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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FLUKE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.25 PER SHARE
(Title of Class of Securities)
343856 10 0
(CUSIP Number)
W. LOEBER LANDAU
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
JUNE 24, 1994
(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 [ ].
SEC 1746(12-91)
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SCHEDULE 13D
CUSIP No. 343856 10 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philips Electronics N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH 7 SOLE VOTING POWER
REPORTING PERSON WITH
1,138,144
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
1,138,144
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,144
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
14 TYPE OF REPORTING PERSON*
00
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Item 1. Security and Issuer.
This Amendment No. 1, dated July 26, 1995 (this "Amendment"),
to the Statement on Schedule 13D, dated June 9, 1993 (the "Original
Statement"), filed by Philips Electronics N.V., a corporation organized
under the laws of The Netherlands ("Philips"), relates to the common stock,
par value $0.25 per share (the "Common Stock"), of Fluke Corporation,
formerly known as John Fluke Mfg. Co., Inc. (the "Issuer"). The address of
the principal executive offices of the Issuer are located at 6920 Seaway
Boulevard, Everett, Washington 98203.
Item 2. Identity and Background.
(a) - (c); (f). This statement is being filed by Philips, a
Netherlands corporation. Philips acts as the holding company of the
Philips group. The Philips group is engaged primarily in the manufacture
and distribution of electronic and electrical products, systems and
equipment. The principal office and business address of Philips is
Groenewoudseweg 1, 5621 BA, Eindhoven, The Netherlands. Philips is
sometimes referred to herein as the "Reporting Person."
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.
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) and (e). During the last five years, the Reporting Person
and, to the knowledge of the Reporting Person, none of the persons listed
on Schedule I attached hereto, 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.
Philips acquired 1,000,000 shares of Common Stock of the Issuer
in part consideration of the sale of Philips' Test and Measurement Business
to the Issuer. At the same time, Philips acquired a further 538,144 shares
of Common Stock upon conversion
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of 78,462 shares of Series A Convertible Preferred Stock of the Issuer which
were acquired in September, 1987.
Item 4. Purpose of Transaction.
Philips acquired the shares of Common Stock beneficially owned
by it for the purpose of investment. Except as otherwise indicated in this
Item 4, Philips has no plan or proposals with respect to the Issuer that
relate to or could result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Philips intends to review on a continuing basis its investment
in the issuer and, subject to the terms and conditions of the Stock
Purchase Agreement dated May 26, 1993 (the "Stock Purchase Agreement")
annexed to the Purchase Agreement, dated February 26, 1993, which was filed
as Exhibit I to the Original Statement, may increase or decrease such
investment. Philips has agreed, pursuant to the Stock Purchase Agreement,
to standstill arrangements and other restrictions and Philips may only sell
such Common Stock pursuant to certain quantity and timing limitations.
Pursuant to the Stock Purchase Agreement, the Issuer has the right of first
refusal to purchase any shares offered for sale by Philips.
Pursuant to the terms of the Stock Purchase Agreement, Philips
is entitled to designate two individuals to the Board of Directors of the
Issuer, so long as the Common Stock beneficially owned by Philips exceeds
12% of the Issuer's outstanding Common Stock. If, at any time, Philips'
interest in the Common Stock drops below 12%, Philips shall cause one of
the two Directors so designated to immediately offer to resign from the
Board of Directors of the Issuer. If the Common Stock beneficially owned
by Philips drops below 6% of the Issuer's outstanding Common Stock, Philips
has agreed to cause the remaining Director designated by Philips to
immediately offer to resign from the Board of Directors of the Issuer.
Currently Mr. Tumminello, the Chief Executive Offer of North American
Philips Corporation, and Dr. J. Peter Bingham, the President of Philips
Laboratories in the U.S., are the Directors designated by Philips.
Item 5. Interest in Securities of the Issuer.
(a) and (b). Philips beneficially owns 1,138,144 shares
(14.4%) of the Common Stock of the Issuer. Philips is deemed to have sole
voting and dispositive power over 1,138,144 shares of such Common Stock.
(c). On May 26, 1993, in part consideration for the sale of
its Test and Measurement business, Philips received 1,000,000
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shares of Common Stock of the Issuer pursuant to the Stock Purchase
Agreement. In addition, pursuant to a stock purchase agreement entered
into in September, 1987, Philips acquired 78,462 shares of Series A
Convertible Preferred Stock (the "Preferred Stock") of the Issuer which,
upon the occurrence of certain events, are convertible into Common Stock.
Although no event permitting conversion had occurred, on May 26, 1993,
pursuant to the Stock Purchase Agreement, the Issuer permitted Philips
to convert its 78,462 shares of Preferred Stock into 538,144 shares
of Common Stock. As previously reported by the Issuer in its 1994 proxy
statement, on June 24, 1994, pursuant to the terms of the Stock Purchase
Agreement (as defined below) the Issuer exercised its right of first
refusal to purchase 150,000 shares of Common Stock from Philips for
$4.6 million (approximately $30.53 per share). Pursuant to the Stock
Purchase Agreement, dated as of June 16, 1995 (the "Electris Agreement"),
by and between Philips and Electris Finance, S.A., a Luxembourg company and
wholly owned subsidiary of Philips ("Electris"), on June 19, 1995 Philips
sold 250,000 shares of Common Stock to Electris for $10 million ($40.00 per
share). The Issuer had previously failed to exercise its right of first
refusal with respect to such shares of Common Stock. A copy of the
Electris Agreement is attached hereto as Exhibit II and is incorporated by
reference herein. Pursuant to the Stock Purchase Agreement, dated as of
June 26, 1995 (the "Sedifo Agreement"), by and between Electris and Sedifo
S.A., a Swiss company ("Sedifo"), on June 30, 1995 Electris sold 250,000
shares of Common Stock to Sedifo for approximately $10.4 million ($41.75
per share). A copy of the Sedifo Agreement is attached hereto as Exhibit
III and is incorporated by reference herein.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
Standstill Arrangements. Pursuant to the Stock Purchase
Agreement, Philips has agreed to a standstill agreement in which neither
Philips nor any entity in which Philips has a 50% or greater ownership
interest can increase Philips' aggregate voting power above the percentage
controlled by Philips immediately following the closing of the purchase
transaction. Notwithstanding the foregoing, Philips' percentage aggregate
voting power may exceed such maximum percentage if the increase of
percentage is a result of an acquisition of stock by the Issuer which, by
reducing the number of shares outstanding increases the proportionate
number of shares beneficially owned by Philips.
Philips is also subject to limitations on the amount of and the
manner in which it may dispose of the shares of Common Stock, as detailed
in the Stock Purchase Agreement.
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No Inducement of Change of Control. Philips has also agreed
not to directly or indirectly initiate, induce, encourage or assist any
person in any plan, proposal or other effort to purchase or offer to
purchase the Issuer or control of the Issuer, or cause the sale of the
Issuer or control of the Issuer in opposition to the recommendation of the
majority of the Board of Directors. Such restriction shall not be deemed
to restrict Philips' right to vote the shares of Common Stock otherwise
permitted in the Stock Purchase Agreement.
Registration Rights. The Stock Purchase Agreement provides
that, upon written request of Philips, the Issuer will register the shares
of Common Stock acquired by Philips in the event that the Issuer chooses
not to exercise its right of first refusal. If Philips has otherwise sold
shares pursuant to an unregistered offering as provided in the Stock
Purchase Agreement, such purchaser may also elect to have such shares
covered by the registration statement.
Item 7. Material to be Filed As Exhibits.
Exhibit Description
II Electris Agreement
III Sedifo Agreement
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Dated: July 26, 1995 PHILIPS ELECTRONICS N.V.,
a Netherlands corporation
By: /s/ J.D. Timmer
Name: J.D. Timmer
Title: President and Chairman
of the Board of
Management
By: /s/ D.G. Eustace
Name: D.G. Eustace
Title: Executive Vice-President
and member of the Board
of Management
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SCHEDULE I
Members of the Supervisory Board
NAME: F. A. Maljers
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: A. Leysen
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: Belgium
NAME: F. X. Ortoli
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: France
NAME: M. Kuilman
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: J.F. Bennett
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: U.S.A.
NAME: P.G. Gyllenhammar
Business Address: MC Securities Limited
Commercial Union Tower
One Undershaft
London EC3A 8LH, United Kingdom
Principal Occupation: Chairman
Citizenship: Sweden
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NAME: W. Hilger
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: Germany
NAME: G. Jeelof
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: L.C. van Wachem
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
NAME: C. J. Oort
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Retired
Citizenship: The Netherlands
BOARD OF MANAGEMENT AND GROUP MANAGEMENT COMMITTEE
NAME: J.D. Timmer
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: President, Chairman of the Board of
Management and the Group Management
Committee
Citizenship: The Netherlands
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NAME: F.P. Carrubba
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Executive Vice President, Member of
the Board of Management and the Group
Management Committee
Citizenship: U.S.A.
NAME: D.G. Eustace
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Executive Vice President, Member of
the Board of Management and the Group
Management Committee
Citizenship: United Kingdom
NAME: H. Bodt
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Executive Vice President, Member of
the Board of Management and the Group
Management Committee
Citizenship: The Netherlands
NAME: P.J. Everaert
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Executive Vice President, Member of
the Board of Management and the Group
Management Committee
Citizenship: U.S.A.
NAME: C. Boonstra
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Executive Vice President, Member of
the Board of Management and the Group
Management Committee
Citizenship: The Netherlands
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NAME: W. de Kleuver
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Components Division
Citizenship: The Netherlands
NAME: A. M. Levy
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and President of
Polygram N.V.
Citizenship: France
NAME: M.P. Moakley
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Medical Systems Division
Citizenship: U.S.A.
NAME: J.C. Tollenaar
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Sound & Vision Division
Citizenship: The Netherlands
NAME: K. Kennedy
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Domestic Appliances and Personal
Care Division
Citizenship: United Kingdom
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NAME: D. J. Dunn
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Semiconductors Division
Citizenship: United Kingdom
NAME: J. Whybrow
Business Address: Philips Electronics N.V.
Groenewoudseweg 1
5621 BA Eindhoven, The Netherlands
Principal Occupation: Member of the Group Management
Committee and Chairman of the
Lighting Division
Citizenship: United Kingdom
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
II Electris Agreement II-1
III Sedifo Agreement III-1
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EXHIBIT II
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of June 16, 1995 (the
"Agreement"), by and between Philips Electronics N.V. of Eindhoven, the
Netherlands ("PENV") and Electris Finance S.A. of Luxembourg, Luxembourg
("Electris").
WHEREAS, PENV is owner of 1,388,144 shares of common stock of John
Fluke Mfg. Co., Inc. of the par value of twenty-five US Dollarcents (US$
0.25) each (the "Fluke-Shares");
WHEREAS, Electris desires to purchase and PENV desires to sell to
Electris 250,000 Fluke-Shares (the "Shares");
NOW, THEREFORE, in consideration of the representations,
warranties and agreements contained herein, the parties hereby agree as
follows:
1. Stock Purchase
Subject to the conditions contained herein, Electris hereby agrees
to purchase and PENV hereby agrees to sell to Electris the Shares for an
aggregate consideration of US$ 10,000,000 (ten million U.S. Dollars).
The transfer of the Shares under this Agreement and the payment of
the Purchase Price shall be effected between the parties hereto on June 19,
1995 (Closing Date).
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2. Representation and Warranties
(a) PENV represents and warrants as follows:
i) PENV has good and valid title to the Shares, free and
clear of all claims, liens, security interests and encumbrances of any
nature whatsoever;
ii) PENV has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder;
iii) This agreement is a legally valid and binding obligation
of PENV, enforceable against PENV in accordance with its terms.
(b) Electris hereby represents and warrants as follows:
i) Electris has full power and authority to execute and
deliver this Agreement and to perform its obligations hereunder;
ii) This Agreement is a legally valid and binding obligation
of Electris, enforceable against Electris in accordance with its terms.
3. Conditions
(a) The obligations of PENV are subject to the satisfaction
on the Closing Date of the conditions that the representations and
warranties made by Electris in this Agreement were true when made and shall
be true as at the Closing Date with the same force and effect as if such
representations and warranties were made at and as of the Closing Date.
(b) The obligations of Electris are subject to the
satisfaction on the Closing Date of the conditions that the representations
and warranties made by PENV in the Agreement were
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true when made and shall be true as at the Closing Date with the same force
and effects if such representations and warranties were made at and as of the
Closing Date.
4. General
This Agreement may not be modified except in writing document
signed by both parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on June 16, 1995.
PHILIPS ELECTRONICS N.V. ELECTRIS FINANCE S.A.
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EXHIBIT III
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of June 26, 1995 (the "Agreement"), by
and between Electris Finance S.A. of Luxembourg, Luxembourg (EF) and Sedifo
S.A. of Geneva, Switzerland (Sedifo).
WHEREAS Electris Finance S.A. is owner of 250,000 shares of common stock of
John Fluke Mfg. Co., Inc. of the par value of twenty-five US Dollarcents
(US$ 0.25) each (the "Fluke-Shares").
WHEREAS, Sedifo desires to purchase and EF desires to sell to Sedifo
250,000 Fluke-Shares (the "Shares").
NOW, THEREFORE, in consideration of the representations, warranties and
agreements contained herein, the parties hereby agree as follows:
1. STOCK PURCHASE
Subject to the conditions contained herein, Sedifo hereby agrees to
purchase and EF hereby agrees to sell to Sedifo the Shares for a price
of US $ 41.75 per share, giving an aggregate consideration of US $
10,437,500.-- (ten million four hundred thirty seven thousand and five
hundred US Dollars).
The transfer of the Shares under this Agreement shall take place on
June 30, 1995 (Closing Date), whereas the payment of the Purchase Price
shall be effected on July 7, 1995.
2. REPRESENTATION AND WARRANTIES
a) EF represents and warrants as follows:
i) EF has good and valid title to the Shares, free and clear
of all claims, liens, security interests and encumbrances
of any nature whatsoever,
ii) EF has full power and authority to execute and deliver
this Agreement and to perform its obligations hereunder,
iii) This agreement is a legally valid and binding obligation
of EF, enforceable against EF in accordance with its
terms.
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b) Sedifo hereby represents and warrants as follows:
i) Sedifo has full power and authority to execute and
deliver this Agreement and to perform its obligations
hereunder;
ii) This Agreement is a legally valid and binding obligation
of Sedifo, enforceable against Sedifo in accordance with
its terms.
3. CONDITIONS
a) The obligations of EF are subject to the satisfaction on the
Closing Date of the conditions that the representations and
warranties made by Sedifo in this Agreement were true when made
and shall be true as at Closing Date with the same force and
effect as if such representations and warranties were made at and
as of the Closing Date.
b) The obligations of Sedifo are subject to the satisfaction on the
Closing Date of the conditions that the representations and
warranties made by EF in the Agreement were true when made and
shall be true as at the Closing Date with the same force and
effects if such representations and warranties were made at and as
of the Closing Date.
4. GENERAL
This Agreement may not be modified except in writing document signed by
both parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
June 26, 1995.
ELECTRIS FINANCE S.A. SEDIFO S.A.
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