name of Employer |
J.L. Geldmacher | President of Astec America |
W. Hartleb | Director Receivables Management, Astec America |
T.C. Rosenast | Treasurer of Astec America |
Executive Officers (who are not also Directors) | |
Not applicable |
Page 9 of 10
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, no par value, of MKS Instruments, Inc., a Massachusetts corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this August 7, 2003.
This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
EMERSON ELECTRIC CO. | ||
By: | /s/ Harley M. Smith | |
Name: Harley M. Smith | ||
Title: Assistant Secretary | ||
ASTEC AMERICA, INC. | ||
By: | /s/ Harley M. Smith | |
Name:
Harley M. Smith Title: Secretary |
Page 10 of 10 |