Koninklijke Philips NV – ‘SC 13D/A’ on 7/26/95 re: Fluke Corp – EX-3

As of:  Wednesday, 7/26/95   ·   Accession #:  891836-95-71   ·   File #:  5-08108

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 1                          13     34K 
 2: EX-2        Electris Stock Purchase Agreement                      3      8K 
 3: EX-3        Sedifo Stock Purchase Agreement                        2      8K 

EX-3   —   Sedifo Stock Purchase Agreement

EX-3
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III-1

                                                           EXHIBIT III

STOCK PURCHASE AGREEMENT    

Stock Purchase Agreement, dated as of June 26, 1995 (the "Agreement"), by       
and between Electris Finance S.A. of Luxembourg, Luxembourg (EF) and Sedifo     
S.A. of Geneva, Switzerland (Sedifo).                                           

WHEREAS Electris Finance S.A. is owner of 250,000 shares of common stock of     
John Fluke Mfg. Co., Inc. of the par value of twenty-five US Dollarcents        
(US$ 0.25) each (the "Fluke-Shares").                                           

WHEREAS, Sedifo desires to purchase and EF desires to sell to Sedifo            
250,000 Fluke-Shares (the "Shares").                                            

NOW, THEREFORE, in consideration of the representations, warranties and         
agreements contained herein, the parties hereby agree as follows:               

1.  STOCK PURCHASE                                                              

Subject to the conditions contained herein, Sedifo hereby agrees to     
purchase and EF hereby agrees to sell to Sedifo the Shares for a price  
of US $ 41.75 per share, giving an aggregate consideration of US $      
10,437,500.-- (ten million four hundred thirty seven thousand and five  
hundred US Dollars).                                                    

The transfer of the Shares under this Agreement shall take place on     
June 30, 1995 (Closing Date), whereas the payment of the Purchase Price 
shall be effected on July 7, 1995.                                      

2.  REPRESENTATION AND WARRANTIES                                               

a)  EF represents and warrants as follows:                              

     i)      EF has good and valid title to the Shares, free and clear
             of all claims, liens, security interests and encumbrances
of any nature whatsoever,                   

 ii)      EF has full power and authority to execute and deliver
            this Agreement and to perform its obligations hereunder,

  iii)      This agreement is a legally valid and binding obligation
        of EF, enforceable against EF in accordance with its
terms.                                      

EX-3
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b)  Sedifo hereby represents and warrants as follows:                   

i)      Sedifo has full power and authority to execute and  
         deliver this Agreement and to perform its obligations
hereunder;                                  

   ii)      This Agreement is a legally valid and binding obligation
            of Sedifo, enforceable against Sedifo in accordance with
its terms.                                  

3.  CONDITIONS                                                                  

a)  The obligations of EF are subject to the satisfaction on the        
Closing Date of the conditions that the representations and     
warranties made by Sedifo in this Agreement were true when made 
and shall be true as at Closing Date with the same force and    
 effect as if such representations and warranties were made at and
as of the Closing Date.                                         

b)  The obligations of Sedifo are subject to the satisfaction on the    
Closing Date of the conditions that the representations and     
warranties made by EF in the Agreement were true when made and  
shall be true as at the Closing Date with the same force and    
  effects if such representations and warranties were made at and as
of the Closing Date.                                            

4.  GENERAL                                                                     

This Agreement may not be modified except in writing document signed by 
both parties.                                                           

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on     
June 26, 1995.                                                                  

ELECTRIS FINANCE S.A.                     SEDIFO S.A.                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/26/95
		7/7/95		1					SC 13G
		6/30/95		1
		6/26/95		1		2
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