<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
Agilent Technologies, Inc.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------------------------------
(Title of Class of Securities)
00846U 10 1
------------------------------------------------------------------------------
(CUSIP Number)
June 2, 2000
------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
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.
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 ("Act") 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).
Page 1 of 4 pages
<PAGE>
-------------------------- -----------------
CUSIP No. 00486U 10 1 Page 2 of 4 Pages
-------------------------- -----------------
----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
The David and Lucile Packard Foundation, 94-2278431
----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
----------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
----------------------------------------------------------------------
5 SOLE VOTING POWER
38,927,525
-------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH -------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH:
38,927,525
-------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
38,927,525
----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [_]
----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6
----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
----------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 pages
<PAGE>
Item 1.
(a) Name of Issuer: Agilent Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices: 395 Page Mill Road,
Palo Alto, CA 94306
Item 2.
(a) Name of Person Filing: The David and Lucile Packard Foundation
(b) Address of Principal Business Office or, if none, Residence: 300
Second Street, Suite 200, Los Altos, CA 94022
(c) Citizenship: California
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 00486U 10 1
Item 3. If this statement is filed pursuant to (S)240.13d-1(b) or (S)240.13d-
2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act.
(b) [_] Bank as defined in section 3(a)(6) of the Act.
(c) [_] Insurance company as defined in section 3(a)(19) of the Act.
(d) [_] Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) [_] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G);
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940;
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 38,927,525 shares
(b) Percent of class: Approximately 8.6
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 38,927,525
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
38,927,525
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [_].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Page 3 of 4 pages
<PAGE>
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
June 6, 2000
----------------------------------------------
Date
/s/ George A. Vera
----------------------------------------------
Signature
George A. Vera/Chief Financial Officer
----------------------------------------------
Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
Page 4 of 4 pages
