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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)/1/
Advanced Machine Vision Corporation
(Name of Issuer)
Class A Common Stock, No Par Value
(Title of Class of Securities)
00753B104
(CUSIP Number)
Steven H. Shapiro
FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-6783
With a copy to:
Thomas A. Cole
Sidley & Austin
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2000
(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: [_]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
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/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 00753B104 13D PAGE 2 OF 9
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FMC Corporation
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4 WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7 2,789,342 (Constituting 1,191,060 shares of Class A
NUMBER OF Common Stock issuable upon conversion of Series B
Preferred Stock and 1,598,282 shares of Class A
SHARES Common Stock issuable upon exercise of an Option)
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BENEFICIALLY SHARED VOTING POWER
8 -0-
OWNED BY
EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 9 2,789,342 (Constituting 1,191,060 shares of Class A
Common Stock issuable upon conversion of Series B
PERSON Preferred Stock and 1,598,282 shares of Class A
Common Stock issuable upon exercise of an Option)
WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10 -0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 2,789,342
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 17.9%
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TYPE OF REPORTING PERSON*
14 CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
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Amendment No. 2 (the "Amendment") to the Statement on Schedule 13D dated
October 23, 1998 (as so amended, the "Statement"), is filed with the Securities
and Exchange Commission on behalf of FMC Corporation, a Delaware corporation
("FMC") with respect to the Class A Common Stock, no par value per share (the
"Class A Common Stock") of Advanced Machine Vision Corporation (the "Issuer").
The principal executive offices of the Issuer are located at 2067 Commerce
Drive, Medford, Oregon 97504.
Item 2 is hereby amended by deleting the third paragraph and inserting the
following in lieu thereof:
ITEM 2 IDENTITY AND BACKGROUND.
The following sets forth as to each executive officer and director of FMC:
(a) name; (b) residence or business address; (c) present principal occupation
or employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted; (d) whether or not,
during the last five years, such person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors); (e) whether
or not, during the last five years, such person 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; and (f) citizenship.
1. (a) Robert N. Burt -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Chairman of the Board and Chief Executive Officer of FMC
(d) No
(e) No
(f) United States of America
2. (a) Joseph H. Netherland -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) President of FMC
(d) No
(e) No
(f) United States of America
3. (a) William H. Schumann -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Senior Vice President and Chief Financial Officer
(d) No
(e) No
(f) United States of America
Page 3 of 9
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4. (a) William J. Kirby -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Senior Vice President and Vice President-Administration
(d) No
(e) No
(f) United States of America
5. (a) Tom P. Hester -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Senior Vice President, General Counsel and Corporate Secretary
(d) No
(e) No
(f) United States of America
6. (a) Charles H. Cannon, Jr. -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Vice President and Group Manager of FMC Food Tech, a division of FMC
(d) No
(e) No
(f) United States of America
7. (a) W. Kim Foster -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Vice President and General Manager-Agricultural Products Group of FMC
(d) No
(e) No
(f) United States of America
8. (a) Robert I. Harries -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Vice President and Group Manager-Chemical Products Group of FMC
(d) No
(e) No
(f) United States of America
9. (a) Peter D. Kinnear -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Vice President
(d) No
(e) No
(f) United States of America
Page 4 of 9
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10. (a) Stephanie Kushner -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Vice President and Treasurer of FMC
(d) No
(e) No
(f) United States of America
11. (a) Ronald D. Mambu -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Vice President and Controller of FMC
(d) No
(e) No
(f) United States of America
12. (a) James A. McClung -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Vice President-Worldwide Marketing of FMC
(d) No
(e) No
(f) United States of America
13. (a) William J. Wheeler -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Vice President of FMC
(d) No
(e) No
(f) United States of America
14. (a) William G. Walter -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Vice President and General Manager-Specialty Chemicals Group of FMC
(d) No
(e) No
(f) United States of America
page 5 of 9
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15. (a) B.A. Bridgewater, Jr. -- director
(b) Brown Group, Inc., 8300 Maryland Avenue, St. Louis, MO 63105
(c) Chairman of the Board, President and Chief Executive Officer of
Brown Group, Inc., a diversified marketer and retailer of footwear,
8300 Maryland Avenue, St. Louis, MO 63105
(d) No
(e) No
(f) United States of America
16. (a) Paul L. Davies, Jr. -- director
(b) Lakeside Corporation, 50 Fremont Street, Suite 3520, San Francisco,
CA 94105
(c) President of Lakeside Corporation, a real estate investment company,
50 Fremont Street, Suite 3520, San Francisco, CA 94105
(d) No
(e) No
(f) United States of America
17. (a) William F. Reilly -- director
(b) PRIMEDIA Inc., 745 Fifth Avenue, Fl. 23, New York, NY 10151
(c) Chairman and Chief Executive Officer of PRIMEDIA Inc., a diversified
media company, 745 Fifth Avenue, Fl. 23, New York, NY 10151
(d) No
(e) No
(f) United States of America
18. (a) James R. Thompson -- director
(b) Winston & Strawn, 35 West Wacker Drive, Chicago, Illinois 60601
(c) Chairman, Chairman of the Executive Committee and Partner of Law
firm of Winston & Strawn, 35 West Wacker Drive, Chicago, Illinois
60601
(d) No
(e) No
(f) United States of America
19. (a) Enrique Sosa -- director
(b) c/o FMC Corporation, 200 East Randolph Drive, Chicago, Illinois
60601
(c) Retired
(d) No
(e) No
(f) United States of America
page 6 of 9
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20. (a) Asbjorn Larsen -- director
(b) Saga Petroleum ASA, P.O. Box 1345 VIKA, N-O113 Oslo, Norway
(c) Retired President and Chief Executive Officer of Saga Petroleum ASA, a
petroleum company, P.O. Box 1345 VIKA, N-O113 Oslo, Norway
(d) No
(e) No
(f) Norway
21. (a) Edward J. Mooney -- director
(b) Nalco Chemical Company, One Nalco Center, Naperville, IL 60563-1198
(c) Chairman and Chief Executive Officer of Nalco Chemical Company, a
specialty chemicals company, One Nalco Center, Naperville, IL
60563-1198
(d) No
(e) No
(f) United States of America
22. (a) Patricia A. Buffler -- director
(b) University of California at Berkeley, 140 Earl Warren Hall, Berkeley,
CA 94720-7360
(c) Dean and Professor of Epidemiology at the University of California,
Berkeley School of Health, 140 Earl Warren Hall, Berkeley, CA
94720-7360
(d) No
(e) No
(f) United States of America
23. (a) Albert J. Costello -- director
(b) W.R. Grace & Co., 1750 Clint Moore Rd., Boca Raton, FL 33487
(c) Chairman, President and Chief Executive Officer of W.R. Grace & Co., a
supplier of flexible packaging and specialty chemicals, 1750 Clint
Moore Rd., Boca Raton, FL 33487
(d) No
(e) No
(f) United States of America
24. (a) Clayton Yeutter -- director
(b) Hogan & Hartson, L.L.P., Columbia Square, 555 Thirteenth Street NW,
Washington, D.C. 20004-1109
(c) Of Counsel, Law Firm of Hogan & Hartson L.L.P., Columbia Square, 555
Thirteenth Street NW, Washington, D.C. 20004-1109
(d) No
(e) No
(f) United States of America
page 7 of 9
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Item 4 is hereby amended to add the following:
ITEM 4. PURPOSE OF TRANSACTION.
As previously reported, in connection with, and based upon FMC's most
recent periodic review of its investment in the Issuer, on February 4, 2000 FMC
made a proposal to the Board of Directors of the Issuer pursuant to which FMC
would acquire control of, and the entire equity interest in, the Issuer, for
cash in an amount equal to approximately $27 million in the aggregate or $1.75
per share of Class A Common Stock (including shares of Class A Common Stock
issued upon conversion of the outstanding shares of the Issuer's Class B Common
Stock, no par value per share).
On February 14, 2000, FMC increased its proposal to $2.10 per share in
cash. The Board of Directors of the Issuer allowed the FMC proposal to expire by
its terms.
Item 7 is hereby amended to add the following:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 9 - Press Release, dated February 15, 2000.
page 8 of 9
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 15, 2000 FMC CORPORATION
By:/s/ Charles H. Cannon, Jr.
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Name: Charles H. Cannon, Jr.
Title: Vice President
page 9 of 9
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INVESTOR
MEDIA: RELATIONS:
Immediate Tom Kline Randy Woods
(312) 861-6100 (312) 861-6160
Pat Brozowski
(312) 861-6104
FMC PROPOSAL TO ACQUIRE ADVANCED MACHINE VISION CORPORATION EXPIRES
CHICAGO, FEBRUARY 15, 2000--FMC Corporation [NYSE: FMC] today announced that its
proposal to acquire Advanced Machine Vision Corporation [NASDAQ: AMVC] has
expired. On February 4, 2000, FMC proposed to the AMVC board a transaction at
$1.75 per share, and on February 14 increased its proposal to $2.10 per share;
in each case, all cash. The AMVC board allowed FMC's revised proposal to expire
by its terms.
According to Charles H. Cannon, FMC vice president and general manager of
FMC FoodTech: "We continue to believe a transaction makes great sense from the
standpoint of both companies. While we are obviously disappointed in the AMVC
board's response, we are reserving all our rights as a Series B Preferred
Stockholder."
FMC Corporation holds all Series B Preferred Stock of Advanced Machine
Vision Corporation. Under the terms of that preferred stock, FMC Corporation's
approval is required for certain matters, including any merger, sale of control
or sale of substantially all of Advanced Machine Vision Corporation's assets.
FMC Corporation is one of the world's leading producers of chemicals and
machinery for industry and agriculture. FMC employs approximately 16,000 people
at more than 100 manufacturing facilities and mines in 25 countries. The
company divides its businesses into five segments: Energy Systems, Food and
Transportation Systems, Agricultural Products, Specialty Chemicals, and
Industrial Chemicals.
--more--
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PAGE TWO/ FMC PROPOSAL TO ACQUIRE ADVANCED MACHINE VISION CORPORATION EXPIRES
Safe Harbor Statement under the Private Securities Act of 1995:
Statements in this news release that are forward-looking statements are subject
to various risks and uncertainties concerning specific factors in FMC's Form 10-
K report and other SEC filings. There can be no assurance that any transaction
will be approved or completed. Such information contained herein represents FMC
management's best judgment as of the date hereof based on information currently
available. The corporation does not intend to update this information and
disclaims any legal obligation to the contrary.
# # #
