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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
Laser Power Corporation
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(Name of Issuer)
common stock, par value $.001 per share
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(Title of Class of Securities)
51806K 10 4
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(CUSIP Number)
Richard C. Laird
Executive Vice President
Union Miniere USA Inc.
3120 Highwoods Blvd, Ste. 110
Raleigh, NC 27604
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 19, 2000
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or
240.13d-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 ss.240.13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 pages)
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*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 ("Act") 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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SCHEDULE 13D
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CUSIP NO. 51806K 10 4 Page 2 of 7 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
n.v. Union Miniere s.a.
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2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
Belgium
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7. Sole Voting Power
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 957,795
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
957,795
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
957,795
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
9.95
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14. Type of Reporting Person (See Instructions)
CO
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SCHEDULE 13D
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CUSIP NO. 51806K 10 4 Page 3 of 7 Pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Union Miniere USA Inc.
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2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 957,795
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 0
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
957,795
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
957,795
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
9.95
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP NO. 51806K 10 4 Page 4 of 7 Pages
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This Amendment No. 3 to Schedule 13D relating to the common stock, par
value $0.001 per share, of Laser Power Corporation, a Delaware corporation
("Laser Power"), is being filed on behalf of (i) Union Miniere USA Inc., a
Delaware corporation formerly known as Union Miniere Inc. ("Union Miniere USA"),
by virtue of its direct beneficial ownership of Laser Power's common stock and
(ii) n.v. Union Miniere s.a., a Belgian corporation, which owns approximately
82% of the stock of Union Miniere USA. The remaining stock of Union Miniere USA
is held by n.v. Sogem s.a., a Belgian corporation, virtually all of the
outstanding shares of which are held by n.v. Union Miniere s.a. This Amendment
No. 3 is being filed to amend the Schedule 13D which was originally filed with
the Securities and Exchange Commission ("SEC") on October 6, 1999, as amended on
April 7, 2000 and on June 1, 2000 (the "Schedule 13D"). Unless otherwise
indicated, all capitalized terms used herein but not defined herein shall have
the meaning as set forth in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to add the following information:
On June 15, 2000, Union Miniere USA, a wholly owned subsidiary of Union
Miniere S.A., revised its offer to merge with Laser Power. Under the terms of
the revised offer, Laser Power's stockholders would receive all cash
consideration with a guaranteed "floor" of $4.25 per share. The actual per share
price of Union Miniere USA's offer would be determined using the same formula as
the offer made by II-VI Corporation: the actual per share cash consideration to
be paid for each outstanding share of Laser Power common stock would be based on
the volume weighted average trading price of II-VI's common stock during the 12
trading days prior to the commencement of the tender offer and would be fixed at
the time of commencement. The offer also contained a ceiling of $4.55 per share.
On June 16, 2000, Union Miniere USA again revised its offer (the "June
16 offer") to merge with Laser Power. Under the terms of the June 16 offer,
Laser Power's stockholders will receive $4.40 per share, all in cash, for each
outstanding share of Laser Power common stock. The source of the funds used to
pay for these shares will be from Union Miniere USA's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following information:
On June 15, 2000, Union Miniere USA, a wholly owned subsidiary of Union
Miniere S.A., revised its offer to merge with Laser Power. On June 16, 2000,
Union Miniere USA again revised its offer to merge with Laser Power. Under the
terms of the June 16 offer, Laser Power's stockholders will receive $4.40 per
share, all in cash, for each outstanding share of Laser Power common stock.
Under the terms of the Agreement of Plan of Merger, Laser Power's Board of
Directors is required to accept Union Miniere USA's revised offer if its terms
are at least as favorable as the terms of II-VI's offer. On June 18, 2000, Laser
Power's Board of Directors determined that the terms of the June 16 offer are at
least as favorable as the terms of II-VI's offer. On June 19, 2000, the parties
signed an amendment to the Agreement of Plan of Merger to reflect the terms of
the June 16 offer. ACEC, Inc. ("ACEC"), a Delaware corporation and a wholly
owned subsidiary of Union Miniere USA, will commence the tender offer for all of
the outstanding shares of Laser Power common stock by July 3, 2000.
ITEM 5. INTEREST IN SECURITIES OF LASER POWER
The first paragraph of Item 5(a) is hereby amended to state in its
entirety as follows:
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CUSIP NO. 51806K 10 4 Page 5 of 7 Pages
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(a) Union Miniere USA is the beneficial owner of 957,795 shares of
Laser Power's common stock. Because n.v. Union Miniere s.a. owns, directly or
indirectly, virtually all of the shares of outstanding stock of Union Miniere
USA, n.v. Union Miniere s.a. beneficially owns all of these shares. The shares
beneficially owned by the Reporting Persons represent approximately 9.95% of
Laser Power's outstanding common stock (calculated as required by Rule
13d-3(d)(1) and based on there being 9,622,150 shares of Laser Power common
stock outstanding on March 26, 2000, according to Laser Power's Quarterly Report
on Form 10-Q dated May 9, 2000).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended to add the following information:
On June 1, 2000, Union Miniere USA entered into a definitive Agreement
and Plan of Merger with Laser Power and ACEC whereby Laser Power would become a
wholly owned subsidiary of Union Miniere USA. The Agreement and Plan of Merger
was amended on June 19, 2000. Under the terms of the Agreement and Plan of
Merger (as amended, the "Amended Agreement and Plan of Merger") and as a first
step to the merger, ACEC will commence a tender offer by July 3, 2000 for all of
Laser Power's outstanding shares of common stock for a cash purchase price of
$4.40 per share, for a total cash purchase price of approximately $38.1 million.
Laser Power will be merged with and into ACEC following the satisfaction of
certain conditions in the Amended Agreement and Plan of Merger, including, among
other things, the approval of the United States Department of Defense and the
Committee on Foreign Investments in the United States. Each of the board of
directors of Union Miniere USA and Laser Power has approved the Amended
Agreement and Plan of Merger and the tender offer and merger transactions
contemplated thereby. A copy of the Agreement and Plan of Merger is attached
hereto as Exhibit 5 and a copy of the amendment to the Agreement and Plan of
Merger is attached hereto as Exhibit 6.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description
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1 Joint Filing Agreement
2 Confidentiality Agreement between Laser Power and Union Miniere USA,
dated February 25, 1999.*
3 Press Release dated June 16, 2000. 4 Press Release dated June 19, 2000.
5 Agreement and Plan of Merger dated as of June 1, 2000 by and between
Laser Power, Union Miniere USA and ACEC (attachment omitted).*
6 Amendment to the Agreement and Plan of Merger dated as of June 19, 2000
by and between Laser Power, Union Miniere USA and ACEC.
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*Previously filed.
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CUSIP NO. 51806K 10 4 Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: June 20, 2000 n.v. Union Miniere s.a.
/s/ Thomas Leysen
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Thomas Leysen
Chief Executive Officer
Dated: June 20, 2000 Union Miniere USA Inc.
/s/ Richard C. Laird
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Richard C. Laird
Executive Vice President
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CUSIP NO. 51806K 10 4 Page 7 of 7 Pages
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EXHIBIT INDEX
Exhibit Description
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1 Joint Filing Agreement
2 Confidentiality Agreement between Laser Power and Union Miniere USA,
dated February 25, 1999.*
3 Press Release dated June 16, 2000. 4 Press Release dated June 19, 2000.
5 Agreement and Plan of Merger dated as of June 1, 2000 by and between
Laser Power, Union Miniere USA and ACEC (attachment omitted).*
6 Amendment to the Agreement and Plan of Merger dated as of June 19, 2000
by and between Laser Power, Union Miniere USA and ACEC.
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*Previously filed.
