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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 1999
DUPONT PHOTOMASKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-20839 74-2238819
(Commission File Number) (IRS Employer Identification No.)
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131 Old Settlers Boulevard
Round Rock, Texas 78664
(Address of principal executive office, including zip code)
(512) 310-6500
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Filed as an exhibit hereto is the registrant's press release, dated
February 18, 1999, announcing that the registrant intends to raise net
proceeds of approximately $98 million (excluding any over-allotments) through
a private offering of convertible subordinated notes.
Also filed as an exhibit hereto is the registrant's press release,
dated February 18, 1999, announcing that the registrant has filed a
registration statement with the Securities and Exchange Commission for a
secondary public offering of 2.0 million shares of its common stock by its
principal stockholder, E. I. du Pont de Nemours and Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated February 18, 1999 related to the private
offering of convertible subordinated notes.
99.2 Press release dated February 18, 1999 related to the public
offering of 2.0 million shares of common stock.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DuPont Photomasks, Inc.
By: /s/ John M. Lynn
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John M. Lynn
Executive Vice President,
General Counsel and Secretary
DATE: February 18, 1999
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EXHIBIT INDEX
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Number Description
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<S> <C>
99.1 Press release dated February 18, 1999
99.2 Press release dated February 18, 1999
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Exhibit 99.1
DUPONT PHOTOMASKS ANNOUNCES PROPOSED PRIVATE OFFERING
OF CONVERTIBLE SUBORDINATED NOTES
CONTACT:
Tom Blake
DuPont Photomasks, Inc.
512-310-6562
or
Shellie M. Roth
Investor Relations Partners, Inc.
973-535-8389
ROUND ROCK, TX -- FEBRUARY 18, 1999
DuPont Photomasks, Inc. (NASDAQ: DPMI), more commonly referred to as DPI,
announced that it intends to raise approximately $98 million in net proceeds
through a private offering to institutional investors of convertible
subordinated notes due 2003. The subordinated notes will be convertible into
shares of DPI common stock. DPI's obligations under the notes will be
guaranteed by E.I. du Pont de Nemours and Company (NYSE: DD). The offering
and other specific terms of the notes will be determined by market
conditions.
The proceeds of the anticipated offering will be used to repay indebtedness
under DPI's credit agreement with E.I. du Pont de Nemours and Company and for
general corporate purposes, including potential acquisitions, working capital
and capital expenditures.
This news release does not constitute an offer to sell or the solicitation of
an offer to buy the securities. Any offers of these securities will be made
only by a private offering memorandum. The securities to be offered will not
be registered under the Securities Act of 1933, as amended, or applicable
state securities laws, and may not be offered or sold in the United States
absent registration under the Securities Act and applicable state securities
laws or available exemptions from the registration requirements.
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Exhibit 99.2
DUPONT PHOTOMASKS ANNOUNCES PROPOSED SECONDARY PUBLIC
OFFERING OF COMMON STOCK
CONTACT:
Tom Blake
DuPont Photomasks, Inc.
512-310-6562
or
Shellie M. Roth
Investor Relations Partners, Inc.
973-535-8389
ROUND ROCK, TX -- February 18, 1999
DuPont Photomasks, Inc. (NASDAQ: DPMI), more commonly referred to as DPI,
today announced that it has filed a registration statement with the
Securities and Exchange Commission for a secondary public offering of 2.0
million shares of its common stock. The shares are being offered by DPI's
principal stockholder, E.I. du Pont de Nemours and Company (NYSE: DD) as part
of its previously announced intention to reduce its ownership interest in
DPI. In addition, DuPont has agreed to sell an additional 300,000 shares to
cover any over-allotments.
DPI will not receive any proceeds from the offering.
The managing underwriters for the offering are Morgan Stanley Dean Witter,
Credit Suisse First Boston, Donaldson, Lufkin & Jenrette, NationsBanc
Montgomery Securities LLC and Needham & Company, Inc.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission, but has not yet become effective. These
securities may not be sold, nor may offers to buy be accepted, prior to the
time the registration statement becomes effective. This announcement is
neither an offer to sell nor a solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state. The offer will be made only by means
of a prospectus, written copies of which may be obtained, when available, by
contacting Morgan Stanley Dean Witter, 1585 Broadway, New York, NY
10036-8293, (212) 761-4000.
Based on sales, DPI is one of the world's largest photomask manufacturers,
operating globally from 11 strategically located facilities in North America,
Europe and Asia. The company produces and supplies photomasks as well as
photoblanks (photomask substrates) and pellicles (protective covers for
photomasks). DPI is headquartered in Round Rock, Texas, and had worldwide
sales in fiscal 1998 of over $270 million.
