<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-77859 and 333-77859-01
PROSPECTUS SUPPLEMENT DATED JUNE 3, 1999
(To Prospectus filed on May 6, 1999 and Prospectus Supplement dated May 19,1999)
INTEGRATED PROCESS EQUIPMENT CORP.
PROSPECTUS
$115,000,000
INTEGRATED PROCESS EQUIPMENT CORP.
Issuer
SPEEDFAM-IPEC, INC.
Guarantor
6 1/4% Convertible Subordinated Notes Due 2004
-----------------------
This Prospectus Supplement together, with the Prospectus listed above, is
to be used by certain holders of the above-referenced securities or by their
transferees, pledgees, donees or their successors in connection with the offer
and sale of the above referenced securities.
<PAGE> 2
The table captioned "Selling Securityholders" commencing on page 18 of the
Prospectus is hereby amended to reflect the following additions and changes.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
PRINCIPAL AMOUNT OF SPEEDFAM-IPEC COMMON
NOTES BENEFICIALLY OWNED STOCK BENEFICIALLY
SELLING SECURITYHOLDER AND OFFERED HERE OWNED (1)(2)
---------------------- ---------------- ------------
<S> <C> <C>
AFTRA Health Fund............................................. 200,000 3,641
Associated Electric & Gas Insurance Services Ltd.............. 200,000 3,641
Hambrecht & Quist, LLC........................................ 15,000 273
MainStay Convertible Fund..................................... 1,300,000 23,666
</TABLE>
(1) Includes shares of SpeedFam-IPEC common stock issuable upon conversion of
the Notes.
(2) Assumes a conversion price of $54.93 per share, and a cash payment in lieu
of any fractional share interest. However, this conversion price is
subject to adjustment as described under "Description of Notes --
Conversion." As a result, the number of shares of SpeedFam-IPEC common
stock issuable upon conversion of the Notes may increase or decrease in
the future. Under the terms of the Indenture, fractional shares will not
be issued upon conversion of the Notes; cash will be paid in lieu of
fractional shares, if any.
