FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2001
STMicroelectronics N.V.
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(Translation of registrant's name into English)
Route de Pre-Bois, ICC Bloc A, 1215 Geneva 15, Switzerland
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(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F]
Form 20-F X Form 40-F
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[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934]
Yes No X
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[If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b): 82-______]
Enclosures:
A press release dated December 10, 2001 announcing revisions in the
Shareholders' Agreement governing the relationships between STMicroelectronics,
Areva, Finmeccanica and France Telecom, and STMicroelectronics Holding.
For Immediate Release
STMICROELECTRONICS, AREVA, FINMECCANICA AND FRANCE TELECOM ANNOUNCE REVISIONS IN
THE SHAREHOLDERS' AGREEMENT GOVERNING THEIR RELATIONSHIPS WITHIN
STMICROELECTRONICS
Geneva, Switzerland; Rome, Italy; Paris, France. December 10,
2001 - STMicroelectronics N.V. (the "Company") announced that it has been
informed that Areva, Finmeccanica and France Telecom have agreed to revise their
respective positions in STMicroelectronics Holding N.V.'s ("ST Holding") capital
as well as their Shareholders' Agreements with the dual objective of improving
the liquidity of their indirect shareholdings in STMicroelectronics and
preserving a stable and balanced shareholding intended to support the Company's
development as well as its independence.
STMicroelectronics' principal shareholder is a wholly owned subsidiary of ST
Holding, which is indirectly owned 50% by FT1CI (a company consisting of two
French shareholders, Areva and France Telecom), and 50% by Finmeccanica, the
largest aerospace and defense company in Italy.
In the new Shareholders' Agreement, Areva, Finmeccanica and France Telecom have
agreed as follows:
o The proceeds from an initial sale of the Common Shares will be shared
equally between France Telecom and Finmeccanica for up to 50 million shares
and in a 74%/26% ratio, respectively, thereafter;
o During the next two years, the following corporate governance principles
will apply to ST Holding:
- Areva, France Telecom and Finmeccanica agree to continue to hold
their stakes in STMicroelectronics only through ST Holding;
- all decisions at ST Holding will be reached by unanimous consent
of Finmeccanica and FT1CI irrespective of their relative stake in
ST Holding;
- the corporate governance provisions and the requirement for a
threshold relating to the preference shares will be maintained;
- after the expiration of the lock-up period of 180 days,
Finmeccanica and France Telecom will be relieved from the
prohibition to sell
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STMicroelectronics shares within the limits and conditions
compatible with the previous paragraph.
o At the end of this two-year period, and during a three-month period, each
ST Holding shareholder will be granted the right to rebalance its stake at
the same level of the other shareholder through market purchases of the
Company's shares. In the case where one shareholder's stake exceeds 52.5%,
control of ST Holding will automatically be granted to it, while certain
rights will be preserved for the minority shareholder. Each shareholder
will have the right:
- to remain a shareholder in ST Holding, the governance of which
will remain balanced for as long as the shareholders' stakes
remain within a 47.5% / 52.5% ratio, including after giving effect
to repurchases through ST Holding, of the Company shares needed
to achieve the ratio;
- to dispose freely on the market of its indirect shareholding in
the Company in an orderly manner, subject to pre-emption by the
other shareholder.
o In the new Shareholders' Agreement, the parties have agreed, subject to
applicable law and any required regulatory approvals, to take appropriate
actions to reduce the percentage of the Company's shares necessary for ST
Holding to have the option to purchase voting preference shares from 33% to
30% and to otherwise facilitate the continued availability of such option.
o Finally, Areva, France Telecom and Finmeccanica (the three indirect
shareholders of the Company) have agreed to propose the renewal, for a
three-year period, of Pasquale Pistorio's mandate as President and CEO of
STMicroelectronics. With his management team, Mr. Pistorio has been and
remains the architect of the Company's outstanding industrial,
technological, commercial and financial success.
The new Shareholders' Agreement enables:
o France Telecom to dispose of the whole of its investment in
STMicroelectronics, approximately two thirds of which is expected to be
disposed of immediately, contributing to its debt reduction program up to
approximately (euro) 3.0 billion.
o Finmeccanica to improve its financial position and enhance its balance
sheet in order to fund growth in its aerospace and defense business while
remaining the largest indirect shareholder of STMicroelectronics; and
o Areva to consolidate its position as the core French shareholder in a
balanced French-Italian governance of the Company while maintaining the
possibility to monetize its shareholding after two years. Areva thus
preserves its financial capacity for strategic investments.
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Outlook
STMicroelectronics reaffirms, based on information available to date, the
guidance for fourth quarter 2001 revenues and gross margin contained in its news
release dated October 18, 2001. At that time, the Company stated that it
expected revenues and gross margin for the fourth quarter 2001 to approximate
third quarter 2001 levels. The Company also stated that it expects capital
expenditures for 2002 to approximate $ 1.2 billion, a level which could be
modulated depending upon industry conditions.
* * *
STMicroelectronics is a global independent semiconductor company that designs,
develops, manufactures and markets a broad range of semiconductor integrated
circuits and discrete devices used in a wide variety of microelectronics
applications, including telecommunications systems, computer systems, consumer
products, automotive products and industrial automation and control systems.
The Company's Common Shares are traded on the New York Stock Exchange, Euronext
Paris and the Borsa Italiana (Italian Stock Exchange in Milan) and quoted on
SEAQ International.
* * *
The statements under "Outlook" are statements of future expectations and other
forward-looking statements (within the meaning of Section 27A of the U.S.
Securities Act of 1933, as amended) that are based on management's current views
and assumptions and that involve known and unknown risks and uncertainties that
could cause actual results or performances to differ materially from those in
such statements. In particular, the following important factors could cause
actual results to differ materially from the expectations of the Company or its
management: (i) the impact of the slowdown in the overall economy and the
uncertainty of the current global political environment following the recent
terrorist attacks, and (ii) industry conditions, such as the strength of product
demand, the intensity of competition, pricing pressures and excess manufacturing
capacity. Unfavourable changes in any of the above or other factors listed under
"Risk Factors" from time to time in the Company's SEC reports including the
Annual Report on Form 20-F for the year ended December 31, 2000, which was filed
with the SEC on May 15, 2001, and in particular, the factors listed on page 3 of
such Form 20-F, could materially affect the Company.
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Areva
Jacques-Emmanuel Saulnier
Spokesman
Tel: +33 (0)1 44-83-71-00
E-mail: press@arevagroup.com
Finmeccanica
Roberto Ceredi
Vice President Media Relations
Tel: +39 06 32-47-34-97
E-mail: ceredi@finmeccanica.it
John Douglas Stewart
Vice President Investor Relations
Tel: +39 06 32-47-32-90
E-mail: investor_relations@finmeccanica.it
France Telecom Press Relations
Nilou du Castel
Head of Press Office
Tel: + 33 (0)1 44-44-93-93
e-mail: nilou.ducastel@francetelecom.com
STMicroelectronics
Investor Relations USA:
Stan March
Director of Investor Relations, USA
Tel: +1.212.821.8939
Fax: +1.212.821.8923
Media Relations USA:
Michael Markowitz
Director of US Media Relations
Tel: +1.212.821.8959
Fax: +1.212.821.8922
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
STMicroelectronics N.V. has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: December 10, 2001 STMicroelectronics N.V.
By: /s/ Pasquale Pistorio
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Name: Pasquale Pistorio
Title: President and Chief
Executive Officer