SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Materials
Rule 14a-6(e)(2))
Watkins-Johnson Company
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
<PAGE>
For Further Information:
Media: George Sard (Sard Verbinnen & Co) 212-687-8080
Judy Brennan
Investor Contact: Frank E. Emery (Watkins-Johnson) 650-813-2752
For release at 8:00 a.m. Eastern Time, Monday, May 3, 1999
WATKINS-JOHNSON TO SELL SEMICONDUCTOR EQUIPMENT BUSINESS
TO SILICON VALLEY GROUP
Sale Would Complete Disposition of Entire Semiconductor Equipment Group;
Underscores Management's Commitment to Maximizing Shareholder Value
PALO ALTO, Calif. May 3, 1999 -- Watkins-Johnson (NYSE: WJ), a high technology
company in wireless communications and semiconductor equipment, announced today
that it has signed a definitive agreement to sell its Semiconductor Equipment
Group (SEG) to Silicon Valley Group (NASDAQ: SVGI) for a total value, including
retained receivables, exceeding $50 million. This value includes approximately
$20 million of WJ's long-term debt to be assumed by Silicon Valley Group.
Under its agreement with Silicon Valley Group, Watkins-Johnson is selling its
semiconductor equipment business associated with the atmospheric pressure
chemical vapor deposition products (APCVD) and related real estate. The $20
million in debt secures the land, building and equipment in Kawasaki, Japan. The
sale is expected to be completed by the end of June 1999 and is subject to
satisfaction of customary closing conditions, including compliance with
Hart-Scott-Rodino.
Watkins-Johnson previously sold a portion of its SEG assets - high-density
plasma chemical-vapor-deposition equipment and its associated intellectual
property assets - to Applied Materials (NASDAQ: AMAT). The March 29, 1999 sale
generated a $9 million second-quarter 1999 gain for Watkins-Johnson.
"We are pleased with the total value for our semiconductor equipment business
that we will attain with the close of this transaction," said W. Keith Kennedy,
president and chief executive officer of Watkins-Johnson. "These two
transactions underscore our
-more-
<PAGE>
Watkins-Johnson Company, page 2
commitment to maximizing value for Watkins-Johnson shareowners by pursuing the
sale of Watkins-Johnson as a whole or as separate businesses."
On March 1, 1999, the Watkins-Johnson announced the Board of Director's
conclusion that the best course of action for shareowners was to pursue the sale
of the company. The Board based its decision on an analysis conducted by the
company's investment advisor, CIBC Oppenheimer, to review all of the potential
strategic alternatives to pursue its own long-term business plan. The company
cautioned that there can be no assurance that the sale process will be
successfully completed.
Watkins-Johnson Company specializes in two high-technology business areas. WJ's
wireless-communications units produce radio-frequency components, subassemblies
and equipment for fixed and mobile networks worldwide. The company's
Semiconductor Equipment Group produces atmospheric pressure chemical vapor
deposition systems for high-volume integrated-circuit manufacturing. For more
information, visit http://www.wj.com.
This news release, other than the historical financial information, consists of
forward-looking statements that involve risks and uncertainties, including the
risks of failing to close the sale of SEG APCVD business, of the sale of the
company's Wireless Communications Segment or its other assets, and the other
risks detailed from time to time in the company's SEC reports, including the
report on Form 10-K for the year ended December 31, 1998. Actual results may
vary materially.
# # #
