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Advanced Energy Industries Inc – ‘SC 13D’ on 9/15/00 re: Engineering Measurements Co

On: Friday, 9/15/00, at 1:42pm ET · Accession #: 950149-0-2040 · File #: 5-34094

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/15/00  Advanced Energy Industries Inc    SC 13D                 1:34K  Engineering Measurements Co       Bowne - San Francisco/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Advanced Energy Industries, Inc. Schedule 13D         15     57K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interests in Securities of the Issuer Materials to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
3	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
4	Item 4. Purpose of Transaction
6	Item 5. Interests in Securities of the Issuer
7	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Materials to Be Filed as Exhibits

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)

Engineering Measurements Company
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

 292 880 101
--------------------------------------------------------------------------------
(CUSIP Number)

 Richard P. Beck
Advanced Energy Industries, Inc.
1625 Sharp Point Drive
Fort Collins, CO 80525
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to
 Receive Notices and Communications)

 September 5, 2000
--------------------------------------------------------------------------------
 (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(e), 13d-1(f) or 13d-1(g), check the         
following box [ ]                                                               

 (continued on following page)

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------------------------------------------                                      
CUSIP No. 292 880 101                         13D                               
------------------------------------------                                      

------- ------------------------------------------------------------------------
1     NAME OF REPORTING PERSON                                              
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON               

Advanced Energy Industries, Inc.                                

84-0846841                                                      
------- ------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*        (a)  [ ]     
                                                          (b)  [ ]
------- ------------------------------------------------------------------------
3     SEC USE ONLY                                                          

------- ------------------------------------------------------------------------
4     SOURCE OF FUNDS*                                                      

N/A                                                             
------- ------------------------------------------------------------------------
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO  
 ITEM 2(d) OR 2(e)                                             [ ]
------- ------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                                  

Delaware                                                        
------- ------------------------------------------------------------------------
7    SOLE VOTING POWER                      

NUMBER OF           0                                                     
                 ----- ---------------------------------------------------------
SHARES        8    SHARED VOTING POWER                                  
BENEFICIALLY                                                                  
OWNED BY            2,534,583                                             
                 ----- ---------------------------------------------------------
EACH         9    SOLE DISPOSITIVE POWER                              
REPORTING                                                                 
PERSON             0                                                    
                 ----- ---------------------------------------------------------
WITH         10   SHARED DISPOSITIVE POWER                            

2,534,583                         
------- ------------------------------------------------------------------------
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

2,534,583                                                       
------- ------------------------------------------------------------------------
 12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES *
                                                               [ ]
------- ------------------------------------------------------------------------
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

60.0%                                                           
------- ------------------------------------------------------------------------
14    TYPE OF REPORTING PERSON *                                            
CO                                                              
------- ------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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Neither the filing of this Schedule 13D nor any of its contents shall be deemed 
to constitute an admission by Advanced Energy Industries, Inc. that it is the   
beneficial owner of any of the shares of common stock of Engineering            
Measurements Company referred to herein for purposes of Section 13(d) of the    
Securities Exchange Act of 1934 or for any other purpose, and such beneficial   
ownership is expressly disclaimed.                                              

Item 1.       Security and Issuer                                               

            This statement on Schedule 13D relates to the common stock, $.01
par value ("Issuer Stock") of Engineering Measurements Company, a Colorado      
corporation (the "Issuer"). The principal executive offices of the Issuer are   
located at 600 Diagonal Highway, Longmont, CO 80501.                            

Item 2.       Identity and Background                                           

           The name of the person filing this statement is Advanced Energy
Industries, Inc., a Delaware corporation ("Advanced Energy"). The address of the
principal office and place of business of Advanced Energy is 1625 Sharp Point   
Drive, Fort Collins, Colorado 80525.                                            

            Advanced Energy is a global leader in the development, marketing
and support of technology solutions that are critical in the manufacture of     
semiconductors, data storage products and flat panel displays, as well as in    
other applications that involve surface modification and process power control. 
Advanced Energy offers a comprehensive line of technology solutions including   
power conversion and control systems, process monitoring and control tools,     
ion-beam sources, dynamic temperature control products and plasma abatement     
systems.                                                                        

        Schedule A to this statement sets forth for each of Advanced
Energy's directors and executive officers, as of the date of this statement, his
(a) name, (b) residence or business address, and (c) present principal          
occupation or employment and the name, principal business and address of any    
corporation or other organization in which such employment is conducted.        

       During the past five years, neither Advanced Energy nor, to
Advanced Energy's knowledge, any person named in Schedule A to this statement,  
has been convicted in a criminal proceeding, excluding traffic violations or    
similar misdemeanors.                                                           

       During the past five years, neither Advanced Energy nor, to
Advanced Energy's knowledge, any person named in Schedule A to this statement,  
was a party to a civil proceeding of a judicial or administrative body of       
competent jurisdiction as a result of which such person was or is subject to a  
judgment or decree or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding   
any violation with respect to such laws.                                        

Item 3.       Source and Amount of Funds or Other Consideration                 

          This statement on Schedule 13D relates to the shares of Issuer
Stock that are subject to the Voting Agreements (as defined in Item 4). The     
parties to the Voting Agreements                                                

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have entered into such agreements in connection with the Agreement and Plan of  
Reorganization dated as of July 6, 2000 (the "Agreement"), by and among Advanced
Energy, Flow Acquisition Corporation, a Colorado corporation and a wholly owned 
subsidiary of Advanced Energy ("Merger Sub"), and the Issuer. Pursuant to the   
Agreement and subject to the conditions set forth in the Agreement, including   
without limitation approval of the Agreement by the shareholders of the Issuer, 
Merger Sub will be merged with and into the Issuer (the "Merger"). Each share of
Issuer Stock outstanding as of the effective time of the Merger will be         
converted into the right to receive at least 0.2018 shares of common stock of   
Advanced Energy (the "Exchange Ratio"). Also at the effective time of the       
Merger, Advanced Energy will assume any and all options to purchase Issuer Stock
that are then outstanding and convert them into options to purchase common stock
of Advanced Energy, based on the Exchange Ratio. This summary of the Merger is  
qualified in its entirety by reference to the Agreement, a copy of which is     
filed with this statement as Exhibit 2.1 and incorporated herein by reference.  

Item 4.       Purpose of Transaction                                            

             This statement on Schedule 13D relates to the 2,534,583 shares of
Issuer Stock that are subject to the Voting Agreements, as described below (the 
"Subject Shares"). The parties to the Voting Agreements have entered into such  
agreements in connection with the Agreement, pursuant to which Merger Sub will  
be merged with and into the Issuer, with the Issuer surviving the Merger as a   
wholly owned subsidiary of Advanced Energy. References in this statement on     
Schedule 13D to the "Surviving Corporation" are to the Issuer following the     
effective time of the Merger. Shareholders of the Issuer will become            
stockholders of Advanced Energy, and Merger Sub will cease to exist following   
the effective time of the Merger. Each share of Issuer Stock that is outstanding
as of the effective time of the Merger will be converted into the right to      
receive at least 0.2018 shares of common stock of Advanced Energy. Also at the  
effective time of the Merger, Advanced Energy will assume any and all options to
purchase Issuer Stock that are outstanding and convert them into options to     
purchase common stock of Advanced Energy, based on the Exchange Ratio.          

             (a) and (b) The shareholders of the Issuer identified in Schedule
B to this statement (the "Shareholders") have entered into voting agreements    
with Advanced Energy (the "Voting Agreements"), pursuant to which each          
Shareholder has granted to Advanced Energy, or its nominee, an irrevocable proxy
to vote such Shareholder's Subject Shares in favor of the Agreement and against 
any action or agreement which would impede, interfere with or prevent the       
Merger. Also pursuant to the Voting Agreements, each Shareholder has agreed not 
to (i) transfer any of the Subject Shares owned by the Shareholder, except      
pursuant to the Voting Agreement or the Agreement, or (ii) grant any proxy,     
power-of-attorney or other authorization or consent in or with respect to the   
Subject Shares owned by the Shareholder. The Shareholders have represented to   
Advanced Energy that the Subject Shares are beneficially owned by the           
Shareholders. The number of Subject Shares held by each Shareholder is set forth
in Schedule B to this statement. As a result of the Voting Agreements, Advanced 
Energy may be deemed to share with the Shareholders the voting and dispositive  
power of the Subject Shares. The Voting Agreements will terminate on the earlier
to occur of (A) the date upon which the Merger Agreement is terminated in       
accordance with its terms, and (B) December 31, 2000. This summary of the Voting
Agreements is qualified in its entirety by reference to the form of Voting      

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Agreement filed with this statement as Exhibit 3.1, the contents of which are   
incorporated herein by reference.                                               

           As a condition to completing the Merger, which condition may be
waived by Advanced Energy, the persons identified by the Issuer as "affiliates" 
of the Issuer (the "Affiliates") must enter into agreements with Advanced Energy
(the "Affiliate Agreements"), pursuant to which each of the Affiliates will     
agree not to sell, transfer or otherwise dispose of, or reduce his, her or its  
risk with respect to any Issuer Stock (except pursuant to the Merger) or any    
common stock of Advanced Energy issued to the Affiliate in the Merger, in each  
case until after Advanced Energy shall have publicly released a report that     
includes combined financial results of Advanced Energy for a period of at least 
30 days of combined operations of Advanced Energy and the Surviving Corporation.
This summary of the Affiliate Agreements is qualified in its entirety by        
reference to the form of Affiliate Agreement filed with this statement as       
Exhibit 3.2, the contents of which are incorporated herein by reference. As a   
result of the Affiliate Agreements, if and when they are executed and delivered 
to Advanced Energy, Advanced Energy may be deemed to acquire shared dispositive 
power in respect of the shares of Issuer Stock held by the Affiliates; however, 
Advanced Energy intends to disclaim beneficial ownership of such shares.        

(c) Not applicable.                                 

        (d) The persons who are officers and directors of Merger Sub
immediately prior to the effective time of the Merger shall become the officers 
and directors, respectively, of the Surviving Corporation. Each of the persons  
set forth below currently holds the position(s) of Merger Sub set forth opposite
his name:                                                                       

                                                                [Download Table]

Name                        Position                                       
----                        --------                                       
                                                                           
Douglas S. Schatz           Chairman of the Board and Director             
James Gentilcore            President, Director                            
David K. Smith              Chief Financial Officer, Secretary and Director
Hollis L. Caswell           Director                                       
Charles E. Miller           Director                                       

            (e) The Articles of Incorporation of Merger Sub shall become the
Articles of Incorporation of the Surviving Corporation. As a result, upon the   
effectiveness of the Merger, the authorized capitalization of the Issuer will be
changed to that of Merger Sub. The authorized capitalization of Merger Sub      
consists of 1,000 shares of common stock.                                       

(f) Not applicable.                                 

     (g) Upon the effectiveness of the Merger, the Articles of
Incorporation of Merger Sub shall become the Articles of Incorporation of the   
Surviving Corporation, until thereafter amended in accordance with applicable   
Colorado law and the provisions of such Articles of Incorporation and the bylaws
of the Surviving Corporation. Upon the effectiveness of the Merger, the bylaws  
of Merger Sub shall become the bylaws of the Surviving Corporation, until       
thereafter amended in accordance with applicable Colorado law and the provisions
of such                                                                         

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bylaws and the Articles of Incorporation of the Surviving Corporation. As a     
result of the Merger, the Advanced Energy will hold the voting and dispositive  
power of all of the capital stock of the Surviving Corporation.                 

           (h) The Issuer Stock will be de-listed from the Nasdaq National
Market, following the effective time of the Merger.                             

       (i) As a result of the Merger, the Issuer Stock will become
eligible for termination of registration pursuant to Section 12(g)(4) of the    
Securities Exchange Act of 1934.                                                

             (j) Except as described in this statement, Advanced Energy has no
current plan or proposal that relates to, or may result in, any of the matters  
listed in Item 4(a) through (j) of Schedule 13D; however, Advanced Energy       
reserves the right to develop and implement other plans or proposals.           

Item 5.       Interests in Securities of the Issuer                             

          (a) and (b) Advanced Energy may be deemed to be the beneficial
owner of the 2,534,583 Subject Shares by reason of the Voting Agreements. The   
Subject Shares constitute approximately 60.0% of the outstanding shares of      
Issuer stock. Advanced Energy may be deemed to have shared voting and           
dispositive power in respect of the Subject Shares for the reasons described in 
Item 4 of this statement. Advanced Energy does not have any rights in respect of
the Subject Shares, other than those granted to it pursuant to the Voting       
Agreements, and disclaims beneficial ownership of the Subject Shares. To the    
best of Advanced Energy's knowledge, none of the persons named in Schedule A to 
this statement beneficially owns any Issuer Stock, except for (i) James         
Gentilcore who owns 1,000 shares and (ii) Trung Doan who owns 10,000 shares.    

      Schedule B to this statement includes with respect to each
Shareholder his (i) name, (ii) residence or business address, and (iii) present 
principal occupation or employment and the name, principal business and address 
of any corporation or other organization in which such employment is conducted. 
To Advanced Energy's knowledge, none of the Shareholders has been convicted in a
criminal proceeding, excluding traffic violations or similar misdemeanors,      
during the past five years. To Advanced Energy's knowledge, during the past five
years, none of the Shareholders was a party to a civil proceeding of a judicial 
or administrative body of competent jurisdiction, as a result of which such     
person was or is subject to a judgment or decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws. Information 
included in this statement, including information set forth on Schedule B,      
relating to the Shareholders is based on information that has been provided to  
Advanced Energy by the Shareholders in the Voting Agreements or by the Issuer.  
Advanced Energy has not independently verified the truth or accuracy of such    
information.                                                                    

         (c) Neither Advanced Energy nor, to the knowledge of Advanced
Energy, any person named in Schedule A to this statement has effected any       
transaction in Issuer Stock during the past 60 days.                            

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             (d) To Advanced Energy's knowledge, based on representations made
by the Shareholders to Advanced Energy, the Shareholders have the right to      
receive or the power to direct the receipt of dividends from, or the proceeds   
from the sale of, the Subject Shares set forth opposite their respective names  
on Schedule B to this statement.                                                

(e) Not applicable.                                 

Item 6.       Contracts, Arrangements, Understandings or Relationships With     
Respect to Securities of the Issuer                 

        To the knowledge of Advanced Energy, there are no contracts,
arrangements, understandings or relationships among the persons named in Item 2 
or between any of such persons and any other person with respect to any         
securities of the Issuer, other than the Agreement, the Voting Agreements and   
the Affiliate Agreements.                                                       

Item 7.       Materials to Be Filed as Exhibits                                 

            The following documents are filed as exhibits to this statement:

              2.1 Agreement and Plan of Reorganization dated as of July 6, 2000,
by and among Advanced Energy, Merger Sub and the Issuer. *                      

   3.1 Form of Voting Agreement by and between each of the
Shareholders and Advanced Energy. *                                             

             3.2 Form of Affiliate Agreement to be entered into by and between
each of the Affiliates and Advanced Energy.                                     

----------                                                                      
*   Incorporated by reference to Advanced Energy's Registration Statement on    
Form S-4, filed on August 14, 2000 (File No. 333-43744).                

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 SIGNATURE

        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:  September  14, 2000             Advanced Energy Industries, Inc.,       
                      a Delaware corporation

                           By:  /s/  Douglas S. Schatz
                                           -------------------------------------
                                  Title: Chief Executive Officer and
                                   Chairman of the Board

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SCHEDULE A
Directors and Executive Officers of Advanced Energy Industries, Inc.

                                                                [Download Table]

Name               Title, Principal Occupation or Employment and Address       
----               -----------------------------------------------------       
                                                                               
Douglas S. Schatz  Chairman of the Board and Chief Executive Officer of        
                   Advanced Energy Industries, Inc.  The address of Advanced   
                   Energy is 1625 Sharp Point Drive, Fort Collins, Colorado    
                   80525.                                                      

Hollis L. Caswell  President, Chief Operating Officer and Director of Advanced 
                   Energy Industries, Inc.  The address of Advanced Energy is  
                   1625 Sharp Point Drive, Fort Collins, Colorado 80525.       

Richard P. Beck    Senior Vice President, Chief Financial Officer and Director 
                   of Advanced Energy Industries, Inc. The address of Advanced 
                   Energy is 1625 Sharp Point Drive, Fort Collins, Colorado    
                   80525.                                                      

Richard A. Scholl  Senior Vice President and Chief Technology Officer of       
                   Advanced Energy Industries, Inc. The address of Advanced    
                   Energy is 1625 Sharp Point Drive, Fort Collins, Colorado    
                   80525.                                                      

James Gentilcore   Senior Vice President of Advanced Energy Industries, Inc.   
                   and President of Advanced Energy Voorhees, Inc., a wholly   
                   owned subsidiary of Advanced Energy Industries, Inc.  The   
                   address of Advanced Energy Voorhees, Inc. is 1007 Laurel    
                   Oaks Road, Voorhees, NJ 08043.                              

Joseph Monkowski   Senior Vice President, Business Development of Advanced     
                   Energy Industries, Inc. The address of Advanced Energy is   
                   1625 Sharp Point Drive, Fort Collins, Colorado 80525.       

G. Brent Backman   Director of Advanced Energy Industries, Inc. The address of 
                   Advanced Energy is 1625 Sharp Point Drive, Fort Collins,    
                   Colorado 80525.                                             

Trung T. Doan      Director of Advanced Energy Industries, Inc. and Vice       
                   President of Process Development of Micron Technology, Inc.,
                   a manufacturer of semiconductor memory solutions.    The    
                   address of Micron Technology is 8000 South Federal Way,     
                   Boise, ID 83707-0006.  Mr. Doan also is a director of       
                   Engineering Measurements Company.                           

Arthur A. Noeth    Director of Advanced Energy Industries, Inc. The address of 
                   Advanced Energy is 1625 Sharp Point Drive, Fort Collins,    
                   Colorado 80525.                                             

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                                                                [Download Table]

Name                Title, Principal Occupation or Employment and Address        
----                -----------------------------------------------------        
                                                                                 
Elwood Spedden      Director of Advanced Energy Industries, Inc.  Director       
                    Spedden's address is 75075 Inverness Drive, Indian Wells,    
                    CA  92210                                                    

Gerald Starek       Director of Advanced Energy Industries, Inc.  Director       
                    Starek's address is 5604 Chelsea Avenue, La Jolla, CA  92037.

Arthur Zafiropoulo  Director of Advanced Energy Industries, Inc. and Chief       
                    Executive Officer of Ultratech Stepper, a manufacturer of    
                    philolithography equipment used in the fabrication of        
                    semiconductor devices and thin film heads.  The address of   
                    Ultratech Stepper is 3050 Zanker Road, San Jose, CA 95134.   

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SCHEDULE B
 Shareholders Party to Voting Agreements

                                                        [Enlarge/Download Table]

Shareholder                Principal Occupation or Employment          Number of Shares
-----------                ----------------------------------          ----------------
                                                                                       
Charles E. Miller  Chief Executive Officer and Chairman of the Board       1,470,304   
                   of Engineering Measurements Company.  The address                   
                   of Engineering Measurements Company is 600                          
                   Diagonal Highway, Longmont, Colorado 80501.                         

William A. Ringer  Director of Engineering Measurements Company.  In         111,125   
                   May 1999, Mr. Ringer retired from his position as                   
                   President of Granville-Phillips Company, a                          
                   supplier of equipment to semiconductor                              
                   manufacturers. Director Ringer's address is P.O.                    
                   Box 1018, Wilson, WY 83014.                                         

Saied R. Hosseini  Vice President of Sales of Engineering                     64,250   
                   Measurements Company. The address of Engineering                    
                   Measurements Company is 600 Diagonal Highway,                       
                   Longmont, Colorado 80501.                                           

David S. Miller    Mr. Miller  is a stockbroker for General                  426,250   
                   Securities Corporation. Mr. Miller's business                       
                   address is 420 E. Armour, N. Kansas City, MO 64166.                 

Walter Kluck       Director of Engineering Measurements Company and            4,292   
                   Chief Executive Officer of Industrial                               
                   Representatives, Inc., a manufacturers                              
                   representative for industrial manufacturers,                        
                   including Engineering Measurements Company.  The                    
                   address of Industrial Representatives is P.O. Box                   
                   421, Clifton, NJ  07015.                                            

Thomas G. Miller   Director of Engineering Measurements Company and          448,362   
                   Chief Executive Officer of College Park Family                      
                   Care Center, a multi-specialty medical practice in                  
                   Overland, KS. The address of College Park Family                    
                   Care Center is 11725 W. 112th  St., Overland Park,                  
                   KS   66210.                                                         

Trung T. Doan      Director of Engineering Measurements Company and           10,000   
                   Vice President of Process Development of Micron                     
                   Technology, Inc., a manufacturer of semiconductor                   
                   memory solutions.  The address of Micron                            
                   Technology is 8000 South Federal Way, Boise, ID                     
                   83707-0006.  Mr. Doan also is a director of                         
                   Advanced Energy Industries, Inc.                                    

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                                                                     Exhibit 3.2
ENGINEERING MEASUREMENTS COMPANY
 FORM OF AFFILIATE AGREEMENT

_________, 2000                                                                 

Advanced Energy Industries, Inc.                                                
1625 Sharp Point Drive                                                          
Fort Collins, CO  80525                                                         

Ladies and Gentlemen:                                                           

   This letter agreement (this "Agreement") is being delivered to you in
accordance with Section 6.8 of the Agreement and Plan of Reorganization, dated  
as of July 6, 2000 (the "Merger Agreement"), by and between Engineering         
Measurements Company, a Colorado corporation ("EMCO"), Flow Acquisition         
Corporation, a Colorado corporation ("Merger Sub"), and Advanced Energy         
Industries, Inc., a Delaware corporation ("AE"). The Merger Agreement provides, 
among other things, that AE will issue shares of AE common stock to the holders 
of EMCO common stock pursuant to the merger of Merger Sub with and into EMCO    
(the "Merger"). EMCO will survive the Merger as a wholly owned subsidiary of AE.

       1. The undersigned ("Shareholder") hereby represents, warrants, covenants
and agrees as follows:                                                          

              (a) Shareholder understands that as of the date of this Agreement,
Shareholder may be deemed to be an "affiliate" of EMCO as such term is (i)      
defined for purposes of paragraphs (c) and (d) of Rule 145 of the general rules 
and regulations (the "Rules and Regulations") of the United States Securities   
and Exchange Commission (the "Commission") under the United States Securities   
Act of 1933, as amended (the "Act"), or (ii) used in and for purposes of        
Accounting Series Releases 130 and 135, as amended, of the Commission (in either
such case, an "Affiliate").                                                     

        (b) Shareholder shall not make any resale, transfer or other
disposition of AE common stock in violation of the Act or the Rules and         
Regulations.                                                                    

            (c) Shareholder has carefully read this Agreement and the Merger
Agreement and has had an opportunity to discuss with his or her counsel or      
counsel for EMCO the requirements of such documents and any other applicable    
limitations upon Shareholder's ability to sell, transfer or otherwise dispose of
AE common stock.                                                                

           (d) Shareholder has been advised that the issuance of AE common
stock to Shareholder pursuant to the Merger has been registered with the        
Commission under the Act. Shareholder also has been advised that, because (i) at
the time the Merger is submitted to a vote of the shareholders of EMCO,         
Shareholder may be deemed to be an Affiliate of EMCO and (ii) the distribution  
by Shareholder of AE common stock has not been registered under the Act,        
Shareholder may not offer to sell, sell, transfer or otherwise dispose of AE    
common stock issued                                                             

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to Shareholder in the Merger unless (x) such offer, sale, transfer or other     
disposition has been registered under the Act or is made in conformity with Rule
145 under the Act, or (y) in the opinion of counsel reasonably acceptable to AE,
or pursuant to a "no-action" letter obtained by Shareholder from the Staff of   
the Commission, such sale, transfer or other disposition is otherwise exempt    
from registration under the Act.                                                

       (e) Shareholder understands that AE will give stop transfer
instructions to AE's transfer agent with respect to the AE common stock to be   
issued to Shareholder in the Merger, that such AE common stock will be issued   
only in certificated form and that such certificates, or any substitutions      
therefor, may bear legends to the following effect (together "Legends"):        

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A  
    TRANSACTION TO WHICH RULE 145 UNDER THE SECURITIES ACT OF 1933 APPLIES
       AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
    TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH SUCH RULE
      145 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933." ("Legend 1")                                        

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE SOLD, 
     TRANSFERRED OR OTHERWISE DISPOSED OF IN ACCORDANCE WITH THE TERMS OF AN
     AGREEMENT DATED __________ 2000, BETWEEN THE HOLDER HEREOF AND ADVANCED
  ENERGY INDUSTRIES, INC., A COPY OF WHICH AGREEMENT IS ON FILE AT THE
 PRINCIPAL OFFICES OF ADVANCED ENERGY INDUSTRIES, INC." ("Legend 2")

        (f) Shareholder also understands that unless the transfer by
Shareholder of Shareholder's AE common stock has been registered under the Act  
or is a sale made in conformity with the provisions of Rule 145, AE reserves the
right to place a legend substantially to the following effect on the            
certificates issued to any transferee:                                          

  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED FROM A
     PERSON WHO RECEIVED THESE SECURITIES IN A TRANSACTION TO WHICH RULE 145
       UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SECURITIES MAY NOT BE SOLD,
  TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN EXEMPTION FROM THE
    REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933." ("Transferee
Legend")                                                          

              (g) It is understood and agreed that, at the request of the record
holder of the applicable certificate ("Holder"), AE will cause Legend 1 or the  
Transferee Legend, as the case may be, to be removed by delivery of substitute  
certificates without such legend, so long as Holder is not at the time an       
Affiliate of AE and at least one of the following is applicable:                

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                    (i) Holder beneficially owns less than 1% of the AE common
stock then outstanding and provides a written undertaking, in form satisfactory 
to AE and its legal counsel, that Holder (A) does not intend to acquire any     
additional shares of AE common stock before the shares represented by the       
certificate are sold and (B) will only sell the shares represented by the       
certificate in "brokers' transactions" (within the meaning of Section 4(4) of   
the Act) or in transactions directly with a "market maker" (as defined in       
Section 3(a)(38) of the Exchange Act);                                          

                    (ii) one year shall have elapsed from the date Shareholder
acquired the shares represented by the certificate and the provisions of Rule   
145(d)(2) are then available to Holder;                                         

          (iii) two years shall have elapsed from the date
Shareholder acquired the shares represented by the certificate and Holder has   
not been an Affiliate of AE at any time during the three months prior to the    
date Holder requests removal of the legend; or                                  

               (iv) AE has received either (A) an opinion of counsel
reasonably acceptable to AE or (B) a copy of a "no-action" letter obtained by   
Shareholder from the Staff of the Commission, in either case to the effect that 
the restrictions imposed by Rule 145 under the Act do not at that time apply to 
Holder.                                                                         

              (h) It is understood and agreed that, at Shareholder's request, AE
will cause Legend 2 to be removed from the certificates by delivery of          
substitute certificates without such legend, so long as (A) the requirements of 
Paragraph 1(g) have been met, and (B) the Combined Financial Results Report (as 
defined below) has been publicly released by AE.                                

  2. Shareholder understands that implementation of the Merger will be
accounted for using the "pooling-of-interests" method and that such treatment   
for financial accounting purposes is dependent upon the accuracy of certain of  
the representations and warranties, and the compliance by Shareholder with      
certain of the covenants and agreements, set forth herein. Accordingly,         
Shareholder further hereby represents and covenants that Shareholder (a) has not
since June 6, 2000, sold transferred or otherwise disposed of, or reduced its   
risk with respect to any EMCO shares (except pursuant to the Merger) and (b)    
will not sell, transfer or otherwise dispose of, or reduce its risk with respect
to any EMCO shares (except pursuant to the Merger) or any AE common stock issued
to Shareholder in the Merger, in each case until after AE shall have publicly   
released a report (the "Combined Financial Results Report") that includes the   
combined financial results of AE and EMCO for a period of at least 30 days of   
combined operations of AE and EMCO. Shareholder understands that stop transfer  
instructions may be given to the transfer agent of AE in order to prevent any   
breach of the covenants and agreements made by Shareholder in this Section 2,   
although such stop transfer instructions will be rescinded upon the publication 
of the Combined Financial Report.                                               

     3. Shareholder further understands and agrees that the representations,
warranties, covenants and agreements of Shareholder set forth herein are for the
benefit of AE and EMCO and will be relied upon by such entities and their       
respective counsel and accountants.                                             

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4. This Agreement will be binding upon and enforceable against    
administrators, executors, representatives, heirs, legatees and devisees of     
Shareholder and any pledgees holding EMCO shares or AE common stock issued to   
Shareholder in the Merger as collateral. If the Merger Agreement is terminated  
in accordance with its terms prior to completion of the Merger, this Agreement  
will thereupon automatically be terminated.                                     

   Execution of this letter should not be considered an admission on the
Shareholder's part that it is an Affiliate of EMCO as described in Section 1(a) 
of this Agreement.                                                              

                 Very truly yours,

                                        ----------------------------------------
     Name:
        Address:

Agreed to and accepted:                                                         

ADVANCED ENERGY INDUSTRIES, INC.                                                

BY:                                                                             
---------------------------------------                                   
Name:                                                                           
Title:                                                                          

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	12/31/00	4		10-K
Filed on:	9/15/00			8-K
	9/14/00	8		10QSB
	9/5/00	1
	8/14/00	7		8-K, S-4
	7/6/00	4	12	425
	6/6/00	14
				List all Filings

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Filing Submission 0000950149-00-002040 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Advanced Energy Industries Inc – ‘SC 13D’ on 9/15/00 re: Engineering Measurements Co

On: Friday, 9/15/00, at 1:42pm ET · Accession #: 950149-0-2040 · File #: 5-34094

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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