SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
FEI COMPANY
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
30241L109
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(CUSIP Number)
Neil T. Anderson
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 19, 1999
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(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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
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CUSIP NO. 30241L109 PAGE 2 OF 14 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Koninklijke Philips Electronics N.V. (Royal Philips Electronics)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
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7. SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 13,986,691*
BENEFICIALLY -----------------------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER 0
EACH -----------------------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER 13,986,691*
PERSON WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 13,986,691*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0%*
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14. TYPE OF REPORTING PERSON CO
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* See Items 3, 4 and 5.
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CUSIP NO. 30241L109 PAGE 3 OF 14 PAGES
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philips Business Electronics International B.V.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands
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7. SOLE VOTING POWER 0
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 13,986,691*
BENEFICIALLY -----------------------------------------------------------
OWNED BY 9. SOLE DISPOSITIVE POWER 0
EACH -----------------------------------------------------------
REPORTING 10. SHARED DISPOSITIVE POWER 13,986,691*
PERSON WITH
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 13,986,691*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.0%*
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14. TYPE OF REPORTING PERSON CO
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* See Items 3, 4 and 5.
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This Amendment No. 2 to Schedule 13D relates to the Schedule 13D filed
on March 1, 1997, as amended by Amendment No. 1 thereto filed on December 15,
1998, with respect to the Common Stock of FEI Company (the "Issuer") by
Koninklijke Philips Electronics N.V., a Netherlands corporation ("Philips"), and
Philips Business Electronics International B.V. ("PBE" and, together with
Philips, the "Reporting Persons"), a Netherlands corporation and a wholly owned
subsidiary of Philips, formerly known as Philips Industrial Electronics
International B.V.
Item 2. Identity and Background.
Item 2 is hereby amended in its entirety as follows:
(a)-(c); (f).
Attached as Schedule I hereto and incorporated by reference herein is a
list of the members of the Supervisory Board and the members of the Board of
Management and the Group Management Committee of Philips, and the directors and
executive officers of PBE. Schedule I sets forth each of such persons' name,
business address, present principal occupation or employment and citizenship,
and the name, principal business and address of the corporation or other
organization in which such employment is conducted.
(d);(e). During the last five years, neither Philips nor PBE, nor, to
the best knowledge of the Reporting Persons, any of the directors or executive
officers of Philips or PBE has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was 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 or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
On March 30, 2000, PBE purchased 5,000 shares of Common Stock from the
Issuer at a purchase price of $28.8438 per share. The cash used to purchase such
shares was made available to PBE from Philips out of Philips' working capital.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended in its entirety as follows:
The Reporting Persons' current intention, which is subject to change,
is that PBE will at least acquire the number of shares of Common Stock of the
Issuer, which would be sufficient to maintain its majority ownership of the
Issuer's Common Stock. As of the date of this Statement,
(Page 4 of 14 Pages)
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other than as described above and in Item 6, neither of the Reporting Persons
has any plans or proposals with respect to the Issuer which relate to or would
result in their acquisition of additional Common Stock or any of the other
events described in Item 4(a) through 4(j).
Each Reporting Person is expected to evaluate on an ongoing basis the
Issuer's financial condition and prospects and its interests in and intentions
with respect to the Issuer. Accordingly, each Reporting Person may change its
plans at any time and from time to time. In particular, each Reporting Person
may at any time and from time to time acquire or dispose of shares of Common
Stock. To the knowledge of the Reporting Persons, each of the persons listed on
Schedule I hereto may make a similar evaluation and may make similar changes.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended in its entirety as follows:
(a), (b). According to information provided to the Reporting Persons by
the Issuer, the number of shares of Common Stock of the Issuer outstanding on
April 6, 2000 was 27,952,591. Rows 7-11 and 13 of the cover pages to this
Schedule are hereby incorporated by reference. To the best knowledge of the
Reporting Persons, no other person named in Item 2 is the beneficial owner of
any shares of Common Stock of the Issuer.
(c). On March 30, 2000 PBE purchased 5,000 shares of Common Stock from
the Issuer at a purchase price of $28.8438 per share.
On March 30, 2000 PBE was issued 76,489 shares of Common Stock by the
Issuer without additional consideration in accordance with the terms and
conditions of the Combination Agreement.
On February 22, 2000 PBE was issued 49,480 shares of Common Stock by
the Issuer without additional consideration in accordance with the terms and
conditions of the Combination Agreement.
On August 19, 1999 PBE purchased 3,913,299 shares of Common Stock from
the Issuer at a purchase price of $8.02 per share in accordance with the terms
and conditions of the Stock Purchase Agreement dated December 8, 1998 between
PBE and the Issuer.
(d), (e). Not applicable.
Item 6. Contracts, Arrangement, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 is hereby amended in its entirety as follows:
Pursuant to a Combination Agreement, dated November 15, 1996, by and
among PBE, the Issuer and Philips, PBE has the right to receive from the Issuer
from time to time, without the
(Page 5 of 14 Pages)
<PAGE>
payment of any additional consideration, additional shares of Common Stock when
options, warrants, convertible securities or other rights to acquire shares of
Common Stock outstanding (or issuable without further action by the Issuer's
board of directors) as of February 21, 1997 are exercised or converted. For each
share of Common Stock issued upon such exercise or conversion, PBE is entitled
to receive 1.222 shares of Common Stock from the Issuer. On February 21, 1997,
1,576,826 shares of Common Stock were so issuable pursuant to the Combination
Agreement. As of the date hereof, the Issuer has issued to PBE 339,585 shares of
Common Stock, and, to the knowledge of PBE, options representing approximately
104,631 shares of Common Stock have expired unexercised and approximately
1,109,382 shares of Common Stock remain so issuable pursuant to the Combination
Agreement.
Also pursuant to the Combination Agreement, PBE has the right to
purchase from the Issuer at the then market price additional shares of Common
Stock to maintain its ownership interest of voting securities of the Issuer at
55% whenever the Issuer offers more than 0.5% of its outstanding voting
securities to any person. This right will terminate when PBE's ownership
interest of voting securities of the Issuer falls below 40%. In addition, if PBE
sells shares of Common Stock, the percentage level it has the right to maintain
pursuant to this provision will be reduced to the following: 55% less the
product of (i) 100% and (ii) the number determined by dividing (a) the number of
shares of Common Stock sold by PBE subsequent to December 8, 1998 (less the
number of shares of Common Stock bought by PBE subsequent to December 8, 1998
other than pursuant to this right) by (b) the number of outstanding shares of
Common Stock on the date of any sale by the Issuer that triggers this right. As
of the date hereof, PBE has bought no shares of Common Stock pursuant to this
right, and has sold no shares of Common Stock that would reduce this right below
55%.
This Item 6 is qualified in its entirety by reference to the
Combination Agreement which is filed as Exhibit 1 hereto and is incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit Description
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1 Combination Agreement, dated November 15, 1996, by and among
Philips Industrial Electronics International B.V., FEI Company
and, for the purposes of Sections 4.1, 4.2, 4.3, 4.6(d)(ii), 4.15,
5.8(b), 5.8(c), 5.9(a), 5.13(a), 5.13(d), 5.16, 7.2 and 9.10 only,
Philips Electronics N.V. (incorporated herein by reference to
Exhibit 1 to the Reporting Persons' Form 8-K with respect to FEI
Company filed March 1, 1997).
2 Stock Purchase Agreement, dated December 3, 1998, between Philips
Business Electronics International B.V. and the Issuer
(incorporated by reference to the Schedule 13D/A filed by the
Reporting Persons December 8, 1998).
(Page 6 of 14 Pages)
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3 Agreement and Plan of Merger, dated December 3, 1998, among the
Issuer, Micrion Corporation and MC Acquisition Corporation
(incorporated by reference to the Schedule 13D/A filed by the
Reporting Persons December 8, 1998).
4 Voting Agreement, dated December 3, 1998, between Philips
Business Electronics International B.V. and Micrion Corporation
(incorporated by reference to the Schedule 13D/A filed by the
Reporting Persons December 8, 1998).
(Page 7 of 14 Pages)
<PAGE>
SIGNATURES
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.
Date: April 10, 2000
KONINKLIJKE PHILIPS ELECTRONICS N.V.
By: /s/ A. Westerlaken
-----------------------------------
Name: A. Westerlaken
Title: General Secretary
SIGNATURES
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.
Date: April 10, 2000
PHILIPS BUSINESS ELECTRONICS
INTERNATIONAL B.V.
By: /s/ A.P.M. van der Poel
-----------------------------------
Name: A.P.M. van der Poel
By: /s/ J.C. Lobbezoo
-----------------------------------
Name: J.C. Lobbezoo
(Page 8 of 14 Pages)
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Schedule I to Schedule 13D
A. MEMBERS OF THE SUPERVISORY BOARD OF KONINKLIJKE PHILIPS
ELECTRONICS N.V. (ROYAL PHILIPS ELECTRONICS)
Unless otherwise indicated each person listed below is not employed,
other than as a member of the Supervisory board, and thus no employer,
employer's address or principal place of business of employer is listed.
NAME: K. VAN MIERT
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Chairman - Rector of Nijenrode University
Employer: Nijenrode University
Employer's Address: Straatweg 25
3621 BG Breukelen
The Netherlands
Citizenship: The Netherlands
NAME: A. LEYSEN
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: Belgium
NAME: W. HILGER
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: Germany
(Page 9 of 14 Pages)
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NAME: L.C. VAN WACHEM
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: L. SCHWEITZER
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Chairman and Chief Executive
Officer of La regie nationale des usines Renault
Employer: La regie nationale des usines Renault
Employer's Address: 34 Quai du Point du Jour
BP 103 92109
Boulogne Bilancourt
Cedex, France
Principal Business of
Employer: Design, manufacture and sale of
automobiles and related businesses
Citizenship: Swiss
NAME: SIR RICHARD GREENBURRY
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: United Kingdom
(Page 10 of 14 Pages)
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NAME: IR. W. DE KLEUVER
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
B. BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE OF
ROYAL PHILIPS ELECTRONICS
Unless otherwise indicated, all of the members of the Board of
Management and Group Management Committee are employed by Royal Philips
Electronics at Rembrandt Tower, Amstelplein 1, 1096 HA Amsterdam, The
Netherlands, whose principal business is the manufacture and
distribution of electronic and electrical products, systems and
equipment.
NAME: C. BOONSTRA
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: President/CEO of Royal Philips Electronics
Citizenship: The Netherlands
NAME: J.H.M. HOMMEN
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President and Chief
Financial Officer of Royal Philips Electronics
Citizenship: The Netherlands
NAME: A. BAAN
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice President of Royal Philips
Electronics, President/CEO of the Consumer
Electronics Division
Citizenship: The Netherlands
(Page 11 of 14 Pages)
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NAME: A.P.M. VAN DER POEL
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice-President of Royal Philips
Electronics, President/CEO of the Semiconductor
Division
Citizenship: The Netherlands
NAME: J. WHYBROW
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice President of Royal Philips
Electronics and President/CEO of the Lighting
Division
Citizenship: United Kingdom
NAME: G.J. KLEISTERLEE
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Executive Vice President of Royal Philips
Electronics, President/CEO of the Components
Division
Citizenship: The Netherlands
NAME: A.H.A. VEENHOF
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Senior Vice President of Royal Philips
Electronics, President/CEO of the Domestic
Appliances and Personal Care Division
Citizenship: The Netherlands
NAME: J.M. BARRELLA
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Senior Vice President of Royal Philips
Electronics,
(Page 12 of 14 Pages)
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President/CEO of the Medical Systems Division
Citizenship: The Netherlands
NAME: J.P. OOSTERVELD
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Senior Vice President of Royal Philips
Electronics
Citizenship: The Netherlands
NAME: A. WESTERLAKEN
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Senior Vice President of Royal Philips
Electronics
Citizenship: The Netherlands
NAME: A. HUIJSSER
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Senior Vice President of Royal Philips
Electronics, CEO of Philips Research
Citizenship: The Netherlands
NAME: T. HOOGHIEMSTRA
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Senior Vice President of Royal Philips
Electronics
Citizenship: The Netherlands
NAME: G. DEMUYNCK
Business Address: Royal Philips Electronics
Rembrandt Tower
Amstelplein 1
1096 HA Amsterdam, The Netherlands
Principal Occupation: Senior Vice President of Royal Philips
Electronics, CEO of Philips Consumer Electronics
Mainstream
(Page 13 of 14 Pages)
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Citizenship: The Netherlands
C. DIRECTORS AND EXECUTIVE OFFICERS OF PHILIPS BUSINESS ELECTRONICS
INTERNATIONAL B.V.
Unless otherwise indicated, all of the directors and executive officers
of Philips Business Electronics International B.V. are employed by Philips
Business Electronics International B.V. at Building TQ III-2, P.O. Box 218, 5600
MD Eindhoven, The Netherlands, whose principal business is the managing of the
Business Electronics Product division of Philips Electronics N.V. through a
number of operating companies or business units.
NAME: A.P.M. VAN DER POEL
Business Address: Philips Business Electronics
International B.V.
Building TQ III-2
P.O. Box 218
5600 MD Eindhoven, The Netherlands
Principal Occupation: Executive Vice President of Royal
Philips Electronics, President/CEO of the
Semiconductor Division
Citizenship: The Netherlands
NAME: J.C. LOBBEZOO
Business Address: Philips Business Electronics
International B.V.
Building TQ III-2
P.O. Box 218
5600 MD Eindhoven, The Netherlands
Principal Occupation: Executive Vice President and Chief
Financial Officer of the Semiconductor Division
Citizenship: The Netherlands
(Page 14 of 14 Pages)
