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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
SILICON VALLEY GROUP, INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
827066-10-1
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(CUSIP Number)
Rebecca K. Schmitt, Esq.
Gray Cary Ware & Freidenrich
4365 Executive Drive, Suite 1600
San Diego, California 92121
(619) 677-1446
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 22, 1996
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(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.
[ ]
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<S> <C>
CUSIP NO. 827066-10-1
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SEMATECH, INC.
IRS No. 77-0164704
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
Not Applicable (disposition)
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
Number of Shares 7. SOLE VOTING POWER
Beneficially Owned 0
by Each Reporting
Person With 8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This Schedule 13D relates to the disposition by SEMATECH, INC., a
Delaware not-for-profit corporation ("SEMATECH") of shares of the Common Stock
of Silicon Valley Group, Inc., a Delaware corporation ("SVG"). The principal
executive offices of SVG are located at 101 Metro Drive, Suite 400, San Jose,
California 95110.
Item 2. Identity and Background.
This statement is being filed on behalf of SEMATECH, which maintains
its principal business address at 2706 Montopolis Drive, in Austin, Texas
78741-6499. SEMATECH is a not-for-profit membership corporation organized to
conduct research and development in advanced semiconductor manufacturing
technology (including related processes, materials, equipment, computer
software and systems), to test and demonstrate the developed technology, to
develop techniques for adapting the manufacturing processes to flexible
manufacturing systems for the production of diverse semiconductor products, and
to transfer the resulting technology to its members for their use. No single
member of SEMATECH controls SEMATECH. The United States Government is not a
member of SEMATECH, but has provided financial assistance to SEMATECH.
The citizenship, business address, and principal occupation of each of
the executive officers and directors of SEMATECH are set forth on Schedule A
attached hereto and incorporated herein by reference.
During the last five years, neither SEMATECH nor, to the knowledge of
SEMATECH, any of the persons listed on Schedule A, have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, neither SEMATECH nor, to the knowledge of SEMATECH,
any of the persons listed on Schedule A, have been party to a civil proceeding
of a judicial or administrative body of competent jurisdiction where the 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.
Not Applicable.
Item 4. Purpose of the Transaction.
Not Applicable.
Item 5. Interest in Securities of SVG.
(a) Sematech does not beneficially own any shares of common stock
of SVG.
(b) Not Applicable.
(c) On November 22, 1996 SEMATECH sold 701,923 shares of common
stock of SVG in open market transactions pursuant to Rule 144. The average
sale price of the shares was $21.2562 per share.
(d) No person other than SEMATECH has the right to receive or the
power to direct the receipt of the proceeds from the sale of such shares.
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(e) SEMATECH ceased to be the beneficial owner of more than five
percent of SVG on or before April 16, 1996, the date SEMATECH exercised its
warrant to purchase shares of SVG common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of SVG.
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 4, 1996 SEMATECH, INC.
By: /s/ Robert E. Falstad
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Name: Robert E. Falstad
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Title: General Counsel and Secretary
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SCHEDULE A
TO SCHEDULE 13D FILED
BY
SEMATECH, INC.
The following table sets forth certain information concerning each of the
directors and executive officers of SEMATECH, Inc. as of the date hereof (to
the knowledge of SEMATECH, citizenship information set forth below is correct;
however, SEMATECH has made no inquiry with respect thereto.
OFFICERS:
Name: William J. Spencer
Citizenship: U.S.
Business Address: SEMATECH, Inc.
Chairman of the Board
President &
Chief Executive Officer
2706 Montopolis Drive
Austin, Texas 78741
Principal Occupation: Electronics Industry Executive
Name: Robert W. Galvin
Citizenship: U.S.
Business Address: SEMATECH, Inc.
Vice Chairman of the Board
MOTOROLA, Inc.
Chairman of the Exec. Comm.
1303 East Algonquin Road
Schaumburg, IL 60196
Principal Occupation: Electronics Industry Executive
Name: James B. Owens
Citizenship: U.S.
Business Address: SEMATECH, Inc.
Executive Vice President
& Chief Operating Officer
2706 Montopolis Drive
Austin, Texas 78741
Principal Occupation: Electronics Industry Executive
Name: M. Franklin Squires
Citizenship: U.S.
Business Address: SEMATECH, Inc.
Senior Vice President
& Chief Administrative Officer
2706 Montopolis Drive
Austin, Texas 78741
Principal Occupation: Electronics Industry Executive
Name: Robert E. Falstad
Citizenship: U.S.
Business Address: SEMATECH, Inc.
General Counsel
& Secretary
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2706 Montopolis Drive
Austin, Texas 78741
Principal Occupation: Corporate Attorney
DIRECTORS
Name: Gene Conner
Citizenship: U.S.
Business Address: ADVANCED MICRO DEVICES
Senior Vice President
One AMD Place
P.O. Box 3453
Sunnyvale, CA 94088-3453
Principal Occupation: Electronics Industry Executive
Name: Robert E. Caldwell
Citizenship: U.S.
Business Address: DIGITAL EQUIPMENT CORP.
Vice President
Digital Semiconductor
75 Reed Road
MS HL02-2/M12
Hudson, MA 01749
Principal Occupation: Electronics Industry Executive
Name: George E. Bodway
Citizenship: U.S.
Business Address: HEWLETT-PACKARD CO.
Corporate Planning Manager
3000 Hanover Street, MS 20BT
Palo Alto, CA 94304
Principal Occupation: Electronics Industry Executive
Name: O.B. Bilous
Citizenship: U.S.
Business Address: IBM CORPORATION
General Manager
Memory Products Group
1580 Route 52
Building 504, Zip 92X
Hopewell Jct., NY 12533
Principal Occupation: Electronics Industry Executive
Name: Craig R. Barrett
Citizenship: U.S.
Business Address: INTEL CORPORATION
Executive Vice President &
Chief Operating Officer
5000 W. Chandler Blvd.
MS CH5-201
Chandler, AZ 85226
Principal Occupation: Electronics Industry Executive
Name: John T. Dickson
Citizenship: U.S.
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Business Address: LUCENT TECHNOLOGIES, INC.
Vice President,
Integrated Circuit Group
555 Union Boulevard
Room 21E205
Allentown, PA 18103
Principal Occupation: Electronics Industry Executive
Name: William L. George
Citizenship: U.S.
Business Address: MOTOROLA
Director of Manufacturing,
Semiconductor Products Sector
3102 N. 56th Street
MS 56-208
Phoenix, AZ 85018
Principal Occupation: Electronics Industry Executive
Name: Gobi R. Padmanabhan
Citizenship: U.S.
Business Address: NATIONAL SEMICONDUCTOR CORP.
Senior Vice President,
Technology R&D
2900 Semiconductor Drive
MS: E-110
Santa Clara, CA 95051
Principal Occupation: Electronics Industry Executive
Name: John E. Algeo
Citizenship: U.S.
Business Address: ROCKWELL INTERNATIONAL
Vice President, Operations
Semiconductor Systems
4311 Jamboree Road
Newport Beach, CA 92660
Principal Occupation: Electronics Industry Executive
Name: Alexander V. d'Arbeloff
Citizenship: U.S.
Business Address: TERADYNE, INC.
Chairman & CEO
321 Harrison Avenue
Boston, MA 02118
Principal Occupation: Electronics Industry Executive
Name: Richard K. Templeton
Citizenship: U.S.
Business Address: Texas Instruments, Inc.
Executive VP, President,
Semiconductor Group
M/S 8681
P.O. Box 660199
Dallas, TX 75266-0199
Principal Occupation: Electronics Industry Executive
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