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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
March 14, 2000
ASM INTERNATIONAL N.V.
(Translation of registrant's name into English)
JAN VAN EYCKLAAN 10
3723 BC BILTHOVEN
THE NETHERLANDS
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
--- ---
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes No X
--- ---
[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-____________________.]
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DESCRIPTION OF SHARE CAPITAL
Set forth below is a summary of some relevant provisions of our
Articles of Association and Netherlands law. This summary does not purport to be
complete and is qualified in its entirety by reference to our Articles of
Association, an English translation of which is attached to our Form 6-K filed
with the Securities and Exchange Commission on December 12, 1997. As used in
this report, the terms "we," "us," "our" and "ASM International" mean ASM
International N.V. and its subsidiaries, unless the context indicates otherwise.
Since we are a Netherlands company, the par value of our common shares is
expressed in Netherlands guilders, or "Nlg."
GENERAL
Our Articles of Association were last amended by a notarial deed, executed by a
deputy of H.B.H. Kraak, civil law notary, practicing in Amsterdam, on July 28,
1997, pursuant to a resolution of our general meeting of shareholders approved
on May 28, 1997. The statement of no-objection of the Ministry of Justice on the
proposed amendments to the Articles of Association was issued by the Ministry of
Justice under no. N.V. 97.183.
SHARES
Our total authorized share capital consists of 60,000,000 common shares, Nlg.
0.01 par value per share, 6,900 preferred shares, Nlg. 100 par value per share,
and 900 financing preferred shares, Nlg. 100 par value per share, of which
42,220,979 common shares and no preferred or financing preferred shares were
outstanding on February 29, 2000. There are currently no preferred or financing
preferred shares issued. All shares have one vote per Nlg. 0.01 par value,
except for shares we or our subsidiaries own, which have no voting rights.
Common shares and financing preferred shares are issued only upon full payment
for the shares.
Preferred shares may be issued against partial payment of at least 25% of par
value, subject to our right to demand payment of the remaining par value. Our
management board must follow special rules established in our Articles of
Association to issue and grant the right to subscribe for or to repurchase
preferred shares. Generally, these rules require that, if the management board
has been authorized by the general meeting of shareholders to issue shares,
subject to the approval of the supervisory board, and the management board
issues preferred shares, it must call a shareholder meeting within four weeks
after the issuance to explain the motives for issuing preferred shares, unless
the motives were given at a prior shareholders' meeting. However, the management
board must receive prior consent of shareholders for any issuance of preferred
shares in the aggregate in excess of 100% of the aggregate par value of issued
common shares. In addition, if the management board has issued preferred shares
without the prior consent of the general meeting of shareholders, it must
convene a meeting within two years for the shareholders to act upon a proposal
to repurchase or cancel the preferred shares. If not accepted by the
shareholders, this proposal must be submitted to the shareholders every two
years thereafter.
Pursuant to the procedure in the Articles of Association, the management board
provided the shareholders during the annual general meeting of shareholders held
on May 28, 1997 with information regarding our grant to Stichting Continuiteit
ASM, or Stichting, of a right to acquire preferred shares having a maximum
aggregate par value of 50% of the aggregate par value of all common shares
outstanding as of the date of exercise of such right. The object of Stichting is
to own and vote our preferred shares in order to maintain our continuity. Toward
that objective, Stichting will evaluate, when called for, whether a takeover
offer is in our best interests. In accordance with the applicable regulations of
the AEX-Stock Exchange in Amsterdam, Stichting is managed by majority vote of a
five-person board, not more than two of which (Directors A) may be officers of
ASM International and at least three of which (Directors B) must be independent
from ASM International. Directors A are appointed by our management board,
subject to approval of our supervisory board, from among our management and
supervisory boards. Directors B must be independent from us and are appointed by
the board of Stichting, subject to approval of our management board with the
consent of our supervisory board.
Financing preferred shares are designed to allow us to finance equity with an
instrument paying a dividend linked to government bonds without the dilutive
effects of issuing additional common shares. As of the date of this prospectus
we anticipate that these shares will be issued, if at all, primarily to eligible
corporate investors interested in the Netherlands participation exemption. The
exemption allows certain corporate investors who own 5% or more of our capital
to receive dividends and capital gains exempt from Netherlands corporate tax.
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Preferred and financing preferred shares are issued in registered form only and
are subject to transfer restrictions. Essentially, a preferred or financing
preferred shareholder must obtain the approval of our supervisory board to
transfer shares. If the approval is denied, the supervisory board will provide a
list of acceptable prospective buyers who are willing to purchase the shares at
a cash price to be fixed by consent of the supervisory board and seller within
two months after the approval is denied. If the transfer is approved, the
shareholder must complete the transfer within three months, at which time the
approval expires.
The issuance of preferred and financing preferred shares may have the effect of
delaying, deferring or preventing a change in control of ASM International
without further action by the shareholders, may discourage bids for our common
shares at a premium over the market price of the common shares and may adversely
affect the market price and voting or other rights of the holders of common
shares. At present, we have no plans to issue any of the preferred or financing
preferred shares.
DIVIDENDS
Dividends may be paid out of annual profits shown on our annual accounts, as
adopted by our general meeting of shareholders, and/or out of existing reserves
that are distributable in accordance with Netherlands law. At its discretion,
however, subject to statutory provisions, our management board may, with prior
approval of our supervisory board, distribute, in either stock or in cash, one
or more interim dividends on shares before the annual accounts for any fiscal
year have been adopted by the general meeting of shareholders, but only to the
extent of our profits. Dividends may only be paid to the extent that our
shareholders equity exceeds the amount of the paid up portion of our share
capital, and also the portion of our share capital that has been called for
payment by our management board, plus the reserves that may not be distributed.
We have not previously paid dividends on our common shares. We intend to retain
any earnings for use in the business and therefore do not anticipate paying any
cash dividends on common shares in the foreseeable future.
Distributions and dividends must be made within 14 days of the date we declare
the distribution or dividend and, when certificates for the relevant shares have
been issued, will be paid in the currency used in the country where our shares
with our consent are traded on a stock exchange. The right to any dividends and
cash distributions shall lapse if such dividends or distributions are not
claimed within five years following the day after the date on which they were
made available and thereafter revert back to us.
Preferred shareholders, if any, will have a preferred right to any distribution
from our profits over the other classes of shares. If we had a net loss for the
year, the distribution on the preferred shares would be charged to the reserves.
After any distribution to preferred shareholders, we may pay a dividend to the
financing preferred shareholders, if any. If the profits are insufficient to
cover the dividend, we may charge the reserves. Such dividend shall be equal to
a percentage of the par value of the financing preferred shares plus any premium
paid at subscription for those shares. The percentage shall be related to the
average effective return on Dutch government bonds with a weighted average
remaining life of no more than ten years, as determined by our management board
with approval of the supervisory board, which percentage shall be calculated as
provided in our Articles of Association and increased or decreased by no more
than three percent. After the life of the government bonds as aforesaid expires,
the financing preferred dividend will be based on the current average effective
return of government bonds of a weighted average remaining life of no more than
ten years. If we withdraw or repurchase the financing preferred shares, we will
make any distribution to the previous shareholders calculated on a pro-rata
basis from the time of the last distribution.
Dividends on outstanding preferred shares and on outstanding financing preferred
shares are cumulative to the effect that if in any year no dividend is paid on
preferred shares, the dividend must be paid in the following year before any
dividends are paid on financing preferred shares or common shares. In addition,
if in any year no dividend is paid on financing preferred shares, the dividend
must be paid in the following year after the dividend on preferred shares but
before the dividend on common shares. There are no preferred shares and no
financing preferred shares currently outstanding.
After any distributions have been made to any preferred or financing preferred
shareholders, our management board, with the approval of the supervisory board,
may set aside part of the profits as reserves. Any amounts remaining
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thereafter are at the disposal of the general meeting of shareholders. These
distributions on common shares may be made in cash, common shares, or a
combination of both.
SHAREHOLDER POWERS
Appointment of Supervisory Board and Management Board. Our supervisory board and
management board are appointed by the general meeting of shareholders from a
binding nomination prepared by the supervisory board, which has at least two
candidates for each vacancy. The general meeting of shareholders must follow the
nomination by the supervisory board but may appoint another candidate of its
choosing, provided that such other candidate is chosen by a shareholders'
resolution adopted by a two-thirds majority of the votes cast, representing more
than 50% of our issued share capital. The term of office of each member of the
supervisory board is generally four years but can be shorter, and expires in the
year he or she attains the age of 72. Members of the supervisory board can be
re-elected twice. There is no term limitation for management board members.
Shareholders do not have cumulative voting rights. This means the shareholders
controlling more than 50 percent of the voting power represented in person or by
proxy and voting on the issue of election of directors at a general meeting have
the power to elect all the directors, subject to the binding nomination rights
of the supervisory board.
General Meetings of Shareholders. We hold our general meetings of shareholders
at least once a year, not later than six months after the end of the fiscal
year. Although we are exempt from certain of the Securities and Exchange
Commission's proxy rules under the Securities Exchange Act of 1934, as amended,
we solicit proxies from our United States shareholders in connection with
shareholder meetings.
Other general meetings of shareholders are held as often as deemed necessary by
the supervisory board or the management board or if one or more shareholders or
other persons entitled to attend the general meeting of shareholders jointly
representing at least 10% of the issued share capital make a written request to
that effect to the supervisory board or the management board specifying in
detail the business to be dealt with.
Meetings of holders of preferred and financing preferred shares may be held at
their discretion or as called by the management or supervisory boards. These
meetings permit the class of shareholders to decide issues that do not involve
the other classes. Unanimous approval of all such shareholders is required at
meetings for which prior notice of the time, place, and subjects to be discussed
has not been given. Preferred and financing preferred shareholders may also take
action without a meeting by unanimous written consent in favor of a proposal, if
the management and supervisory boards have been given the opportunity to give
advice about the proposal. Common shareholders may not act without a meeting.
Actions at our shareholders' meetings may generally be taken by affirmative vote
of the majority of the shareholders present in person or by proxy. In general,
our Articles of Association do not require a minimum quorum to conduct business
at our shareholders' meeting. Certain actions, however, such as dismissal of a
member of the management board or the supervisory board, may only be taken by
affirmative vote of at least two thirds of the votes cast, which majority must
represent in the aggregate at least half of the issued share capital, unless the
dismissal has been proposed by the supervisory board. Also, certain actions,
such as an amendment to the Articles of Association or dissolution of ASM
International, may only be taken upon a proposal by the management board and the
supervisory board.
In the case of a vote to appoint a person to office, the Articles of Association
provide for a second ballot if no nominee receives a majority of the votes. If
no nominee receives a majority on the second ballot, the Articles provide a
procedure for a run-off ballot. If no decision is reached because the same
number of votes is cast on the run-off ballot, the appointment is decided by
drawing lots. In the case of a tie on subjects other than appointments, the
proposal will be rejected.
Shareholders have the power to reduce the outstanding capital by cancelling
shares or by reducing the par value of the shares in an amendment to the
Articles of Association. If the reduction of capital would impair a group or
class of shareholders, the decision thereto also requires such approval from
that impaired group. If less than half of the issued shares are represented at a
shareholder meeting, adoption of such a decision requires approval of two-thirds
of the relevant votes cast.
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ADOPTION OF ANNUAL ACCOUNTS
Our auditors must be appointed by the general meeting of shareholders. After
appointment, the auditors report to the supervisory board and the management
board; however, the balance sheet, the income statement and the notes thereto
are subject to revisions and final adoption by the shareholders.
Annually, our consolidated statutory accounts are submitted to the general
meeting of shareholders for adoption. Our Articles of Association provide that
the shareholders' adoption of our annual accounts discharges the management
board and the supervisory board from liability for the performance of their
respective duties for the past financial year. Under Netherlands law, this
discharge is not absolute and will not be effective as to matters not disclosed
to the shareholders.
LIQUIDATION RIGHTS
In the event of our dissolution and liquidation, the assets remaining after
payment of all debts and liquidation expenses are to be distributed first to the
preferred shareholders and then to the financing preferred shareholders to the
extent of the amount paid for such shares, if any. Holders of common shares are
entitled to receive, in the event of our liquidation, prorated distributions of
assets after satisfaction of liabilities to creditors and preferred and
financing preferred shareholders.
ISSUES OF SHARES; PREEMPTIVE RIGHTS
Our management board has the power to issue, set the price and determine other
conditions to the issuance of common, preferred and financing preferred shares
if and to the extent that it has been authorized for this purpose by the general
meeting of shareholders. The class of shares that will be affected negatively by
a shareholder resolution to issue shares or a shareholder resolution to give our
management board the power to issue shares must approve such a resolution. A
resolution authorizing the management board to issue, set the price and
determine other conditions of the issuance of shares was approved at the 1999
annual general meeting of shareholders for a period of three years beginning
June 16, 1999. The management board, however, can only authorize an issuance,
including the price and other conditions thereof, with the approval of the
supervisory board.
Common and financing preferred shareholders have a pro rata preemptive right to
any newly issued common shares and financing preferred shares and any rights or
options to acquire such shares in proportion to the shareholders' percentage
ownership, unless issued for a contribution other than cash or in the case of
common shares issued to our employees or our affiliates' employees. The
management board has been authorized for a period of three years beginning June
16, 1999 to limit or exclude such pre-emptive rights.
The preemptive rights described above apply to the issuances of rights to
subscribe for common shares and financing preferred shares.
There are no conversion rights or sinking fund provisions with respect to our
shares.
REPURCHASE AND CANCELLATION OF SHARES
We may repurchase our shares, subject to compliance with certain Netherlands law
requirements, and provided the aggregate par value of the shares we acquire,
hold or hold in pledge and which are held by subsidiaries at any one time
amounts to no more than one-tenth of our issued share capital. Shares we own are
not counted in any vote of the shareholders. Any resolution to repurchase our
shares must be adopted by the management board, which must be authorized by the
general meeting of shareholders. On June 16, 1999, the general meeting of
shareholders authorized the management board, for a period of eighteen months to
repurchase up to 10% of our issued share capital. We may resell shares we have
purchased, subject to approval of the supervisory board
LIMITATIONS ON RIGHT TO HOLD OR VOTE THE COMMON SHARES
There are currently no limitations imposed by Netherlands law or by our Articles
of Association on the right of non-resident owners to own, hold or vote the
common shares.
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TRANSFER AGENT AND REGISTRAR
Of our 42,220,979 common shares outstanding as of February 29, 2000, 8,317,039
shares are registered with us in the Netherlands, 11,530,722 shares are
registered with our transfer agent in the Netherlands, ABN AMRO Bank N.V., and
22,373,218 shares are registered with our transfer agent in the United States,
Citibank N.A., New York. The common shares registered in the United States are
quoted on the Nasdaq National Market under the symbol ASMI. Since December 11,
1996, our common shares also are traded on the AEX-Stock Exchange in Amsterdam
under the symbol ASMI.
In the Netherlands, our common shares can be issued as either bearer shares or
registered shares at the option of the shareholder. Financing preferred shares
and preferred shares must be registered shares. Only shares registered in the
United States may be traded on Nasdaq and only bearer shares may be traded on
the AEX-Stock Exchange.
Registered shares in the United States are recorded in book-entry form.
Registered shares may be evidenced by certificates, but only if the relevant
stock exchange upon which the shares are traded requires the issuance of a share
certificate. Bearer shares are represented by certificates printed in Dutch with
a dividend sheet attached without separate dividend coupons and talon. These
certificates are known as CF-certificates and are available in denominations of
1, 10, 100, 10,000 and 100,000 common shares. The CF-certificates must remain
deposited with an authorized custodian as referred to in the Dutch 'Centrum voor
Fondsenadministratie' rules and may only be transferred through the book-entry
transfer systems maintained by Netherlands Centraal Instituut voor Giraal
Effectenverkeer, or NECIGEF, Euroclear or Cedel Bank, S.A.
The transfer of registered shares requires the written acknowledgment of the
transfer from us, except when we are a party to the transfer or, in the case of
registered shares in the United States, the acknowledgment of the United States
transfer agent Citibank N.A., New York.
Bearer shares may be converted into registered shares, and vice versa at the
request of the holder, subject to the rules and regulations to be set by our
management board. A holder may convert bearer shares to registered shares by
providing a written request and surrendering the bearer shares at the principal
office of ABN AMRO Bank N.V., Herengracht 595, 1017 CE Amsterdam, the
Netherlands. ABN AMRO Bank, N.V. will instruct Citibank N.A., New York to issue
the former bearer shares as registered shares and to deliver the corresponding
share certificates. Similarly, a holder may convert registered shares to bearer
shares by presenting a written request and surrendering the registered shares to
Citibank N.A., New York. Registered shares registered in the United States may
also be exchanged into shares in registered form registered with us and vice
versa. A fee will be charged to shareholders for the exchange of registered
shares for bearer shares, and for the reverse.
EUROCLEAR AND CEDEL
Euroclear eligible shares are freely transferable in Euroclear. Morgan Guaranty
Trust Company of New York, Brussels office, as operator of the Euroclear system
holds securities on behalf of participants of Euroclear. All participants of
Euroclear are banks, broker-dealers and other financial institutions. The
operator has information about the positions held by the various participants;
however, it has no knowledge of, or information on, the beneficial holders or
owners of the securities in question. Under the general principles of the
Belgian Banking Secrecy rules, the operator may not disclose any information
about a participant's account or positions in such account without having first
obtained the participant's prior written authorization. Euroclear participants
are not likely to authorize disclosure of such information. Therefore, no
ownership nor any transfer restrictions will be monitored by the operator.
Cedel eligible securities are freely transferable in Cedel. Cedel holds
securities on behalf of customers of Cedel. All customers of Cedel are banks,
broker-dealers and other financial institutions. Cedel has information about the
positions held by the various customers; however, it has no knowledge of, or
information on, the beneficial holders or owners of the securities in question.
Under general principles of Luxembourg Banking Secrecy Law, Cedel may not
disclose any information about a customer's account or positions in such account
without having first obtained such customer's prior written authorization. Cedel
customers are not likely to authorize disclosure of such information. Therefore,
no ownership nor any transfer restrictions will be monitored by Cedel.
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OBLIGATIONS OF SHAREHOLDERS TO DISCLOSE HOLDINGS
OBLIGATION OF SHAREHOLDERS TO DISCLOSE MAJOR HOLDINGS AND TRANSACTIONS
Under the 1996 Disclosure of Holdings Act (Wet melding zeggenschap 1996) any
person who, directly or indirectly, acquires or disposes of an interest in the
capital or the voting rights of a public limited liability company incorporated
under Dutch law with an official listing on a stock exchange within the European
Economic Area must give a written notice of such acquisition or disposal, if as
a result of such acquisition or disposal the percentage of capital interest or
voting rights held by such person falls within another percentage range as
compared to the percentage range held by such person prior to such acquisition
or disposal. The percentage ranges referred to in the 1996 Disclosure of
Holdings Act are 0-5, 5-10, 10-25, 25-50, 50-66 2/3 and over 66 2/3. New
regulations under the Dutch 1995 Act on the Supervision of the Securities Trade
(Wet toezicht effectenverkeer 1995) regarding insider trading provide, among
other things, for an additional notification duty for shareholders holding,
directly or indirectly, an interest in more than 25% of the capital in a
listed company. Such shareholders are obliged to notify the Securities Board of
the Netherlands of any and all transactions they enter into with respect to
securities of a company in which they hold an interest of more than 25%.
If a shareholder with more than a 25% interest is a legal entity and not
an individual, the obligation is extended to the managing directors and
supervisory directors of the legal entity.
Notification in writing under the 1996 Disclosure of Holdings Act must be given
to us and the Securities Board of the Netherlands (Stichting Toezicht
Effectenverkeer), which will disclose the information as notified to the public
by publication in a newspaper distributed throughout the member state or states
of the European Economic Area in which we are officially listed on a stock
exchange.
Non-compliance with the obligations of the 1996 Disclosure of Holdings Act
constitutes an economic offense, and may result in civil penalties including
suspension of voting rights and administrative penalties.
SUMMARY OF NETHERLANDS TAX PROVISIONS APPLICABLE TO UNITED STATES SECURITY
HOLDERS
The following statements below represent a brief summary of the current
Netherlands tax laws, based on the law as in force at December 31, 1999. The
description is limited to the tax implications for a shareholder who is, or is
deemed to be, a resident of the United States and not the Netherlands for
purposes of the relevant tax codes. The description does not address residents
of other countries or special rules that may apply to special classes of holders
of shares and is not to be read as extending by implication to matters not
specifically referred to herein. As to individual tax consequences, each
shareholder should consult his own tax counsel.
Withholding Tax
In general, a dividend distributed by a company resident in the Netherlands is
subject to a withholding tax imposed by the Netherlands at a statutory rate of
25%. Dividends include dividends in cash or in kind, constructive dividends,
repayment of paid-in capital not recognized for Netherlands tax purposes and
liquidation proceeds in excess of paid-in capital recognized for Netherlands tax
purposes. Share dividends paid out of our paid-in-share premium, recognized as
capital for Netherlands tax purposes, are not subject to the above withholding
tax.
Any individual or corporation or any entity for Netherlands tax purposes, which
holds common shares and does not reside and is not deemed to reside in the
Netherlands, owning, or deemed to own, common shares may be eligible for a
partial or complete exemption from or a refund of the above withholding tax
under a tax convention that is in effect between the country of residence of
such individual or corporation and the Netherlands. The Netherlands has
concluded such tax conventions with several countries, including the United
States, Canada, Switzerland, Japan, all European Union member states, except
Portugal, and many other countries. For residents of the Netherlands Antilles
and Aruba, the tax arrangements of the Kingdom of the Netherlands may be
applicable.
Under the Tax Convention of December 18, 1992 concluded between the Netherlands
and the United States, or the U.S. Tax Treaty, dividends paid by us to a
resident of the United States, other than an exempt organization or exempt
pension trust, as discussed below, are generally eligible for a reduction of the
25% Netherlands withholding
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tax to 15%, or to 5% in the case of certain U.S. corporate shareholders owning
at least 10% of the voting power, provided that such shareholder does not have
an enterprise or an interest in an enterprise that is, in whole or in part,
carried on through a permanent establishment or permanent representative in the
Netherlands and to which enterprise or part of an enterprise the common shares
are attributable. The U.S. Tax Treaty provides for a complete exemption from
Netherlands withholding tax for dividends received by exempt pension trusts and
exempt organizations, as defined therein. Except in the case of exempt
organizations, such reduced dividend withholding rate, or exemption from
withholding for exempt pension trusts, can be applied at the source upon payment
of the dividends, provided that the proper forms have been filed in advance of
the payment. Exempt organizations remain subject to the statutory withholding
rate of 25% and are required to file for a refund of such withholding.
A person may not claim the benefits of the U.S. Tax Treaty unless (i) he or she
is a resident of the United States as defined therein and (ii) such person's
entitlement to such benefits is not limited by the provisions of Article 26
("limitation on benefits") of the U.S. Tax Treaty.
No withholding tax applies to the sale or disposition of common shares to
persons other than us or our affiliates, as defined for purposes of Netherlands
tax law.
Income Tax and Corporation Income Tax on Dividends
In the case of common shares held by a Netherlands-resident entity, any gains
derived from the transfer of common shares are subject to Netherlands
corporation tax, unless the entity in question qualifies for the participation
exemption. A non-resident individual or corporate shareholder will not be
subject to Netherlands income tax with respect to dividends distributed by us on
the or with respect to capital gains derived from the sale or disposition of our
common shares, provided that:
(a) the non-resident shareholder does not have an enterprise or an interest
in an enterprise that is, in whole or in part, carried on through a
permanent establishment or a permanent representative in the Netherlands to
which or to whom the common shares are attributable;
(b) the non-resident shareholder does not have a direct or indirect
substantial or deemed substantial interest in our share capital as defined
in the Netherlands tax code or, in the event the shareholder does have such
a substantial interest, such interest is a business asset; and
(c) the non-resident shareholder is not entitled to a share in the profits
of an enterprise effectively managed in the Netherlands other than by way of
securities or through an employment contract to which enterprise the common
shares are attributable.
In general terms, a substantial interest in our share capital does not exist if
the shareholder alone or together with certain relatives does not own, and has
not owned in the preceding five years, 5% or more of the aggregate paid-in
capital or of the paid-in capital of any class of our shares.
Net Wealth Tax
Corporations and other entities are not subject to wealth tax.
In general, an individual shareholder will be liable for 0.7% Netherlands wealth
tax regarding the common shares. A tax free threshold applies. Corporate
shareholders are not subject to Netherlands net wealth tax. A non-resident
individual shareholder is not subject to Netherlands net wealth tax with respect
to the common shares, provided that:
(a) the non-resident shareholder does not have an enterprise or an interest
in an enterprise that is, in whole or in part, carried on through a
permanent establishment or a permanent representative in the Netherlands to
which or to whom the common shares are attributable; and
(b) the non-resident shareholder is not entitled to a share in the profits
of an enterprise effectively managed in the Netherlands other than by way of
securities or through an employment contract to which enterprise the common
shares are attributable.
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Gift and Inheritance Tax
In principle, liability for Netherlands gift tax or inheritance tax arises in
respect of any gifts of common shares by, or inheritance of common shares from
any person who resides at the time of the gift or death in the Netherlands.
A gift or inheritance of common shares from a non-resident shareholder will not
be subject to Netherlands gift and inheritance tax, provided that;
(a) the non-resident shareholder does not have an enterprise or an interest
in an enterprise that is, in whole or in part, carried on through a
permanent establishment or a permanent representative in the Netherlands to
which or to whom the common shares are attributable;
(b) the non-resident shareholder is not entitled to a share in the profits
of an enterprise effectively managed in the Netherlands other than by way of
securities or through an employment contract, the common shares being
attributable to that enterprise; and
(c) the non-resident shareholder makes a gift of shares and dies within 180
days after the date of the gift, while being resident or deemed to be
resident in the Netherlands at the moment of his death.
For the purposes of Netherlands gift and inheritance tax, a Netherlands national
is deemed to be a resident of the Netherlands if he has been a resident thereof
at any time during the ten years preceding the date of the gift or death, as the
case may be. In addition, for the purposes of Netherlands gift tax, a person not
possessing Netherlands nationality is also deemed to be a Netherlands resident,
irrespective of his nationality, if he was a Netherlands resident therein at any
time in the twelve months preceding the time on which the gift was made.
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SIGNATURES
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.
ASM INTERNATIONAL N.V.
Date: March 14, 2000 By: /s/ Arthur H. del Prado
----------------------------------
Arthur H. del Prado
President and CEO
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