<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-77859 and 333-77859-01
PROSPECTUS SUPPLEMENT DATED JUNE 21, 1999
(To Prospectus filed on May 6, 1999, Prospectus Supplement dated May 19, 1999
and Prospectus Supplement dated June 3, 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
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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
AND OFFERED OWNED
SELLING SECURITYHOLDER HERE (1)(2)
---------------------- ------------------------- --------------------
<S> <C> <C>
Michael Arsulich.................................................. 10,000 182
Grinnell Morris Jr. Settlor N/A 7/9/82........................... 10,000 182
Argent Classic Convertible Arbitrage Fund (Bermuda) L.P. ......... 5,500,000(3) 100,127
Fidelity Financial Trust: Fidelity Convertible Securities Fund .... 2,500,000 45,512
</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.
(3) As amended from the Prospectus Supplement dated May 19, 1999.
