SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities Exchange Act of 1934
DuPont Photomasks, Inc.
Common Stock, par value $0.01
(Title of Class of Securities)
26613X 10 1
(CUSIP Number)
John W. Keiter, Esq.
E. I. du Pont de Nemours and Company
1007 Market St.
Wilmington, DE 19898
(302) 774-4103
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 1996
(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 [X]. (A fee is not required only if the reporting
person: (1) has a pervious statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*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 disclosures
provided in a prior cover page.
The information required on 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).
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This Schedule 13D is filed pursuant to Rule 13d-1 of the
Rules and Regulations under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") by E. I. du Pont de Nemours and
Company, a Delaware corporation ("DuPont") and by Du Pont
Chemical and Energy Operations, Inc., a Delaware corporation and
wholly owned subsidiary of DuPont ("DCEO"), with respect to the
common stock of DuPont Photomasks, Inc., a Delaware corporation
("DPI"or the "Issuer"):
Item 1. Security and Issues.
This Schedule 13D relates to the Common Stock, par value
$0.01 per share ("Common Stock"), of DPI. The principal
executive offices of DPI are located at 100 Texas Avenue, Round
Rock, Texas 78664.
Item 2. Identity and Background
This Schedule 13D is filed by DuPont and by DCEO. The
principal executive offices of both corporations are located at
1007 Market Street, Wilmington, Delaware 19898.
DuPont is one of the two largest United States chemical
producers and is one of the leading chemical producers
worldwide. It conducts fully integrated petroleum operations
primarily through its wholly owned subsidiary Conoco Inc. and,
in 1994, ranked eighth in the worldwide production of petroleum
liquids by U.S.-based companies, tenth in the production of
natural gas, and sixth in refining capacity. Conoco Inc. and
other subsidiaries and affiliates of DuPont conduct exploration,
production, mining, manufacturing or selling activities, and
some are distributors of products manufactured by DuPont.
DuPont operates globally through approximately twenty strategic
business units. Within the strategic business units
approximately 85 businesses manufacture and sell a wide range of
products to many different markets, including the energy,
transportation, textile, construction, automotive, agricultural,
printing, health care, packaging and electronics markets.
DuPont and its subsidiaries have operations in about 70 nations
worldwide and, as a result, approximately 50% of consolidated
sales are derived from sales outside the United States, based on
the location of the corporate unit making the sale. Total
worldwide employment at year-end 1995 was about 105,000 people.
DCEO was incorporated in Delaware in 1988 and is limited
by its certificate of incorporation to the making, maintenance
and management of its intangible investments and the collection
and distribution of the income from such investments. DCEO is a
wholly owned subsidiary of DuPont.
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Information concerning the directors and executive
officers of DuPont and DCEO is contained in Schedule A attached
hereto.
During the last five years, none of DuPont or DCEO nor,
to the best knowledge of DuPont and DCEO, any director or
executive officer of DuPont or DCEO has been (i) convicted in a
criminal proceeding or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding has been or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds Other Consideration.
Not applicable. See Items 4 and 5.
Item 4. Purpose of Transaction.
Until June 19, 1996, DCEO owned 100 percent of the
issued and outstanding stock of the Issuer consisting of
10,500,000 shares of Common Stock. On that date an additional
4,000,000 shares of Common Stock was offered to the public in an
Initial Public Offering (the "Offering"). At the completion of
the Offering the 10,500,000 shares owned by DCEO amounted to
approximately 72 percent of the total of 14,500,000 issued and
outstanding Common Stock of the Issuer. That share will fall to
approximately 70 percent if the Underwriter's overallotment
option on an additional 600,000 shares is exercised in full.
Such option is exercisable by the Underwriters for a period of
thirty days from the date of the Offering. The Underwriters are
Morgan Stanley & Co., Cowen & Company and Needham & Company,
Inc.
(a) DuPont has advised the Issuer that it expects to
reduce its ownership interest in the Issuer over time, subject
to prevailing market and other conditions. It does not,
however, have a specific plan as to the timing or amount of such
reduction.
(b-j) Not applicable.
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of June 19, 1996, DCEO directly owns
10,500,000 shares of Common Stock of the Issuer. Such shares
constitute approximately 72 percent of the total number of
shares of Common Stock outstanding as of such date.
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Except as described below, no director or executive
officer of DuPont or DCEO beneficially owns any shares of Common
Stock of the Issuer. As of June 19, 1996, Charles O. Holliday,
Executive Vice President of DuPont and John C. Sargent,
President of DCEO, beneficially owned 1,000 shares and 300
shares of Common Stock, respectively.
(c) On May 14, 1996, DCEO's ownership of Common Stock of
the Issuer was increased from 9,500,000 to 10,500,000 shares by
the issuance of 1,000,000 shares to it at par value ($0.01).
The 1,000,000 shares were paid for by a reduction of the balance
owed on a Master Note by the Issuer to DCEO. DCEO's percentage
of ownership of the Issuer was 100 percent before and after the
transaction.
(d) No person other than DCEO and DuPont has the right
to receive or the power to direct receipt of dividends from, or
the proceeds from the sale of, the Common Stock of the Issuer.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships With Respect to Securities of the Issuer.
In addition to the overallotment option held by the
Underwriter (described in Item 4, above), the Issuer and DCEO
have each agreed they will not for a period of 180 days from the
date of the Offering, without the prior written consent of the
Underwriters, offer, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any shares of
Common Stock of the Issuer or enter into any swap or other
arrangement that transfers to another party, in whole or in
part, any of the economic consequences of ownership of the
Common Stock.
DCEO has entered into a Registration Rights Agreement
dated December 31, 1995 (the "Registration Rights Agreement")
with the Issuer under which it and its assignees will be
entitled to certain rights with respect to the registration
under the Securities Act of shares of Common Stock they hold.
Subject to certain limitations (including a minimum registration
of over 1,000,000 shares), each of DCEO and its assignees has
the right to require the Issuer to register the sale of all or
part of the shares it holds under the Securities Act (a "demand
registration"). DCEO and its assignees, in the aggregate, are
entitled to request up to five demand registrations and each is
also entitled to include the shares of Common Stock it holds in
a registered offering of securities by the Issuer for its own
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account, subject to certain conditions and restrictions. The
Issuer will pay all expenses associated with a registration of
shares of Common Stock by DCEO and its assignees pursuant to the
Registration Rights Agreement, other than underwriting discounts
and commissions, their out-of-pocket expenses or underwriters'
counsel fees and disbursements, if any, relating to such shares.
In addition, the Registration Rights Agreement contains certain
indemnification provisions (i) by the Issuer for the benefit of
DCEO and its assignees as well as any potential underwriter and
(ii) by DCEO and its assignees for the benefit of the Issuer and
related persons. DCEO and its assignees may transfer their
registration rights under the Registration Rights Agreement
without the prior approval of the Issuer. The Registration
Rights Agreement also provides that while DCEO owns 50% or more
of the Issuer's Common Stock, the Issuer may not grant
registration rights to any other person without DCEO's prior
consent. DCEO has no current intention to exercise its
registration rights under the Registration Rights Agreement.
Except for the foregoing agreements, there are no other
contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named in Item 2 and between such
persons and any person with respect to any securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
The following agreements are filed as an exhibit to this
Schedule 13D.
A. Agreement dated June 10, 1996, between DuPont and
DCEO in which both agree that this Schedule is filed
on behalf of both of them.
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SIGNATURE
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.
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ C. L. HENRY
---------------------------------
Charles L. Henry
Executive Vice President
DUPONT CHEMICAL AND ENERGY
OPERATIONS, INC.
By: /s/ JOHN C. SARGENT
---------------------------------
John C. Sargent
President
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SCHEDULE A
1. Set forth below are the name, address and present
principal occupation or employment with E. I. du Pont de Nemours
and Company of each director and executive officer. With the
exception of Percy N. Barnevik, who is a Swedish Citizen, each
person listed below is a citizen of the United States of
America.
NAME AND ADDRESS POSITION
Directors:
Percy N. Barnevik Chairman and Chief Executive
ABB Asea Brown Boveri Ltd. Officer
P.O. Box 8131 ABB Asea Brown Boveri Ltd.
CH-8050
Zurich Switzerland
Andrew F. Brimmer President and Director
Brimmer & Company, Inc. Brimmer & Company, Inc.
4400 MacArthur Blvd., NW
Suite 302
Washington, DC 20007
Louisa C. Duemling Director
c/o John Thayer
1100 DuPont Building
1007 Market Street
Wilmington, DE 19898
Archie W. Dunham* Director
Conoco Inc.
PE-3034
600 North Dairy Ashford
Houston, TX 77079
Edward B. du Pont Director
1011 Wilmington Trust Center
Wilmington, DE 19801
Charles M. Harper Director
Suite 1500
One Central Park Plaza
Omaha, NE 68102
- --------------------
*Also President and Chief Executive Officer of Conoco, Inc. and
an Executive Officer of DuPont
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NAME AND ADDRESS POSITION
Directors:
Lois D. Juliber President
Colgate-Palmolive Colgate-Palmolive
300 Park Avenue North America
New York, NY 10022 Colgate-Palmolive Company
John A. Krol * Director
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
William K. Reilly Visiting Professor
Institute for International Stanford University
Studies
Encina Hall, Room 200
Stanford University
Stanford, CA 91305-6055
H. Rodney Sharp, III Director
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
Charles M. Vest President
111 Memorial Drive Massachusetts Institute of
Cambridge, MA 02142 Technology
Edgar S. Woolard, Jr. Chairman of the Board
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
Executive Officers
Jerald A. Blumberg Executive Vice President
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
- --------------------
* Also President and Chief Executive Officer of DuPont
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NAME AND ADDRESS POSITION
Executive Officers
Archie W. Dunham Executive Vice President
Conoco Inc.
PE-3034
600 N. Dairy Ashford
Houston, TX 77079
Gary W. Edwards Senior Vice President
Conoco Inc.
PE-3052
600 N. Dairy Ashford
Houston, TX 77079
Michael B. Emery Senior Vice President
DuPont Integrated Operations
B-8235
1007 Market Street
Wilmington, DE 19898
Charles L. Henry Executive Vice President
DuPont Finance
D-8000
1007 Market Street
Wilmington, DE 19898
Charles O. Holliday, Jr. Executive Vice President
DuPont Asia Pacific
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
John A. Krol President and CEO
Administration
9000 DuPont Building
1007 Market Street
Wilmington, DE 19898
Robert E. McKee, III Senior Vice President
Conoco Inc.
PE-3070
600 N. Dairy Ashford
Houston, TX 77079
Joseph A. Miller Senior Vice President
DuPont Research and
Development
E-328/411
Rt. 141 and Henry Clay
Wilmington, DE 19880
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NAME AND ADDRESS POSITION
Executive Officers
Stacey J. Mobley Senior Vice President
DuPont External Affairs
N-9510
1007 Market Street
Wilmington, DE 19898
Howard J. Rudge Senior Vice President and
DuPont Legal General Counsel
D-7038
1007 Market Street
Wilmington, DE 19898
2. Set forth below are the name, address and principal
occupation or employment with DuPont Chemical and Energy
Operations, Inc. of each director and executive officer. With
the exception of Mireille J. Quirina, who is a French citizen,
each person listed below is a citizen of the United States of
America.
NAME AND ADDRESS POSITION
John C. Sargent President and Director
8045 DuPont Building
1007 Market Street
Wilmington, DE 19898
Charles L. Downing Vice President, Treasurer and
8045 DuPont Building Director
1007 Market Street
Wilmington, DE 19898
E. Catherine Stump Director
8045 DuPont Building
1007 Market Street
Wilmington, DE 19898
Mireille J. Quirina Vice President
2, Chemin du Pavillon
P.O. Box 50
Ch-1218 Le Grand Saconnex
Geneva, Switzerland
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EXHIBIT A
AGREEMENT
By this Agreement, the undersigned agree that this
Schedule 13D being filed on or about this date with respect to
the ownership by the undersigned of shares of Common Stock of
DuPont Photomasks, Inc. is being filed on behalf of each of us.
Dated: JUNE 14, 1996
E. I. DU PONT DE NEMOURS AND COMPANY
By: /s/ C. L. HENRY
---------------------------------
Charles L. Henry
Executive Vice President
DUPONT CHEMICAL AND ENERGY
OPERATIONS, INC.
By: /s/ JOHN C. SARGENT
---------------------------------
John C. Sargent
President
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