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. 2 7 20K
2: EX-99 Exhibit Iv - August 1995 Electris Agreement 3 8K
3: EX-99 Exhibit V - October 1995 Stock Purchase Agr. 3 8K
4: EX-99 Exhibit Vi - December 11, 1995 Stock Purchase Agr. 4 9K
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Fluke Corporation
(Name of Issuer)
Common Stock, Par value $0.25 Per Share
(Title of Class of Securities)
343856 10 0
(CUSIP Number)
W. Loeber Landau
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 15, 1995
(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 [ ].
Check the following box if a fee is being paid with the statement [ ].
SEC 1746(12-91)
2
[Enlarge/Download Table]
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philips Electronics N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
7 SOLE VOTING POWER
888,144
8 SHARED VOTING POWER
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
9 SOLE DISPOSITIVE POWER
888,144
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
888,144
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
14 TYPE OF REPORTING PERSON*
00
3
Item 1. Security and Issuer.
This Amendment No. 2, dated December 29, 1995 (this
"Amendment"), to the Statement on Schedule 13D, dated June 9, 1993 (the
"Original Statement"), as amended, filed by Philips Electronics N.V., a
corporation organized under the laws of The Netherlands ("Philips"),
relates to the common stock, par value $0.25 per share (the "Common
Stock"), of Fluke Corporation, formerly known as John Fluke Mfg. Co., Inc.
(the "Issuer"). The information set forth herein amends and supplements
the information set forth in the Original Statement, as amended. The
address of the principal executive offices of the Issuer are located at
6920 Seaway Boulevard, Everett, Washington 98203.
Item 4. Purpose of Transaction.
Philips acquired the shares of Common Stock beneficially owned
by it for the purpose of investment. Except as otherwise indicated in this
Item 4, Philips has no plan or proposals with respect to the Issuer that
relate to or could result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Philips intends to review on a continuing basis its investment
in the issuer and, subject to the terms and conditions of the Stock
Purchase Agreement dated May 26, 1993 (the "Stock Purchase Agreement")
annexed to the Purchase Agreement, dated February 26, 1993, which was filed
as Exhibit I to the Original Statement, may increase or decrease such
investment. Philips has agreed, pursuant to the Stock Purchase Agreement,
to standstill arrangements and other restrictions and Philips may only sell
such Common Stock pursuant to certain quantity and timing limitations.
Pursuant to the Stock Purchase Agreement, the Issuer has the right of first
refusal to purchase any shares offered for sale by Philips.
Pursuant to the terms of the Stock Purchase Agreement, Philips
is entitled to designate two individuals to the Board of Directors of the
Issuer, so long as the Common Stock beneficially owned by Philips exceeds
12% of the Issuer's outstanding Common Stock. If, at any time, Philips'
interest in the Common Stock drops below 12%, Philips shall cause one of
the two Directors so designated to immediately offer to resign from the
Board of Directors of the Issuer. If the Common Stock beneficially owned
by Philips drops below 6% of the Issuer's outstanding Common Stock, Philips
has agreed to cause the remaining Director designated by Philips to
immediately offer to resign from the Board of Directors of the Issuer. The
directors currently designated by Philips, Mr. Tumminello, the Chief
Executive Offer of North American Philips Corporation, and Dr. J. Peter
Bingham, the President of Philips Laboratories in the U.S., are resigning
4
from the Board of Directors of the Issuer effective January 15, 1996.
Philips is satisfied to be a passive investor and no longer wishes to
exercise its right under the Stock Purchase Agreement to nominate directors
to the Issuer's Board of Directors.
Item 5. Interest in Securities of the Issuer.
(a) and (b). Philips beneficially owns 888,144 shares (11.0%)
of the Common Stock of the Issuer. Philips is deemed to have sole voting
and dispositive power over 888,144 shares of such Common Stock.
(c). Pursuant to the Stock Purchase Agreement, dated as of
August 18, 1995 (the "August 1995 Electris Agreement"), by and between
Philips and Electris Finance, S.A., a Luxembourg company and wholly owned
subsidiary of Philips ("Electris"), on August 18, 1995 Philips sold 250,000
shares of Common Stock to Electris for $9.75 million ($39 per share). The
Issuer had previously failed to exercise its right of first refusal with
respect to such shares of Common Stock. A copy of the August 1995 Electris
Agreement is attached hereto as Exhibit IV and is incorporated by reference
herein. On September 13, 1995, Electris sold 500 shares in an open market
transaction for $20,062.50 ($40.125 per share). On September 19, 1995,
Electris sold an additional 500 shares in an open market transaction for
$20,187.50 ($40.375 per share). Pursuant to the Stock Purchase Agreement,
dated as of October 2, 1995 (the "October 1995 Agreement"), by and between
Electris and Technoventures Holding S.A., a Luxembourg company
("Technoventures "), on October 4, 1995 Electris sold 50,000 shares of
Common Stock to Technoventures for approximately $1.95 million ($39 per
share). A copy of the October 1995 Agreement is attached hereto as Exhibit
V and is incorporated by reference herein. Pursuant to the Stock Purchase
Agreement, dated as of December 11, 1995 (the "December 1995 Agreement"),
by and between Electris and Technoventures, on December 15, 1995 Electris
sold 199,000 shares of Common Stock to Technoventures for approximately
$6,492,375 ($32.625 per share). A copy of the December 1995 Agreement is
attached hereto as Exhibit VI and is incorporated by reference herein.
Item 7. Material to be Filed As Exhibits.
Exhibit Description
IV August 1995 Electris Agreement
V October 1995 Agreement
VI December 1995 Agreement
5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: December 15, 1995 PHILIPS ELECTRONICS N.V.,
a Netherlands corporation
By:/s/ J.A. Rutgers
Name: J.A. Rutgers
Title: General Secretary
6
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
IV August 1995 Electris Agreement IV-1
V October 1995 Agreement V-1
VI December 1995 Agreement VI-1
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SC 13D/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 1/16/96 | | | | | | | None on these Dates |
| | 1/15/96 | | 5 |
| | 12/29/95 | | 4 |
| | 12/15/95 | | 2 | | 6 |
| | 12/11/95 | | 5 |
| | 10/4/95 | | 5 |
| | 10/2/95 | | 5 |
| | 9/19/95 | | 5 |
| | 9/13/95 | | 5 |
| | 8/18/95 | | 5 |
| | 6/9/93 | | 4 |
| | 5/26/93 | | 4 |
| | 2/26/93 | | 4 |
| List all Filings |
↑Top
Filing Submission 0000891836-96-000006 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sun., May 12, 7:31:48.2am ET 