<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------
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. 1)/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 4, 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)
- ----------------------------------
/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
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
FMC Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- ------------------------------------------------------------------------------
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)
-----------------------------------------------------------
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-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 2,789,342
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 17.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE>
Amendment No. 1 (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) 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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3. (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
4. (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
5. (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
6. (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
7. (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
Page 4 of 9
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8. (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
9. (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
10. (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
11. (a) Joseph H. Netherland -- executive officer
(b) 200 East Randolph Drive, Chicago, Illinois 60601
(c) Executive Vice President of FMC
(d) No
(e) No
(f) United States of America
12. (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
13. (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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14. (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
15. (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
16. (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
17. (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
18. (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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19. (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
20. (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
21. (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
22. (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
23. (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
<PAGE>
Item 3 is hereby amended to add the following:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
FMC expects to pay for any shares of Class A Common Stock acquired pursuant
to the proposal discussed in Item 4 below with funds from its general working
capital.
Item 4 is hereby amended to add the following:
ITEM 4. PURPOSE OF TRANSACTION.
As previously reported, FMC acquired 119,106 shares of Series B Preferred
Stock and the Option for the purpose of investing in the Issuer and its
technology. FMC indicated that it intended to review its investment position in
the Issuer periodically and, depending on such review and other factors
including market conditions and share prices, the Issuer's business prospects,
technology, future developments and applicable legal requirements, FMC may seek
to acquire additional securities of the Issuer from time to time in the open
market or in negotiated transactions.
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). The completion of the acquisition would result in the Class A Common
Stock of the Issuer (i) being 100% owned by FMC, (ii) ceasing to be authorized
for quotation on the NASDAQ Stock Market, and (iii) becoming eligible for
deregistration pursuant to Section 12(g)(4) of the Exchange Act of 1934, as
amended. If the acquisition of the Issuer is completed, FMC intends to sell all
of the outstanding stock of Ventek, a wholly-owned subsidiary of the Issuer, to
Mr. Rodger Van Voorhis. On February 4, 2000 FMC entered into a letter of intent
with Mr. Rodger Van Voorhis providing for such sale of Ventek.
There can be no assurance that any transaction will be approved or
completed.
Item 7 is hereby amended to add the following:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 6 - Letter from FMC to Board of Directors of the Issuer, dated
February 4, 2000.
Exhibit 7 - Letter of Intent between FMC and Mr. Rodger Van Voorhis, dated
February 4, 2000.
Exhibit 8 - Press Release, dated February 4, 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 4, 2000 FMC CORPORATION
By:/s/ Charles H. Cannon, Jr.
--------------------------
Name: Charles H. Cannon, Jr.
Title: Vice President
page 9 of 9
<PAGE>
Exhibit 6
February 4, 2000
Board of Directors
Advanced Machine Vision Corporation
2067 Commerce Drive
Medford, Oregon 97504
Gentlemen:
FMC is pleased to submit this proposal to acquire AMVC for $1.75 per
share in cash. We believe this transaction provides AMVC's shareholders with a
full and fair price and will give AMVC's employees and customers significant
benefits in terms of growth and stability.
Because of our current ownership position and other relationships,
FMC is in a position to move very quickly and on terms and conditions which
provide the greatest level of certainty of consummation that you could
reasonably expect from any potential acquiror. We expect no issues from the
standpoint of regulatory approval. We obviously do not have a financing
condition.
Of course, any transaction would be subject to negotiation, approval
and execution of definitive written agreements. We respectfully request that the
Board authorize the commencement of negotiations at today's meeting and that the
Board establish a negotiating committee to work with AMVC's financial and legal
advisors. If the Board takes those steps, we will direct our counsel to deliver
a draft Agreement to AMVC's counsel no later than February 7, 2000.
Two aspects of the Agreement as we envision it warrant a preview. It will
be a condition to FMC's willingness to execute the Agreement that there be a
simultaneous execution of an agreement with Rodger Van Voorhis providing for his
purchase of Ventek immediately following the consummation of FMC's acquisition
of AMVC. We believe that this condition should not be viewed as significant,
because FMC and Mr. Van Voorhis agreed in principle on the terms of such a
transaction earlier today. (A copy of that agreement in principle is attached
for your information.) Second,
<PAGE>
Board of Directors
Page 2
February 4, 2000
in order to expedite getting funds to the non-tendering holders at the "back
end," it would be desirable that the holders of all Class B shares agree to
tender or convert their shares to Class A.
In light of our position as a Schedule 13D filer, we are today
amending our current filing and issuing a press release. (A copy of our press
release is attached for your information.)
A Board meeting is already scheduled for February 10, 2000. It would
be ideal if we could move things along to the point of having an Agreement to
review in detail on that date, to approve on the following day and to execute as
soon as possible thereafter. If the Board will need more time than that to
complete its work and obtain a fairness opinion, we would clearly understand.
Nevertheless, we see no reason why an Agreement could not be entered into by
February 17, 2000 and, accordingly, this proposal will be deemed rejected if an
Agreement has not been executed by that date.
We look forward to hearing from you.
Sincerely,
FMC CORPORATION
By: /s/Charles H. Cannon
---------------------------
Charles H. Cannon
Vice President
General Manager of Food
and Transportation
Systems
Attachments
<PAGE>
Exhibit 7
February 4, 2000
Mr. Rodger Van Voorhis CONFIDENTIAL/BY TELECOPY
707 Ivy ------------------------
Eugene, Oregon 97404
Dear Rodger:
Yesterday the senior management of FMC authorized FMC Food Tech Group
to make a proposal to the AMVC Board for the acquisition by FMC of AMVC. That
acquisition will be subject to the negotiation, execution and delivery of a
definitive written agreement between FMC and AMVC.
FMC's willingness to enter into such an agreement with AMVC will be
subject to the execution and delivery of a separate agreement between you and
Veneer Technology Partners, on the one hand, and FMC, on the other hand,
providing for two things: (1) your agreement to acquire Ventek from AMVC after
AMVC has been acquired by FMC and (2) your acknowledgment that neither that
transaction nor the acquisition of AMVC triggers any obligations to you under
any change in control agreement (i.e., "golden parachute") or other severance
agreement or policy.
The purpose of this letter is to confirm your agreement in principle
with FMC to each of these items and certain other matters, all as more
specifically set forth below. You and FMC agree in principle to the following:
1. Acquisition of Ventek. You (or an affiliated corporation or
----------------------
partnership formed for such purpose) (the "Purchaser") will agree to acquire the
stock of Ventek from AMVC on the following terms and conditions:
a. Purchase Price. The aggregate purchase price will be $6.2
---------------
million payable at closing and comprised of $3.7 million
of cash and the surrender and cancellation of debt and
notes of AMVC held by you aggregating $2.50 million.
b. Other Financial Terms. Rodger Van Voorhis' obligation to
----------------------
Ventek in the amount of approximately $250,000, will be
waived immediately after acquiring Ventek. Any cash in
Ventek in excess of $150,000 will be paid to AMVC by
<PAGE>
Mr. Rodger Van Voorhis
February 4, 2000
Page 2
dividend prior to closing. Each of the Purchaser and AMVC
will bear its own expenses in connection with the
transaction, including those relating to this agreement in
principle.
c. Representations and Warranties; Closing Conditions. Neither
--------------------------------------------------
AMVC nor FMC will make representations or warranties to the
Purchaser regarding Ventek other than representations and
warranties about corporate authority and ownership of stock.
The only material closing condition will be the completion
by FMC of its acquisition of 100% of the equity of AMVC.
d. Other. The Purchaser and Ventek, on the one hand, and AMVC,
-----
on the other hand, will agree to mutual five-year non-
competition agreements and mutual three-year non-
solicitation-of-employees agreements. Ventek will receive
from AMVC a license for SRC chip sorter and other applicable
SRC technology for a forest product field of use.
2. Severance Payments. You (and the other individuals who have
------------------
signed in the places provided below your countersignature) will
acknowledge that neither of the aforesaid transactions triggers
any obligations to you under any change in control (i.e., "golden
parachute") or other severance agreement or policy of either AMVC
or Ventek.
The obligations of FMC and you as to these items will be subject to
the negotiation, execution and delivery of a definitive written agreement (and
the satisfaction of any conditions set forth therein). It is anticipated that
any such agreement would be entered into contemporaneously with the execution
and delivery of a definitive written agreement between AMVC and FMC and would
close promptly after FMC has acquired 100% ownership of AMVC.
Nothing herein shall constitute or be deemed to constitute, and the
parties hereto do not have, any agreement, arrangement or understanding relating
to or for the purpose of acquiring, holding, voting or disposing of any
securities of AMVC.
<PAGE>
Mr. Rodger Van Voorhis
February 4, 2000
Page 3
It is understood and agreed that if the definitive written agreements
described herein have not been executed and delivered by April 30, 2000, then
either party may terminate this agreement in principle by written notice to the
other party.
Because it is FMC's intention to make a proposal to the AMVC Board at
its telephonic meeting now scheduled for 4:00 p.m. (Eastern time) today (Friday,
February 4, 2000), we respectfully request that you indicate your acceptance
hereof no later than 2:00 p.m. (Eastern time) today. You understand that it is
our intention to share a copy of this letter with the AMVC Board and to file a
copy of this letter, and make related disclosures, in various filings with the
SEC.
Please indicate your acceptance by countersigning and dating in the
space provided below and faxing it back to me at 312-861-5897.
Very truly yours,
FMC CORPORATION
By: /s/Charles H. Cannon
Charles H. Cannon
Vice President
General Manager of Food and
Transportation Systems
ACCEPTED as of February 4, 2000
/s/Rodger Van Voorhis
- ------------------------------------
RODGER VAN VOORHIS, personally and
on behalf of Veneer Technology Partners
ACCEPTED as of February 4, 2000 in
respect of Numbered Paragraph 2 herein
- ------------------------------------
THOMAS THOMPSON
- ------------------------------------
DOUGLAS HICKMAN
- ------------------------------------
KENNETH WINDER
<PAGE>
Exhibit 8
INVESTOR
MEDIA: RELATIONS:
Immediate Tom Kline Randy Woods
(312) 861-6100 (312) 861-6160
Pat Brozowski
(312) 861-6104
FMC Proposes To Acquire Advanced Machine Vision Corporation
CHICAGO, February 4, 2000--FMC Corporation [NYSE: FMC] today announced that it
has proposed to acquire Advanced Machine Vision Corporation [NASDAQ: AMVC] for
$1.75 per share in cash or an aggregate of approximately $27 million. The
proposal was made earlier today to the Advanced Machine Vision Corporation Board
of Directors.
According to Charles H. Cannon, FMC vice president, and general manager of
FMC FoodTech: "We believe this transaction makes great sense from the standpoint
of both companies. For FMC FoodTech, optical sorting technology complements our
food safety and solutions strategy. In addition, our global sales and service
capability can strengthen AMVC's market access. For Advanced Machine Vision
Corporation, we believe its shareholders will be provided with a full and fair
price and its employees and customers will be given an opportunity for enhanced
growth and stability."
FMC Corporation holds 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, sales of control or sale
of substantially all of Advanced Machine Vision Corporation's assets.
Advanced Machine Vision Corporation designs, develops, manufactures and
markets machine vision systems that improve quality, enhance yield, reduce
production costs and increase throughput in a variety of markets and
applications.
-more-
<PAGE>
Page Two/FMC proposes to acquire Advanced Machine Vision Corporation
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.
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.
# # #
