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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. 2)
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)
December 15, 1995
(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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<TABLE>
<CAPTION>
<C> <S> <S>
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
7 SOLE VOTING POWER
888,144
8 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
9 SOLE DISPOSITIVE POWER
888,144
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,144
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
14 TYPE OF REPORTING PERSON*
00
</TABLE>
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Item 1. Security and Issuer.
This Amendment No. 2, dated December 29, 1995 (this
"Amendment"), to the Statement on Schedule 13D, dated June 9, 1993 (the
"Original Statement"), as amended, 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 information set forth herein amends and supplements
the information set forth in the Original Statement, as amended. The
address of the principal executive offices of the Issuer are located at
6920 Seaway Boulevard, Everett, Washington 98203.
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. The
directors currently designated by Philips, 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 resigning
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from the Board of Directors of the Issuer effective January 15, 1996.
Philips is satisfied to be a passive investor and no longer wishes to
exercise its right under the Stock Purchase Agreement to nominate directors
to the Issuer's Board of Directors.
Item 5. Interest in Securities of the Issuer.
(a) and (b). Philips beneficially owns 888,144 shares (11.0%)
of the Common Stock of the Issuer. Philips is deemed to have sole voting
and dispositive power over 888,144 shares of such Common Stock.
(c). Pursuant to the Stock Purchase Agreement, dated as of
August 18, 1995 (the "August 1995 Electris Agreement"), by and between
Philips and Electris Finance, S.A., a Luxembourg company and wholly owned
subsidiary of Philips ("Electris"), on August 18, 1995 Philips sold 250,000
shares of Common Stock to Electris for $9.75 million ($39 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 August 1995 Electris
Agreement is attached hereto as Exhibit IV and is incorporated by reference
herein. On September 13, 1995, Electris sold 500 shares in an open market
transaction for $20,062.50 ($40.125 per share). On September 19, 1995,
Electris sold an additional 500 shares in an open market transaction for
$20,187.50 ($40.375 per share). Pursuant to the Stock Purchase Agreement,
dated as of October 2, 1995 (the "October 1995 Agreement"), by and between
Electris and Technoventures Holding S.A., a Luxembourg company
("Technoventures "), on October 4, 1995 Electris sold 50,000 shares of
Common Stock to Technoventures for approximately $1.95 million ($39 per
share). A copy of the October 1995 Agreement is attached hereto as Exhibit
V and is incorporated by reference herein. Pursuant to the Stock Purchase
Agreement, dated as of December 11, 1995 (the "December 1995 Agreement"),
by and between Electris and Technoventures, on December 15, 1995 Electris
sold 199,000 shares of Common Stock to Technoventures for approximately
$6,492,375 ($32.625 per share). A copy of the December 1995 Agreement is
attached hereto as Exhibit VI and is incorporated by reference herein.
Item 7. Material to be Filed As Exhibits.
Exhibit Description
IV August 1995 Electris Agreement
V October 1995 Agreement
VI December 1995 Agreement
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: December 15, 1995 PHILIPS ELECTRONICS N.V.,
a Netherlands corporation
By:/s/ J.A. Rutgers
Name: J.A. Rutgers
Title: General Secretary
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INDEX TO EXHIBITS
Exhibit No. Exhibit Page
IV August 1995 Electris Agreement IV-1
V October 1995 Agreement V-1
VI December 1995 Agreement VI-1
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EXHIBIT IV
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of August 18, 1995 (the
"Agreement"), by and between Philips Electronics N.V. of Eindhoven, the
Netherlands ("PENV") and Electris Finance S.A. of Luxembourg, Luxembourg
("Electris").
WHEREAS PENV is owner of 1,138,144 shares of common stock of
John Fluke Mfg. Co., Inc. of the par value of twenty-five US Dollarcents
(US$ 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 $9,750,000.=(nine million seven hundred
and fifty thousand US Dollars).
The transfer of the Shares under this Agreement and the payment of
the Purchase Price shall be effected between the parties hereto on
August 25, 1995 (Closing Date).
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.
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(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 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
August 18, 1995.
PHILIPS ELECTRONICS N.V. ELECTRIS FINANCE S.A.
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EXHIBIT V
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement,
dated as of October 2, 1995 (the "Agreement")
by and between
Electris Finance S.A.
of Luxembourg ("EF")
and
Technoventures Holding S.A.
of Luxembourg ("TV")
WHEREAS EF is owner of 249,000 shares of common stock of John Fluke Mfg.
Co., Inc. of the par value of twenty-five US Dollarcents (US $.025) each
(the "Fluke-Shares");
WHEREAS, TV desires to purchase and EF desires to sell to Electris 50,000
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, TV hereby agrees to
purchase and EF hereby agrees to sell to TV the Shares for an
aggregate consideration of US $1,950,000. -- (in words one million
hundred fifty thousand US Dollars).
The transfer of the shares under this Agreement and the payment of
the Purchase Price shall be effected between the parties hereto on
October 4, 1995 (Closing Date).
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.
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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.
b) TV hereby represents and warrants as follows:
i) TV 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 TV, enforceable against TV 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 TV 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 TV 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
October 2, 1995.
TECHNOVENTURES HOLDING S.A. ELECTRIS FINANCE S.A.
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EXHIBIT VI
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement,
dated as of December 11, 1995 (the "Agreement")
by and between
Electris Finance S.A.
of Luxembourg ("EF")
and
Technoventures Holding S.A.
of Luxembourg ("TV")
WHEREAS EF is owner of 199,000 shares of common stock of John Fluke Mfg.
Co., Inc. of the par value of twenty-five US Dollarcents (US $.025) each
(the "Fluke-Shares");
WHEREAS, TV desires to purchase and EF desires to sell to Electris 199,000
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, TV hereby agrees to
purchase and EF hereby agrees to sell to TV the Shares for an
aggregate consideration of US $6,492,375. -- (in words six million
four hundred ninety two thousand three hundred seventy five US
Dollars).
The transfer of the shares under this Agreement and the payment of
the Purchase Price shall be effected between the parties hereto on
December 15, 1995 (Closing Date).
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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.
b) TV hereby represents and warrants as follows:
i) TV 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 TV, enforceable against TV 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 TV 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 TV 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
a) This Agreement may not be modified except in writing document
signed by both parties.
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b) EF has the right to purchase back during the year 1996 the
remaining shares mentioned in this contract as well as those
mentioned in the contract of October 2, 1995 at a price equal
to the original selling prices or at lower market price.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
December 11, 1995.
TECHNOVENTURES HOLDING S.A. ELECTRIS FINANCE S.A.
