UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13D-102)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
STMicroelectronics N.V.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, nominal value (euro) 1.04 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
861012102
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(CUSIP Number)
December 31, 2001
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
|X| Rule 13d-1 (d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
Page 1 of 27
CUSIP No. 861012102 13G Page 2 of 27 Pages
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(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STMicroelectronics Holding II B.V. ("ST Holding II")
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
--------------------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF NONE
SHARES BENEFICIALLY ------------------------------------------------------
OWNED (6) SHARED VOTING POWER
BY EACH
REPORTING 35.6%* (See Item 4(a) and Exhibit 1)
PERSON WITH ------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
NONE
------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
35.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,483,280**
--------------------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.6%*
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------
* Based upon 899,099,181 common shares outstanding as of December 31, 2001 as
shown on STMicroelectronics N.V.'s share registry.
** Based upon (i) 290,483,280 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; and (ii) 30,000,000 common shares held
of record by BNP-Paribas Securities Services as Escrow Agent for ST Holding II
and France Telecom in connection with the issuance of France Telecom's 1.0%
exchangeable notes due 17 December 2004, exchangeable for common shares of
STMicroelectronics N.V.
CUSIP No. 861012102 13G Page 3 of 27 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STMicroelectronics Holding N.V. ("ST Holding")
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
--------------------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF NONE
SHARES BENEFICIALLY ------------------------------------------------------
OWNED (6) SHARED VOTING POWER
BY EACH
REPORTING 35.6%* (See Item 4(a) and Exhibit 1)
PERSON WITH ------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
NONE
------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
35.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,483,280**
--------------------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.6%*
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------
* Based upon 899,099,181 common shares outstanding as of December 31, 2001 as
shown on STMicroelectronics N.V.'s share registry.
** Based upon (i) 290,483,280 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; and (ii) 30,000,000 common shares held
of record by BNP-Paribas Securities Services as Escrow Agent for ST Holding II
and France Telecom in connection with the issuance of France Telecom's 1.0%
exchangeable notes due 17 December 2004, exchangeable for common shares of
STMicroelectronics N.V.
CUSIP No. 861012102 13G Page 4 of 27 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FT1CI
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
The Republic of France
--------------------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF NONE
SHARES BENEFICIALLY ------------------------------------------------------
OWNED (6) SHARED VOTING POWER
BY EACH
REPORTING 35.6%* (See Item 4(a) and Exhibit 1)
PERSON WITH ------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
NONE
------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
35.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,483,280**
--------------------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.6%*
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------
* Based upon 899,099,181 common shares outstanding as of December 31, 2001 as
shown on STMicroelectronics N.V.'s share registry.
** Based upon (i) 290,483,280 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; and (ii) 30,000,000 common shares held
of record by BNP-Paribas Securities Services as Escrow Agent for ST Holding II
and France Telecom in connection with the issuance of France Telecom's 1.0%
exchangeable notes due 17 December 2004, exchangeable for common shares of
STMicroelectronics N.V.
CUSIP No. 861012102 13G Page 5 of 27 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Finmeccanica S.p.A. ("Finmeccanica"), as current member of the Group
and corporate successor to MEI-Microelettronica Italiana s.r.l. ("MEI")
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
The Republic of Italy
--------------------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF NONE
SHARES BENEFICIALLY ------------------------------------------------------
OWNED (6) SHARED VOTING POWER
BY EACH
REPORTING 35.6%* (See Item 4(a) and Exhibit 1)
PERSON WITH ------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
NONE
------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
35.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,483,280**
--------------------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.6%*
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------
* Based upon 899,099,181 common shares outstanding as of December 31, 2001 as
shown on STMicroelectronics N.V.'s share registry.
** Based upon (i) 290,483,280 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; and (ii) 30,000,000 common shares held
of record by BNP-Paribas Securities Services as Escrow Agent for ST Holding II
and France Telecom in connection with the issuance of France Telecom's 1.0%
exchangeable notes due 17 December 2004, exchangeable for common shares of
STMicroelectronics N.V.
CUSIP No. 861012102 13G Page 6 of 27 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Areva Group (as current member and corporate successor to
CEA-Industrie, a former member of the Group)
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
The Republic of France
--------------------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF NONE
SHARES BENEFICIALLY ------------------------------------------------------
OWNED (6) SHARED VOTING POWER
BY EACH
REPORTING 35.6%* (See Item 4(a) and Exhibit 1)
PERSON WITH ------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
NONE
------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
35.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,483,280**
--------------------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.6%*
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Based upon 899,099,181 common shares outstanding as of December 31, 2001 as
shown on STMicroelectronics N.V.'s share registry.
** Based upon (i) 290,483,280 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; and (ii) 30,000,000 common shares held
of record by BNP-Paribas Securities Services as Escrow Agent for ST Holding II
and France Telecom in connection with the issuance of France Telecom's 1.0%
exchangeable notes due 17 December 2004, exchangeable for common shares of
STMicroelectronics N.V.
CUSIP No. 861012102 13G Page 7 of 27 Pages
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
France Telecom
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
The Republic of France
--------------------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF NONE
SHARES BENEFICIALLY ------------------------------------------------------
OWNED (6) SHARED VOTING POWER
BY EACH
REPORTING 35.6%* (See Item 4(a) and Exhibit 1)
PERSON WITH ------------------------------------------------------
(7) SOLE DISPOSITIVE POWER
NONE
------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
35.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,483,280**
--------------------------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.6%*
--------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Based upon 899,099,181 common shares outstanding as of December 31, 2001 as
shown on STMicroelectronics N.V.'s share registry.
** Based upon (i) 290,483,280 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; and (ii) 30,000,000 common shares held
of record by BNP-Paribas Securities Services as Escrow Agent for ST Holding II
and France Telecom in connection with the issuance of France Telecom's 1.0%
exchangeable notes due 17 December 2004, exchangeable for common shares of
STMicroelectronics N.V.
CUSIP No. 861012102 13G Page 8 of 27 Pages
Item 1(a). Name of Issuer:
STMicroelectronics N.V. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
STMicroelectronics N.V.
Route de Pre-Bois
ICC Bloc A
1215 Geneva 15, Switzerland
Item 2(a). Name of Persons Filing:
The current members of the Group of STMicroelectronics'
shareholders consisting of:
(i) ST Holding II
(ii) ST Holding
(iii) FT1CI
(iv) Finmeccanica (as current member and corporate
successor to MEI, a former member of the Group)
(v) Areva Group (as current member and corporate
successor to CEA-Industrie, a former
member of the Group)
(vi) France Telecom
Item 2(b). Address of Principal Business Office, or if none, Residence:
(i) STMicroelectronics Holding II B.V.
Strawinskylaan 1725
1077 XX Amsterdam
The Netherlands
(ii) STMicroelectronics Holding N.V.
Strawinskylaan 1725
1077 XX Amsterdam
The Netherlands
(iii) FT1CI
27-29, rue Le Peletier
75433 Paris Cedex 09
France
(iv) Finmeccanica S.p.A.
Piazza Monte Grappa, 4
00195 Rome
Italy
CUSIP No. 861012102 13G Page 9 of 27 Pages
(v) Areva Group
27-29, rue Le Peletier
75433 Paris Cedex 09
France
(vi) France Telecom
6, place d'Alleray
75505 Paris Cedex 15
France
Item 2(c). Citizenship:
(i) The Netherlands
(ii) The Netherlands
(iii) The Republic of France
(iv) The Republic of Italy
(v) The Republic of France
(vi) The Republic of France
Item 2(d). Title of Class of Securities:
Common Shares, nominal value (euro) 1.04 per Share
Item 2(e). CUSIP Number:
861012102
Item 3. Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
320,483,280 shares of common stock are beneficially owned by
STMicroelectronics Holding II B.V. ("ST Holding II"). These
amounts are held of record on STMicroelectronics N.V.'s share
registry as follows: (i) 290,483,280 common shares are held of
record by ST Holding II; and (ii) 30,000,000 common shares are
held of record by BNP-Paribas Securities Services, as Escrow
Agent for ST Holding II and France Telecom, in connection with
the issuance of France Telecom's 1.0% exchangeable notes due
17 December 2004, exchangeable for common shares of
STMicroelectronics N.V. (ST Holding II retains all voting
rights related to common shares in escrow, and if the France
Telecom exchangeable notes are
CUSIP No. 861012102 13G Page 10 of 27 Pages
not redeemed for STMicroelectronics N.V. common shares, the
common shares in escrow will be released to ST Holding II.)
ST Holding II is a wholly owned subsidiary of
STMicroelectronics Holding N.V. which is jointly controlled by
FT1CI (which is owned by a consortium of French shareholders)
and Finmeccanica (which is owned 1.9% by IRI, 32.4% by the
Italian Ministry of Treasury and 65.7% by members of the
public). (See Exhibit 1, attached hereto.)
Item 4(b). Percent of Class:
35.6% based upon 899,099,181 common shares outstanding as of
December 31, 2001 as shown on STMicroelectronics N.V.'s share
registry.
Item 4(c). Number of shares as to which such person has:
Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for
each filing entity.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
Securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Item 7 is not applicable.
Item 8. Identification and Classification of Members of a Group
See attached Exhibit 1 for the identity of each member of the
Group and a description of relevant shareholders' agreements.
See also, Item 4(a) above.
Item 9. Notice of Dissolution of Group
Item 9 is not applicable.
Item 10. Certification
Item 10 is not applicable.
CUSIP No. 861012102 13G Page 11 of 27 Pages
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.
By: STMicroelectronics Holding N.V., by and on behalf of STMicroelectronics
Holding II B.V., as Managing Member
-------------------------------- -----------------------------------
(Date) (Date)
-------------------------------- -----------------------------------
(Signature) (Signature)
Name: Luciano Acciari Name: Bertrand Loubert
Title: Managing Director, Title: Managing Director,
STMicroelectronics Holding N.V. STMicroelectronics Holding N.V.
CUSIP No. 861012102 13G Page 12 of 27 Pages
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.
By: STMicroelectronics Holding N.V.
-------------------------------- -----------------------------------
(Date) (Date)
-------------------------------- -----------------------------------
(Signature) (Signature)
Name: Luciano Acciari Name: Bertrand Loubert
Title: Managing Director Title: Managing Director
CUSIP No. 861012102 13G Page 13 of 27 Pages
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.
By: FT1CI
-----------------------------------
(Date)
-----------------------------------
(Signature)
Name: Bertrand Loubert
Title: Legal Director
CUSIP No. 861012102 13G Page 14 of 27 Pages
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.
By: Finmeccanica S.p.A.
-----------------------------------
(Date)
-----------------------------------
(Signature)
Name: Giuseppe Bono
Title: Managing Director and Chief
Operating Officer
CUSIP No. 861012102 13G Page 15 of 27 Pages
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.
By: Areva Group
-----------------------------------
(Date)
-----------------------------------
(Signature)
Name: Gerald Arbola
Title: Member of the Managing Board
and Chief Financial Officer
CUSIP No. 861012102 13G Page 16 of 27 Pages
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.
By: France Telecom
-----------------------------------
(Date)
-----------------------------------
(Signature)
Name: Jean-Louis Vinciguerra
Title: Senior Executive Vice
President and Chief
Financial Officer
CUSIP No. 861012102 13G Page 17 of 27 Pages
EXHIBIT 1
Shareholders agreements
The principal shareholder of STMicroelectronics N.V.
("STMicroelectronics" or the "Company") is ST Holding II, which beneficially
owned 320,483,280, or approximately 35.6% of the Company's issued common shares
as of December 31, 2001.
Assuming the France Telecom exchangeable notes are exchanged for common
shares of STMicroelectronics at the initial exchange ratio, which in any case
shall not take place before January 2, 2004, ST Holding II will own
approximately 32.3% of the Company's common shares. In the new shareholders
agreement, and making the same assumption just described, the indirect economic
interest of Areva, France Telecom and Finmeccanica in STMicroelectronics will be
approximately 11.1%, 2.9% and 18.3%, respectively.
The chart below illustrates the current shareholding structure as of
December 31, 2001.
[GRAPHICS OMITTED]
"Description of Shareholding Structure: STMicroelectronics N.V. is owned 35.6%
by STMicroelectronics Holding II B.V. and 64.4% by the public.
STMicroelectronics Holding II B.V. is a wholly-owned subsidiary of
STMicroelectronics Holding N.V. which is jointly owned by FT1CI and
Finmeccanica.
The French shareholder, FT1CI, is owned 63.8% by Areva and 36.2% by France
Telecom, respectively. The Italian shareholder, Finmeccanica, is owned 1.9% by
I.R.I., 32.4% by the Italian Ministry of Treasury(1) and 65.7% by the public."
----------
(1) Ministero del Tesoro del Bilancio e della Programmazione
Economica-Dipartimento del Tesoro.
(2) Based on corporate governance rights.
CUSIP No. 861012102 13G Page 18 of 27 Pages
All other former members of the Group have either sold or otherwise
disposed of their holdings in the Group.
ST Holding is jointly owned by FT1CI and Finmeccanica. FT1CI consists
of two principal French shareholders, France Telecom, the French
state-controlled telecommunications company, and Areva (formerly known as
CEA-Industrie), a corporation controlled by the French atomic energy commission
(CEA). Finmeccanica is listed on the Italian Mercato Telematico Azionario
("Telematico") and is included in the MIB 30 stock index. The Italian Ministry
of Treasury has appointed a majority of the members of Finmeccanica's Board of
Directors and pursuant to the provisions of its articles of association and
Italian law, retains veto rights over certain major transactions involving
Finmeccanica. The shares of France Telecom are listed on Euronext Paris and its
American Depositary Receipts are listed on the New York Stock Exchange.
Certificats d'investissements of Areva are listed on Euronext Paris.
The French and Italian shareholders are party to a shareholders
agreement entered into in April 1987, as amended, that, among other things,
provides for their undertaking to:
o manage their interest in STMicroelectronics through ST Holding;
and
o jointly hold 100% of ST Holding's capital and voting rights.
In addition, this agreement enables each of the shareholders of ST
Holding to designate nominees for three members of the Supervisory Board and
includes provisions requiring the approval of the supervisory board of ST
Holding for actions by ST Holding, STMicroelectronics and its subsidiaries.
New shareholders agreement
FT1CI, Finmeccanica, France Telecom and Areva signed a new shareholders
agreement on December 10, 2001, to restructure their holdings in ST Holding. The
agreement permits the shareholders to:
1. Restructure the holding companies as desirable
2. Provide for new corporate governance principles
3. Provide for the terms and conditions of disposals of common shares
in STMicroelectronics
4. Ensure stability in the shareholding structure and future
flexibility
To the extent the new shareholders agreement conflicts with existing
agreements among the shareholders, the provisions of the new shareholders
agreement shall prevail.
Restructuring of the holding companies
If necessary, the parties have agreed to restructure the two holding
companies to simplify the structure to the extent possible or desirable for tax
efficiency. In any case, at
CUSIP No. 861012102 13G Page 19 of 27 Pages
least one holding company will continue to exist to hold the STMicroelectronics
common shares. The company that now holds or may hold the STMicroelectronics
shares in the future for the indirect shareholders is referred to below as the
"holding company". The new shareholders agreement provides that FT1CI may be
replaced as a shareholder in the holding company by France Telecom and/or Areva,
at their request.
The new shareholders agreement contains a standstill provision that
precludes any of the parties and the parties' affiliates from acquiring,
directly or indirectly, any common shares of STMicroelectronics or any
instrument providing for the right to acquire any of the Company's common shares
other than through the holding company until 24 months after such party ceases
to be an indirect shareholder of STMicroelectronics.
Corporate governance
Under the new shareholders agreement, the parties have agreed to modify
the corporate governance rights within the holding company so that they will be
shared equally by FT1CI and Finmeccanica, referred to below as the
"shareholders," despite the difference in indirect economic interest in
STMicroelectronics for 24 months after the date of the new shareholders
agreement plus the three-month period thereafter, referred to as the "Balance
Period," during which each of FT1CI and Finmeccanica will have an option to
rebalance their shareholdings, referred to as the "Rebalancing Option." The
Balance Period is stated to continue as long as each shareholder in the holding
company owns at least 47.5% of its shares subject to the exercise of the
Rebalancing Option. In the case where one shareholder's stake exceeds 52.5%
after the Balance Period, control of ST Holding will automatically be granted to
it, while certain rights will be preserved for the minority shareholder.
During the Balance Period, the shareholders agree that the holding
company will have a managing board comprised of two members (one designated by
each shareholder) and a supervisory board comprised of eight members (four
designated by each shareholder). The chairman of the supervisory board of the
holding company shall be designated for a three-year term by one shareholder
(with the other shareholder entitled to designate the vice chairman), such
designation to alternate between Finmeccanica and FT1CI. The next chairman of
the supervisory board will be designated by Finmeccanica.
During the Balance Period, any other decision, to the extent that a
resolution of the holding company is required, must be pursuant to the unanimous
approval of the shareholders, including but not limited to the following:
o the definition of the role and structure of the managing boards
and the supervisory boards of the holding company and
STMicroelectronics;
o the powers of the chairman and the vice chairman of the
supervisory boards of the holding company and STMicroelectronics;
o information by the managing boards and by the supervisory boards
of the holding company and STMicroelectronics;
o treatment of confidential information;
CUSIP No. 861012102 13G Page 20 of 27 Pages
o appointment of any additional members of the managing boards of
the holding company and of STMicroelectronics;
o remuneration of the members of the managing board of the holding
company and of STMicroelectronics;
o internal audit of the holding company and of STMicroelectronics;
o industrial and commercial relationships between STMicroelectronics
and Finmeccanica or STMicroelectronics and either or both FT1CI
shareholders, or any of their affiliates; and
o any of the decisions listed in article 16.1 of the articles of
association of STMicroelectronics including the budget and the
pluri-annual plans of STMicroelectronics.
However, in the case of a hostile take-over bid for STMicroelectronics,
any shareholder may, upon its sole request, obtain the activation by the holding
company of the option agreement relating to the preference shares described
below (provided that such activation is triggered by the Supervisory Board), in
which case both shareholders shall be required to finance the subscription by
the holding company of the preference shares, and such subscription and payment
shall be completed only to the extent required to implement the option agreement
so as to consolidate a majority of the voting rights of STMicroelectronics (and
to the exclusion of any further acquisitions of STMicroelectronics common
shares, which require the unanimous approval of the shareholders).
As regards STMicroelectronics during the Balance Period:
o each shareholder shall have the right to insert on a list
prepared for proposal by the holding company to the general
meeting of STMicroelectronics shareholders the same number of
members for election to the Supervisory Board, and the holding
company shall vote in favor of such members;
o the shareholders will cause the holding company to submit to
the general meeting of STMicroelectronics shareholders and to
vote in favor of a common proposal for the appointment of the
Managing Board;
o any decision relating to the voting rights of the holding
company in STMicroelectronics shall require the unanimous
approval of the holding company shareholders and shall be
submitted by the holding company to the general meeting of
STMicroelectronics shareholders.
In addition, the following resolutions, to the extent that a resolution
of the holding company is required, must be resolved upon by a shareholders
resolution of the holding company, which shall require the unanimous approval of
the shareholders:
o any alteration in the holding company's articles of association;
CUSIP No. 861012102 13G Page 21 of 27 Pages
o any issue, acquisition or disposal by the holding company of its
shares or change in share rights;
o any alteration in STMicroelectronics' authorized share capital or
issue by STMicroelectronics of new shares and/or of any financial
instrument giving rights to subscribe for STMicroelectronics
common shares; any acquisition or disposal by the holding company
of STMicroelectronics common shares and/or any right to subscribe
for STMicroelectronics common shares; any modification to the
rights attached to STMicroelectronics common shares; any merger,
acquisition or joint venture agreement to which
STMicroelectronics is or is proposed to be a party; and any other
items on the agenda of a general shareholders meeting of
STMicroelectronics;
o the liquidation or dissolution of the holding company;
o any legal merger, legal de-merger, acquisition or joint-venture
agreement to which the holding company is proposed to be a party;
and
o the adoption or approval of the annual accounts of the holding
company and of STMicroelectronics or a resolution concerning a
dividend distribution of STMicroelectronics, it being
understood that the dividend distribution by
STMicroelectronics and the holding company will be regulated
by tracking stocks issued by the holding company to the
shareholders.
In the new shareholders agreement, the parties agree to cause the
holding company to propose and vote in favor of Mr. Pasquale Pistorio as the
sole Managing Director of STMicroelectronics for a period of three years
starting from the next annual general meeting of STMicroelectronics'
shareholders.
After the end of the Balance Period, unanimous approval by the
shareholders of the holding company remains required to approve:
1. As long as any of the shareholders indirectly owns at least 3% of
the issued and outstanding share capital of STMicroelectronics, with respect to
the holding company, any changes to the articles of association, any issue,
acquisition or disposal of shares in the holding company or change in the rights
of its shares, its liquidation or dissolution and any legal merger, de-merger,
acquisition or joint venture agreement to which the holding company is proposed
to be a party. However the minority shareholder may not prevent the other
shareholder from increasing the capital of the holding company in order to
finance the acquisition of additional shares of STMicroelectronics as a defense
against a hostile takeover bid for the Company.
2. As long as any of the shareholders indirectly owns at least 33% of
the holding company, certain changes to the articles of association of
STMicroelectronics (including any alteration in its authorized share capital, or
any issue of share capital and/or financial instrument giving the right to
subscribe for the Company's common shares, changes to the rights attached to
STMicroelectronics shares, changes to the preemptive rights, issues relating to
the form, rights and transfer mechanics of the shares, the composition and
operation of the
CUSIP No. 861012102 13G Page 22 of 27 Pages
Managing and Supervisory Boards, matters subject to the Supervisory Board's
approval, the Supervisory Board's voting procedures, extraordinary meetings of
shareholders and quorums for voting at shareholders' meetings).
3. Any decision to vote the shares of STMicroelectronics held by the
holding company at any general meeting of shareholders of STMicroelectronics
with respect to any substantial and material merger decision. In the event of a
failure by the shareholders to reach a common decision on the relevant merger
proposal, the STMicroelectronics shares attributable to the minority shareholder
and held by the holding company will be counted as present for purposes of a
quorum of shareholders at a STMicroelectronics shareholders' meeting, but will
not be voted (i.e. will be abstained from the vote in a way that they will not
be counted as a negative vote or as a positive vote).
In addition, the minority shareholder will have the right to designate
at least one member of the list of candidates for the Supervisory Board to be
proposed by the holding company if that shareholder indirectly owns at least 3%
of the total issued and outstanding share capital of STMicroelectronics.
At the end of the Balance Period, the members of the supervisory board
and managing board of the holding company and STMicroelectronics nominated by
the minority shareholder will immediately resign upon request of the other
shareholders, subject to the rights described in the previous paragraph.
Disposals of shares in STMicroelectronics
The new shareholders agreement states that France Telecom intends to
dispose as soon as possible, subject to the terms of its lock-up agreement, of
its entire indirect interest in STMicroelectronics common shares. Areva has
obtained its freedom to dispose of its stake after a 24-month period from the
date of such agreement with the possibility of rebalancing its stake to
Finmeccanica's equal stake. Finmeccanica intends to dispose of certain amounts
of common shares held, initially at the same time as France Telecom, and has the
right to have additional common shares sold during such 24-month period so that
it may sell a total number of common shares equal to the amount sold during such
24-month period by France Telecom.
At any time, whether during or after the 24-month period from the date
of the agreement, FT1CI and Finmeccanica may offer to each other for sale and/or
transfer any or all of their respective shares in ST Holding. Likewise, France
Telecom and Areva may, during the same period, offer to each other for sale
and/or transfer any or all of their respective shares in FT1CI.
Under the new shareholders agreement, ST Holding II sold common shares
attributable to a portion of the interest owned by France Telecom and
Finmeccanica in December 2001. The new shareholders agreement also provided for
ST Holding II to enter into an escrow arrangement with France Telecom with
respect to the STMicroelectronics common shares underlying the exchangeable
notes also sold in December 2001. The new shareholders agreement states that
France Telecom will have a call option over those shares upon exchange of the
exchangeable notes for common shares. The voting rights with respect
CUSIP No. 861012102 13G Page 23 of 27 Pages
to the shares held in escrow will at all times be exercised by ST Holding II.
The agreement further provides that in connection with the December 2001 common
share and exchangeable note offerings, each of the shareholders may request ST
Holding to enter into hedging agreements.
Under the new shareholders agreement, further disposals by the
shareholders after the December 2001 common share and exchangeable note
offerings and the lock-up periods which have been granted by the parties and to
the underwriters of the offerings and before the end of the 24-month period from
the date of such agreement, are subject to the following restrictions:
1. According to the underwriting agreements for the common share and
exchangeable note offerings, the shareholders agreed not to make any disposals
for 180 days. In the event that either France Telecom or Finmeccanica requests a
waiver of the 180-day lock-up agreement, and the underwriters agree, the other
agrees that it will not unreasonably refuse to waive the lock-up agreement in
the shareholders agreement.
2. At the end of this lock-up period, FT1CI may cause the holding
company to dispose of the entire remaining shares in STMicroelectronics
indirectly owned by France Telecom. In addition, over the same period,
Finmeccanica may cause the holding company to dispose of up to 65,454,983
STMicroelectronics common shares.
3. The shareholders can make further disposals through the issuance of
exchangeable debt instruments (although the instruments may not be exchangeable
before the end of the 24-month period), equity swaps, subject to certain
conditions, and straight sales or other transfers.
4. In the case of straight sales, the total percentage of
STMicroelectronics common shares held by the holding company after the sale may
not be less than the relevant threshold percentage related to the preference
shares described below, which percentage will be calculated taking into
consideration the total number of STMicroelectronics common shares outstanding
on the date of the sale and the number of shares that may be issued upon the
exercise of equity-linked instruments such as convertible bonds or options that
can be exercised before the end of the 24-month period. Finmeccanica has the
right to cause ST Holding II to sell a number of STMicroelectronics shares equal
to the difference between STMicroelectronics shares actually disposed of by
France Telecom in the common share offering and by way of exchange of the
exchangeable bonds minus 29,968,421, the number of common shares actually sold
by Finmeccanica in December 2001 (the "buffer"). In addition, France Telecom and
Finmeccanica each have the right to cause ST Holding II to sell, for their
respective accounts, 50% of the difference, if positive, between the total
number of STMicroelectronics common shares held by the holding company and the
number of shares, calculated on a fully diluted basis, multiplied by the
relevant threshold percentage for the preference shares as described below, less
the buffer.
5. The disposal by the holding company of the STMicroelectronics common
shares corresponding to the interest held by any minority shareholder will
always be upon the sole decision of the minority shareholder, subject to
compliance with the shareholders agreement.
CUSIP No. 861012102 13G Page 24 of 27 Pages
6. Any disposal by ST Holding II of STMicroelectronics common shares
corresponding to the interest of any shareholder is subject to tag-along rights.
The disposals must be made either through a public offering or by a private
placement to institutional investors with the objective of ensuring adequate
distribution of STMicroelectronics common shares in the market.
7. Further disposals by the shareholders after the end of the 24-month
period and any further lock-up periods, if any, are subject to the following
agreements: in the event that a shareholder intends to participate in any public
offering for all of the common shares of STMicroelectronics or private
placements to institutional investors, the shareholder may do so, subject to a
right of first refusal granted to the other shareholders. Any right of first
refusal does not apply to Finmeccanica's or France Telecom's disposal of its
shareholdings as described in paragraph 2 above. In the event that a shareholder
wishes to dispose of all of its remaining holding in the holding company in a
private transaction outside any regulated market, it may do so only through a
sale of its shares in the holding company and the new party becomes party to the
then relevant shareholders' agreement.
As long as any of the parties to the shareholders agreement has a
direct or indirect interest in STMicroelectronics, subject to the public offer
exception listed in paragraph 7 above, no sales by a party to the new
shareholders agreement may be made of any shares in STMicroelectronics or FT1CI,
ST Holding or ST Holding II to any of the top ten competitors of
STMicroelectronics, or any company that controls such competitor.
Change of control provision
The shareholders agreement provides for tag-along rights, pre-emptive
rights, and provisions with respect to a change of control of any of the
shareholders or any controlling shareholder of FT1CI, on the one hand, and
Finmeccanica, on the other hand. The shareholders may transfer shares of the
holding company or FT1CI to any of the shareholder's affiliates, which would
include the Italian state or the French state with respect to entities
controlled by a state. The shareholders and their ultimate shareholders will be
prohibited from launching any take-over process on any of the other
shareholders.
Preference shares
On May 31, 1999, STMicroelectronics' shareholders at the annual general
meeting approved the creation of 180,000,000 preference shares (540,000,000
preference shares, as adjusted for the 3:1 stock split implemented in May 2000).
These preference shares entitle a holder to full voting rights at any meeting of
shareholders and to a preferential right to dividends. On May 31, 1999,
STMicroelectronics entered into an option agreement with ST Holding II, which
provides that preference shares shall be issued to ST Holding II upon request
subject to the adoption of a resolution of its Supervisory Board recognizing
that a hostile takeover or similar action exists and giving its consent to the
exercise of the option and upon payment of at least 25% of the par value of the
preference shares to be issued. The option is currently contingent upon ST
Holding II retaining at least 33% of STMicroelectronics' issued share capital.
CUSIP No. 861012102 13G Page 25 of 27 Pages
In the context of the new shareholders agreement, parties thereto have
agreed to perform any action within their power (subject to applicable laws and
any required regulatory approvals) to cause STMicroelectronics and ST Holding II
to enter into a new option agreement replacing the option agreement currently in
effect. The shareholders will seek to:
1. Reduce the percentage of shares of STMicroelectronics necessary for
exercise of the option from 33% to 30% of the STMicroelectronics shares actually
issued at any given time;
2. Change the requirement that ST Holding II hold the required
percentage of shares continuously so that the relevant percentage be required to
be held merely at the time the option is exercised; and
3. Change the calculation of the percentage of shares held by
aggregating the number of shares held by ST Holding II and those held by third
party financial institutions acting in accordance with the instructions ST
Holding II.
The shareholders have not determined the precise terms or timing of the
new option agreement.
Under the new shareholders agreement, any shareholder can cause the
holding company to exercise the option to acquire the preference shares in the
event of a hostile take-over bid for STMicroelectronics.
Other shareholders agreements
The shareholders of FT1CI entered into a separate shareholders
agreement in January 1993. On December 28, 2001, France Telecom and Areva
modified this agreement in its entirety to reflect the new shareholders
agreement between the shareholders of ST Holding. The new FT1CI shareholders
agreement provided for the capital reduction of FT1CI to reflect the sale by
France Telecom of a portion of its indirect interest in STMicroelectronics. At
the end of the two-year period described under "-- Disposals of shares in
STMicroelectronics," Areva can either require an additional capital reduction of
FT1CI or buy France Telecom's remaining shares in FT1CI. STMicroelectronics is
not a party to these agreements.
The new FT1CI shareholders agreement provides for new corporate
governance arrangements based on France Telecom's level of ownership of
STMicroelectronics. It provides that FT1CI shall continue to have five
directors, three of whom shall be chosen by Areva and two of whom shall be
chosen by France Telecom, provided that France Telecom shall only choose one
director once its interest in FT1CI falls below 30%. Also, France Telecom will
have the right to nominate a number of FT1CI representatives to the supervisory
board of ST Holding, ST Holding II and STMicroelectronics in proportion to its
holdings, with at least one member to the extent that FT1CI has at least two on
those supervisory boards as long as France Telecom owns at least 20% of the
capital of FT1CI. France Telecom will cause its appointed directors to these
entities to resign as necessary if and when its interest in FT1CI is reduced.
Except as set forth below, decisions with respect to ST Holding,
STMicroelectronics and its subsidiaries may be taken by simple majority. Certain
actions by FT1CI will continue to require the approval of the France Telecom
CUSIP No. 861012102 13G Page 26 of 27 Pages
director or directors. These include: (i) all borrowings above EUR 2 million,
(ii) certain loans and advances, (iii) issuance of guarantees, (iv) changes to
any shareholder agreements entered into by FT1CI, (v) distribution of any
dividends and (vi) introduction of any new shareholder.
In case ST Holding II requests the issuance of preference shares
pursuant to the option agreement with STMicroelectronics, the new FT1CI
shareholders agreement provides that the payment by FT1CI for the subscription
price will be shared on a pro rata basis between Areva and France Telecom
according to the number of the Company's common shares attributed to each on the
date of exercise. Each has undertaken to pay such subscription amounts according
to their respective pro rata stakes.
Following the 24-month period from the ST Holding shareholders
agreement, should Finmeccanica exercise its right to make a public offering of
STMicroelectronics common shares, FT1CI's right of first refusal may be
exercised by Areva in the first instance, and then by France Telecom. In
addition, in case of a Finmeccanica public offering, both Areva and France
Telecom may cause FT1CI to exercise its tag-along rights to offer
STMicrorelectronics common shares corresponding to the respective indirect
holding. If either party were to exercise its right of first refusal or
tag-along rights, Areva and France Telecom undertake to cause FT1CI to undertake
all appropriate actions.
Transfers of shares in FT1CI to third parties are subject to a right of
preemption, a right of first refusal of the other shareholders, as well as other
provisions. In the event Areva proposes to sell its interest in FT1CI, in whole
or in part, France Telecom has the right to require the acquirer to purchase its
interest as well. The FT1CI shareholders agreement terminates upon the
termination of FT1CI or when either party ceases to be a shareholder of FT1CI.
In addition, certain provisions of the new FTICI shareholders agreement
implement the ST Holding Shareholders agreement on a pro rata basis among France
Telecom and Areva.
As is the case with other companies controlled by the French
Government, the French Government has appointed a Commissaire du Gouvernement
and a Controleur d'Etat for FT1CI. Pursuant to Decree No. 94-214, dated March
10, 1994, these French Government representatives have the right (i) to attend
any board meeting of FT1CI, and (ii) to veto any board resolution or any
decision of the president of FT1CI within 10 days of such board meeting (or, if
they have not attended the meeting, within 10 days of the receipt of the board
minutes or the notification of such president's decision); such veto lapses if
not confirmed within one month by the Ministry of the Economy or the Secretariat
d'Etat a l'Industrie (Secretary of Industry). FT1CI is subject to certain points
of the arrete of August 9, 1953 pursuant to which the Ministry of the Economy
and any other relevant ministries (a) have the authority to approve decisions of
FT1CI relating to budgets or forecasts of revenues, operating expenses and
capital expenditures, and (b) may set accounting principles and rules of
evaluation of fixed assets and amortization.
Pursuant to the principal Italian privatization law, certain special
government powers may be introduced into the by-laws of firms considered
strategic by the Italian government.
CUSIP No. 861012102 13G Page 27 of 27 Pages
In the case of Finmeccanica, these powers were established by decrees adopted by
the Minister of the Treasury on November 8, 1999 and Finmeccanica's by-laws were
subsequently amended on November 23, 1999. The special powers of the Minister of
the Treasury (who will act in agreement with the Minister of Industry) include
(i) approval or disapproval of the acquisition of material interests in
Finmeccanica's share capital, (ii) approval of material shareholders agreements
relating to Finmeccanica's share capital, (iii) appointment of members of
Finmeccanica's board of directors and board of statutory auditors, and (iv)
powers to veto resolutions to dissolve Finmeccanica, transfer its business,
merge, conduct spin-offs, sell businesses or lines of business, including the
transfer of equity participations in subsidiaries or affiliates, transfer its
registered office outside of Italy, change Finmeccanica's corporate purposes or
amend or modify any of the Minister of the Treasury's special powers.
In connection with its Initial Public Offering, STMicroelectronics
entered into a registration rights agreement with ST Holding II pursuant to
which STMicroelectronics agreed that, upon request from ST Holding II, it will
file a registration statement under the Securities Act to register common shares
held by ST Holding II, subject to a maximum number of five requests in total as
well as a maximum of one request in any twelve-month period. Subject to certain
conditions, STMicroelectronics will grant ST Holding II the right to include
STMicroelectronics' common shares in any registration statements covering
offerings of common shares by STMicroelectronics. ST Holding II will pay a
portion of the costs of any requested or incidental registered offering based
upon its proportion of the total number of common shares being registered,
except that ST Holding II will pay any underwriting commissions relating to
common shares that it sells in such offerings and any fees and expenses of its
separate advisors, if any. Such registration rights agreement will terminate
upon the earlier of December 15, 2004 and such time as ST Holding II and its
affiliates own less than 10% of STMicroelectronics outstanding common shares.