SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated August 20, 2004
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STMicroelectronics N.V.
(Name of Registrant)
39, Chemin du Champ-des-Filles
1228 Plan-les-Ouates, Geneva, Switzerland
(Address of Principal Executive Offices)
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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
--- ---
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
--- ---
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
--- ---
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- __________
Enclosure: A Company Notice regarding optional redemption of Liquid Yield
Option(TM) Notes due September 22, 2009.
COMPANY NOTICE
TO HOLDERS OF
STMICROELECTRONICS N.V.
LIQUID YIELD OPTION(TM) NOTES DUE SEPTEMBER 22, 2009 (ZERO COUPON-SUBORDINATED)
CUSIP Number: 861012AB8
ISIN Number: FR0000495251
NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the Indenture,
dated as of September 22, 1999 (the "Indenture"), between STMicroelectronics
N.V., a corporation organized under the laws of the Netherlands (the "Company"
or "STMicroelectronics") and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee"), relating to the Liquid Yield Option(TM)
Notes due September 22, 2009 (Zero Coupon-Subordinated) of the Company (the
"Securities" or the "LYONs"), that at the option of the holder thereof (the
"Holder"), the Securities will be purchased by the Company for $885.91 per
$1,000 principal amount at maturity of the Securities (the "Purchase Price"),
subject to the terms and conditions of the Indenture, the Securities and this
Company Notice and related materials, as amended and supplemented from time to
time (as amended or supplemented from time to time, collectively constitute the
"Option"). The Bank of New York is serving as paying agent in New York (the "New
York Paying Agent") and BNP Paribas Securities Services is serving as paying
agent in Paris (the "Paris Paying Agent") (collectively referred to as the
"Paying Agent"). Holders may surrender their Securities from August 24, 2004,
through 5:00 p.m., New York City time, on September 22, 2004 if they hold their
Securities through DTC, or from August 24, 2004, through 5:00 p.m., Paris time,
on September 22, 2004, if they hold their Securities through Euroclear France.
This Company Notice is being sent pursuant to the provisions of Section 3.08 of
the Indenture and paragraph 6 of the Securities. All capitalized terms used but
not specifically defined herein shall have the meanings given to such terms in
the Indenture.
To exercise your option to have the Company purchase the Securities and receive
payment of $885.91 per $1,000 principal amount at maturity of the Securities
("$1,000 principal amount"), you must validly surrender the Securities and the
enclosed Purchase Notice to either the New York Paying Agent or the Paris Paying
Agent (and not have withdrawn such surrendered Securities and Purchase Notice),
prior to 5:00 p.m. local time in New York or Paris, on Wednesday, September 22,
2004; Securities surrendered for purchase may be withdrawn at any time prior to
5:00 p.m. local time in New York or Paris, on Wednesday, September 22, 2004. The
right of Holders to surrender Securities for purchase in the Option expires at
the close of business local time in New York or Paris, on Wednesday, September
22, 2004 as described above. Holders holding their Securities through Euroclear
France must validly surrender their Securities and the enclosed Purchase Notice
to the Paris Paying Agent (and not have withdrawn such surrendered Securities
and Purchase Notice), prior to 5:00 p.m., Paris time, on Wednesday, September
22, 2004; Securities surrendered for purchase through the Paris Paying Agent may
be withdrawn at any time prior to 5:00 p.m., Paris time, on Wednesday, September
22, 2004. The right of Holders that surrender through the Paris Paying Agent to
surrender their Securities for purchase in the Option expires at 5:00 p.m.,
Paris time, on Wednesday, September 22, 2004. HOLDERS THAT SURRENDER THROUGH THE
DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO
THE NEW YORK PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES
OF DTC. HOLDERS THAT SURRENDER THROUGH THE BOOK-ENTRY FACILITIES OF EUROCLEAR
FRANCE NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PARIS PAYING AGENT IF
SUCH HOLDERS COMPLY WITH APPLICABLE TRANSMITTAL PROCEDURES.
The addresses for the Trustee, New York Registrar, New York Paying and
Conversion Agent, Paris Paying and Conversion Agent and Dutch Registrar are as
follows:
Trustee, New York Registrar, Paris Paying and Dutch Registrar:
New York Paying and Conversion Agent:
Conversion Agent:
The Bank of New York BNP Paribas Securities Netherlands Management Company B.V.
Corporate Trust Services Locatellikade 1
Operations/Reorganization Unit GIS Emetteur OST & Coupon Parnassustoren
101 Barclay Street Les Collines de l'Arche 1076 AZ Amsterdam, The Netherlands
Floor 7 East Paris La Defense Cedex 09
New York, New York 10286 France 75450
Copies of this Company Notice may be obtained from the Paying Agents at their
addresses set forth above. Questions and requests for assistance in connection
with the surrender of Securities for purchase in the Option may be directed to
David A. Mauer, Corporate Trust Operations at The Bank of New York on (+1)
212-815-2548 (Fax: (+1) 212-298-1915) or to Bernard Lacam at BNP Paribas
Securities Services on (+33) (0)1-5577-9541.
The date of this Company Notice is August 18, 2004.
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TABLE OF CONTENTS
Page
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IMPORTANT INFORMATION CONCERNING THE OPTION 4
1 Information Concerning the Company 4
2 Information Concerning the Securities 4
2.1. The Company's Obligation to Purchase the Securities 4
2.2. Purchase Price 4
2.3. Conversion Rights of the Securities 5
2.4. Market for the Securities and STMicroelectronics Common Shares 5
2.5. Redemption 6
2.6. Change in Control 7
2.7. Ranking 7
3 Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase 7
3.1. Method of Delivery 7
3.2. Purchase Notice 7
3.3. Delivery of Securities 7
4 Right of Withdrawal 8
5 Payment for Surrendered Securities 8
6 Source and Amount of Funds 8
7 Securities Acquired 9
8 Purchases of Securities by the Company and its Affiliates 9
9 Material United States and Dutch Tax Considerations 9
10 Additional Information 12
11 No Solicitations 13
12 Definitions 13
13 Conflicts 13
No person has been authorized to give any information or to make any
representations other than those contained in this Company Notice and
accompanying Purchase Notice and, if given or made, such information or
representations must not be relied upon as having been authorized. This Company
Notice and accompanying Purchase Notice do not constitute an offer to buy or the
solicitation of an offer to sell securities in any circumstances or jurisdiction
in which such offer or solicitation is unlawful. The delivery of this Company
Notice shall not under any circumstances create any implication that the
information contained herein is current as of any time subsequent to the date of
such information. None of the Company or its Supervisory Board, Managing Board
or employees are making any representation or recommendation to any Holder as to
whether or not to surrender such Holder's Securities. You should consult your
own financial and tax advisors and must make your own decision as to whether to
surrender your Securities for purchase and, if so, the amount of Securities to
surrender.
3
IMPORTANT INFORMATION CONCERNING THE OPTION
1. Information Concerning the Company. STMicroelectronics N.V., a corporation
organized under the laws of the Netherlands (the "Company" or
"STMicroelectronics"), will redeem for cash upon the option of the holder its
Liquid Yield Option(TM) Notes due September 22, 2009 (Zero Coupon-Subordinated)
(the "Securities").
STMicroelectronics is a global independent semiconductor company that designs,
develops, manufactures and markets a broad range of semiconductor products used
in a wide variety of microelectronic applications, including automotive
products, computer peripherals, telecommunications systems, consumer products,
industrial automation and control systems. STMicroelectronics has approximately
45,700 employees worldwide. STMicroelectronics is a global leader in developing
and delivering semiconductor solutions across the spectrum of microelectronics
applications. An unrivalled combination of silicon and system expertise,
manufacturing strength, Intellectual Property (IP) portfolio and strategic
partners positions the Company at the forefront of System-on-Chip (SoC)
technology and its products play a key role in enabling today's convergence
markets.
The Company is organized under the laws of the Netherlands and has its corporate
legal seat in Amsterdam and its head offices at WTC Schiphol Airport, Schiphol
Boulevard 265, 1118 BH Schiphol Airport, Amsterdam, the Netherlands. The
telephone number there is (+31) 20-406-9604. The headquarters and operational
offices are located at 39, Chemin du Champ des Filles, 1228 Plan-Les-Ouates,
Geneva, Switzerland. The main telephone number there is (+41-22) 929-2929. The
Company's agent for service of process in the United States is
STMicroelectronics, Inc., 1310 Electronics Drive, Carrollton, Texas, 75006-5039
and the main telephone number there is (+1-972) 466-6000.
2. Information Concerning the Securities. The Securities were issued under an
Indenture, dated as of September 22, 1999 (the "Indenture"), between the Company
and The Bank of New York, a New York banking corporation, as trustee (the
"Trustee"). The Securities mature on September 22, 2009.
2.1. The Company's Obligation to Purchase the Securities. Pursuant to the terms
of the Securities and the Indenture, unless earlier redeemed, the Company is
obligated to purchase all Securities validly surrendered for purchase and not
withdrawn, at the Holder's option on September 22, 2004. The Company has elected
to pay the purchase price solely in cash. The purchase price will be $885.91 per
$1,000 aggregate principal amount at maturity of Securities surrendered on
September 22, 2004.
This Option will expire at 5:00 p.m. local time in New York or Paris, depending
on whether you hold Securities through DTC or Euroclear France, on September 22,
2004 (the "Purchase Date"). The Company will not extend the period Holders have
to accept the Option unless required to do so by applicable law. The purchase by
the Company of validly surrendered Securities is not subject to any conditions
other than such purchase being lawful.
2.2. Purchase Price. Pursuant to the Indenture, the purchase price to be paid by
the Company for the Securities on September 22, 2004 is $885.91 per $1,000
principal amount at maturity of the Securities (the "Purchase Price"). The
Purchase Price will be paid in cash with respect to any and all Securities
validly surrendered for purchase and not withdrawn prior to the Purchase Date.
(See "5. Payment for Surrendered Securities.") Securities surrendered for
purchase will be accepted only in principal amounts at maturity equal to $1,000
(the "$1,000 principal amount") or integral multiples thereof. The Original
Issue Discount (as defined in the Indenture) will cease to accrue on the
Purchase Date unless the Company defaults in making payment on Securities
validly surrendered for purchase and not withdrawn.
The Purchase Price is based solely on the requirements of the Indenture and the
Securities and bears no relationship to the market price of the Securities or
the Common Shares. Holders of Securities are urged to obtain the best available
information as to potential current market prices of the Securities, to the
extent available, and the Common Shares before making a decision whether to
surrender their Securities for purchase.
None of the Company or its Supervisory Board, Managing Board or employees are
making any recommendation to Holders as to whether to surrender or refrain from
surrendering Securities for purchase pursuant to this Company Notice. Each
Holder must make his or her own decision whether to surrender his or her
Securities for purchase and,
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if so, the principal amount of Securities to surrender based on such Holder's
assessment of current market value of the Securities and the Common Shares and
other relevant factors.
2.3. Conversion Rights of the Securities. The Securities are convertible into
STMicroelectronics Common Shares in accordance with and subject to the terms of
the Indenture and paragraphs 9 and 10 of the Securities. The conversion rate of
the Securities as of August 24, 2004 is 26.292 Common Shares per $1,000
principal amount of the Securities. Each of the Paying Agents is currently
acting as Conversion Agent for the Securities.
Holders that do not surrender their Securities for purchase pursuant to the
Option will maintain the right to convert their Securities into Common Shares,
subject to the terms, conditions and adjustments specified in the Indenture.
Once a Holder gives a Purchase Notice, a Holder may not convert Securities for
Common Shares under the Indenture unless such Holder validly withdraws such
Purchase Notice before 5:00 p.m. in New York or Paris, depending on whether such
Holder holds Securities through DTC or Euroclear France, on the Purchase Date,
as described in Section 4 hereafter.
2.4. Market for the Securities and STMicroelectronics Common Shares. The
Securities are traded on the New York Stock Exchange under the symbol "STM ZR
09" and on Euronext Paris SA. To the extent that the Securities are traded,
prices of the Securities may fluctuate depending on trading volume, the balance
between buy and sell orders, prevailing interest rates, the Company's operating
results and the market for similar securities. To the extent available, Holders
are urged to obtain current market quotations for the Securities prior to making
any decision with respect to the Option.
The table below indicates the range of the high and low prices on the New York
Stock Exchange and the high and low prices for the LYONs on Euronext Paris SA,
in both cases as a percentage of principal amount at maturity, during each
quarter during the past two years. Each range is based on the highest or lowest
rate at the end of each closing day on the relevant exchange.
New York Stock
Exchange Euronext Paris
price per LYON price per LYON
------------------- -------------------
Calendar Period High Low High Low
----------------------------------------------------------- ------ ----- ------ -----
(%) (%)
2002
First quarter............................................. 105.64 93.70 105.05 93.16
Second quarter............................................ 101.93 85.24 99.87 83.00
Third quarter............................................. 89.98 80.00 89.50 79.70
Fourth quarter............................................ 92.05 79.22 91.75 86.55
2003
First quarter............................................. 89.91 86.14 89.63 86.14
Second quarter............................................ 91.58 87.82 91.26 87.50
Third quarter............................................. 91.44 87.61 91.19 86.89
Fourth quarter............................................ 92.52 90.19 92.21 89.61
2004
First quarter............................................. 92.82 88.47 92.36 88.18
Second quarter............................................ 88.94 88.01 88.84 87.95
Third quarter (through August 6, 2004).................... 88.30 88.14 88.22 88.10
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Source: Bloomberg
Following the expiration of the option period, the Company expects that
Securities not redeemed will continue to be traded over the exchanges; however,
the Company anticipates that the trading market for the Securities will be more
limited. A debt security with a smaller outstanding principal amount available
for trading (a smaller "float") may command a lower price and trade with greater
volatility than would a comparable debt security with a larger float.
Consequently, the Company's redemption of Securities pursuant to the Option will
reduce the float and may negatively affect the liquidity, market value and price
volatility of the Securities that remain outstanding following
5
the redemption. The Company cannot assure you that a market will exist for the
Securities following the redemption. The extent of the public market for the
Securities following consummation of the redemption will depend upon, among
other things, the remaining outstanding principal amount at maturity of the
Securities at such time, the number of holders of Securities remaining at that
time and the interest on the part of securities firms in maintaining a market in
the Securities, market interest rates and the price of the Company's Common
Shares.
The Securities are held through The Depository Trust Company ("DTC") and
Euroclear France. As of August 6, 2004, there was $917,948,000 aggregate
principal amount at maturity of Securities outstanding. DTC and Euroclear France
are the sole record holders of the Securities.
The Common Shares of STMicroelectronics into which the Securities are
convertible are listed on the NYSE under the symbol "STM" and on Euronext Paris
SA and the Borsa Italiana (Milan). The table below indicates the range of the
high and low prices in U.S. dollars for the Common Shares on the New York Stock
Exchange and the high and low prices in euro for the Common Shares on Euronext
Paris and the Italian Stock Exchange during each quarter during the past two
years. Each range is based on the highest or lowest rate within each day for
common share price ranges for the relevant exchange.
Italian Stock New York Stock
Exchange price per Euronext Paris price Exchange price per
common share per common share common share
------------------- --------------------- --------------------
Calendar Period High Low High Low High Low
--------------- ------- ------- -------- ------- ------- -------
((euro)) ((euro)) ($)
2002
First quarter................................. 39.65 31.50 39.70 31.50 35.81 27.62
Second quarter................................ 38.70 21.85 38.72 21.50 34.44 21.38
Third quarter................................. 26.40 12.98 26.53 12.99 26.29 13.02
Fourth quarter................................ 26.95 11.09 26.95 11.10 26.59 11.00
2003
First quarter................................. 21.44 15.21 21.66 15.20 22.65 16.67
Second quarter................................ 20.67 16.86 20.67 16.86 24.15 18.00
Third quarter................................. 24.75 17.71 24.74 17.72 27.35 20.17
Fourth quarter................................ 24.12 20.52 24.11 20.52 28.67 24.13
2004
First quarter................................. 23.81 18.11 23.81 18.12 29.90 22.27
Second quarter................................ 20.49 16.92 20.50 16.92 24.82 20.32
Third quarter (through August 6, 2004)........ 18.32 14.30 18.32 14.29 22.14 17.27
----------------
Source: Reuters
On August 6, 2004, the last reported sales price of the Common Shares on the
NYSE was $17.31 per share. As of such date, there were approximately 891,452,000
Common Shares outstanding. Of the approximately 891,452,000 Common Shares
outstanding, approximately 42,853,000 or 4.8% were registered in the common
share registry maintained on the Company's behalf in New York. The Company urges
you to obtain current market information for the Securities, to the extent
available, and the Common Shares before making any decision to surrender your
Securities pursuant to the Option.
2.5. Redemption. The Securities were not redeemable by the Company prior to
September 22, 2002. Beginning on September 22, 2002, the Company has the right
to redeem for cash all but not a portion of the Securities if the closing price
for the Company's Common Shares on the principal U.S. securities exchange on
which they are traded is equal or greater than 130% of the conversion price for
30 consecutive trading days preceding such redemption. Beginning on September
22, 2004, the Securities are redeemable for cash at any time at the option of
the Company, in whole or in part. Redemptions by the Company are required to be
made at a redemption price equal to the Issue Price (as defined in the
Indenture) plus accrued Original Issue Discount (as defined in the Indenture and
as provided for in the Securities) to the date of redemption.
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2.6. Change in Control. The Holder may require the Company to redeem his or her
Securities if there is a Change in Control (as defined in the Indenture) at a
redemption price equal to the Issue Price (as defined in the Indenture) plus
accrued Original Issue Discount (as defined in the Indenture) to the date of
redemption.
2.7. Ranking. The Securities are unsecured and subordinated obligations of the
Company. The Securities are subordinated in right of payment with all of the
Company's existing and future unsecured and senior indebtedness. The Securities
are effectively subordinated to all existing and future indebtedness and other
liabilities of the Company's subsidiaries.
3. Procedures to Be Followed by Holders Electing to Surrender Securities for
Purchase. Holders will not be entitled to receive the Purchase Price for their
Securities unless they validly surrender and do not withdraw the Securities on
or before 5:00 p.m. local time in New York or Paris, depending on whether you
hold your Securities through DTC or Euroclear France, on the Purchase Date. Only
registered Holders are authorized to surrender their Securities for purchase and
Securities held in book-entry form must be surrendered in compliance with the
rules of the applicable book-entry facility. Holders may surrender some or all
of their Securities; however, any Securities surrendered must be in $1,000
principal amount or an integral multiple thereof.
If Holders do not validly surrender their Securities on or before 5:00 p.m.
local time in New York or Paris, depending on whether you hold your Securities
through DTC or Euroclear France, on September 22, 2004, their Securities will
remain outstanding subject to the existing terms of the Securities.
3.1. Method of Delivery. The method of delivery of Securities, the related
Purchase Notice and all other required documents, including delivery through DTC
and acceptance through DTC's Automatic Tenders over the Participant Terminal
System ("PTS"), is at the election and risk of the person surrendering such
Securities and delivering such Purchase Notice and, except as expressly
otherwise provided in the Purchase Notice, delivery will be deemed made only
when actually received by the relevant Paying Agent. The date of any postmark or
other indication of when a Security or the Purchase Notice was sent will not be
taken into account in determining whether such materials were timely received.
If such delivery is by mail, it is suggested that Holders use properly insured,
registered mail with return receipt requested, and that Holders mail the
required documents sufficiently in advance of the Purchase Date to permit
delivery to the relevant Paying Agent prior to 5:00 p.m. local time in New York
or Paris, depending on whether you hold your Securities through DTC or Euroclear
France, on September 22, 2004.
3.2. Purchase Notice. Pursuant to the Indenture, the Purchase Notice must
contain:
o the certificate number of the Securities being delivered for purchase;
o the portion of the principal amount of the Securities which will be
delivered to be purchased, which portion must be in principal amounts
of $1,000 at maturity or an integral multiple thereof; and
o a statement that such Securities shall be purchased as of the Purchase
Date pursuant to the terms and conditions specified in the Indenture
and paragraph 6 of the Securities.
3.3. Delivery of Securities.
Securities in Certificated Form. To receive the Purchase Price, Holders of
Securities in certificated form must deliver to the relevant Paying Agent the
Securities to be surrendered for purchase and the accompanying Purchase Notice,
or a copy thereof, on or before 5:00 p.m. local time in New York or Paris,
depending on whether you hold your Securities through DTC or Euroclear France,
on the Purchase Date.
Securities Held Through a Custodian. A Holder whose Securities are held by a
broker, dealer, commercial bank, trust company or other nominee must contact
such nominee if such Holder desires to surrender his or her Securities and
instruct such nominee to surrender the Securities for purchase on the Holder's
behalf.
Securities in Global Form. A Holder who is a DTC or Euroclear France participant
may elect to surrender to the Company his or her beneficial interest in the
Securities by:
7
o delivering to the relevant Paying Agent's account at DTC or Euroclear
France through DTC's or Euroclear France's book-entry system his or
her beneficial interest in the Securities on or prior to the close of
business in New York or Paris, on the Purchase Date; and
o electronically transmitting his or her acceptance through DTC's PTS,
subject to the terms and procedures of that system, on or prior to
5:00 p.m. local time in New York on the Purchase Date. In surrendering
through PTS, the electronic instructions sent to DTC by the Holder,
and transmitted by DTC to the New York Paying Agent will acknowledge,
on behalf of DTC and the Holder, receipt by the Holder of and
agreement to be bound by the Purchase Notice; or
o electronically transmitting his or her Securities through Euroclear
France, subject to the terms and procedures of that system, on or
prior to 5:00 p.m. local time in Paris on the Purchase Date to the
Paris Paying Agent (Euroclear France Account No. 30, "Nature de
Comptes 54"), which transmittal will be deemed receipt by the Holder
of, and agreement to be bound by, the Purchase Notice.
Securities and the Purchase Notice must be delivered to the relevant Paying
Agent to collect payment. Delivery of documents to DTC, Euroclear France or the
Company does not constitute delivery to either of the Paying Agents.
HOLDERS THAT SURRENDER THROUGH DTC or Euroclear France NEED NOT SUBMIT A
PHYSICAL PURCHASE NOTICE TO THE RELEVANT PAYING AGENT IF SUCH HOLDERS COMPLY
WITH THE TRANSMITTAL PROCEDURES OF DTC or Euroclear France.
4. Right of Withdrawal. Securities surrendered for purchase may be withdrawn at
any time prior to 5:00 p.m. local time in New York or Paris, depending on
whether you hold your Securities through DTC or Euroclear France, on the
Purchase Date. In order to withdraw Securities, Holders must deliver to the
relevant Paying Agent written notice, substantially in the form enclosed
herewith, containing:
o the certificate number(s) and principal amount at maturity of the
Securities with respect to which such notice of withdrawal is being
submitted;
o the principal amount at maturity, if any, of such Securities which
remain subject to the original Purchase Notice and which have been or
will be delivered for purchase by the Company; and
o the Holder's signature, in the same manner as the original signature
on the Purchase Notice by which such Securities were surrendered for
purchase.
The signature on the notice of withdrawal must be guaranteed by an Eligible
Guarantor Institution (as defined in Rule 17Ad-15 of the Exchange Act) unless
such Securities have been surrendered for purchase for the account of an
Eligible Guarantor Institution. Any properly withdrawn Securities will be deemed
not validly surrendered for purposes of the Option. Securities withdrawn from
the Option may be resurrendered by following the surrender procedures described
in Section 3 above. Securities not accepted for payment after the expiration of
forty business days from the commencement of the purchase period the Securities
may be withdrawn.
HOLDERS THAT WITHDRAW THROUGH DTC OR EUROCLEAR FRANCE NEED NOT SUBMIT A PHYSICAL
NOTICE OF WITHDRAWAL TO THE RELEVANT PAYING AGENT IF SUCH HOLDERS COMPLY WITH
THE WITHDRAWAL PROCEDURES OF DTC OR EUROCLEAR FRANCE.
5. Payment for Surrendered Securities. The Company will promptly forward to the
Paying Agents as soon as practicable on September 23, 2004 the appropriate
amount of cash required to pay the Purchase Price for the surrendered
Securities, and the relevant Paying Agent will thereafter promptly distribute
the cash to each Holder of such surrendered Securities; provided that the
Securities were validly delivered and not validly withdrawn prior to 5:00 p.m.
local time in New York or Paris (depending on whether you hold your Securities
through DTC or Euroclear France) on the Purchase Date.
6. Source and Amount of Funds. The maximum amount of funds required by the
Company to purchase the Securities and to pay related fees and expenses is
estimated to be approximately $813 million (assuming 100% of
8
the outstanding Securities are surrendered and accepted for payment). In the
event any Securities are surrendered and accepted for payment, the Company will
use cash on hand to funds such redemptions. The Company may also seek additional
sources of cash to improve its cash position, including accessing the capital
markets.
7. Securities Acquired. Any Securities purchased by the Company pursuant to the
Option will be cancelled by the Trustee, pursuant to the terms of the Indenture.
8. Purchases of Securities by the Company and Its Affiliates. Each of the
Company and its affiliates, including their executive officers and directors, is
prohibited under applicable United States federal securities laws from
purchasing Securities (or the right to purchase Securities) other than through
the Option until at least the tenth business day after the Purchase Date.
Following such time, if any Securities remain outstanding, the Company and its
affiliates may purchase Securities in the open market, in private transactions,
through a tender offer, or otherwise, any of which may be consummated at
purchase prices higher or lower than the Purchase Price. Any decision to
purchase Securities after the Option, if any, will depend upon many factors,
including the market price of the Securities, the amount of Securities
surrendered for purchase pursuant to the Option, the market price of the Common
Shares, the business and financial position of the Company, and general economic
and market conditions.
9. Material United States and Dutch Tax Considerations.
This summary of U.S. and Dutch tax considerations is for general information
only and does not constitute tax advice. The Company urges that Holders consult
their tax advisors with respect to the particular tax consequences of
surrendering Securities pursuant to the Option to each Holder's particular
situation, including the applicability and effect of any state, local and
foreign tax laws.
Material United States Federal Income Tax Considerations
The following discussion is a summary of the material U.S. federal income tax
considerations relating to the sale of Securities pursuant to the Option. This
summary is based on the Internal Revenue Code of 1986, as amended (the "Code"),
existing and proposed U.S. Treasury regulations promulgated thereunder, rulings,
judicial decisions and administrative pronouncements, all as in effect as of the
date hereof, and all of which are subject to change or changes in
interpretation, possibly with retroactive effect.
Moreover, this summary applies only to U.S. Holders (as defined below) who hold
Securities as capital assets. This summary may not apply to a U.S. Holder or may
not completely describe the tax consequences applicable to a particular U.S.
Holder. For example, special rules may apply to certain Holders and this summary
is not exhaustive of all possible tax considerations (such as those applicable
to U.S. expatriates, tax-exempt entities, persons subject to the alternative
minimum tax, banks, financial institutions, insurance companies, regulated
investment companies, real estate investment trusts, securities broker-dealers,
traders that mark to market, persons holding Securities in a straddle, hedging
or conversion transaction, persons who own (directly, indirectly or by
attribution) 10% or more of the voting power or outstanding share capital of the
Company or persons whose functional currency is not the U.S. dollar). Such
Holders may be subject to U.S. federal income tax consequences different from
those set forth below.
For purposes of this discussion, a "U.S. Holder" is a beneficial owner of
Securities that is (i) a citizen or individual resident of the United States for
U.S. federal income tax purposes; (ii) a corporation (or other entity taxable as
a corporation for U.S. federal income tax purposes) created or organized in or
under the laws of the United States or any state thereof (including the District
of Columbia); (iii) an estate the income of which is subject to U.S. federal
income taxation regardless of its source; or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
the trust and one or more U.S. persons have authority to control all substantial
decisions of the trust. If a partnership (including for this purpose any entity
treated as a partnership for U.S. federal income tax purposes) holds Securities,
the tax treatment of a partner generally will depend upon the status of the
partner and the activities of the partnership. A partner in a partnership that
holds Securities is urged to consult its tax advisor regarding the specific U.S.
federal income tax consequences of the surrender of Securities pursuant to the
Option.
9
Sale of Securities Pursuant to the Option
A U.S. Holder's receipt of cash in exchange for Securities pursuant to the
Option will be a taxable transaction for U.S. federal income tax purposes. A
U.S. Holder generally will recognize U.S. source capital gain or loss on the
sale of a Security in an amount equal to the difference between the amount of
cash received for the Security (except for any amount attributable to accrued
but unpaid interest, including accrued original issue discount or "OID" (defined
below), that such Holder has not already included in income) and the Holder's
adjusted tax basis in the Security at the time of the sale. Subject to the
market discount rules discussed below, a U.S. Holder's capital gain or loss will
be treated as long-term capital gain or loss if the U.S. Holder held the
Security for more than one year at the time of the sale. Long-term capital gains
recognized by noncorporate U.S. Holders generally are subject to U.S. federal
income taxation at a maximum rate of 15%. Capital gains of corporate U.S.
Holders generally are taxable at the regular tax rates applicable to
corporations. The deductibility of capital losses is subject to significant
limitations. To the extent that any amount paid for the Security is attributable
to accrued but unpaid interest, including OID, it will constitute ordinary
income to the U.S. Holder except to the extent that the amount was previously
included in income.
Generally, a U.S. Holder will have an adjusted tax basis in a Security equal to
the amount the Holder paid for the Security, increased by the amount of OID
previously included in income and, if the election described in the following
paragraph has been made, market discount previously included in the Holder's
income, and decreased by any acquisition premium in respect of the Security that
has been previously taken into income as an offset to OID income. OID generally
is the excess of the stated redemption price at maturity of a Security over its
issue price. A ratable daily portion of OID allocable to each accrual period
(each of which must be no longer than one year) must be included in income by
the U.S. Holder and the amount allocable to each accrual period must be
determined on a constant yield basis.
An exception to the capital gain treatment described above may apply if a U.S.
Holder purchased a Security at market discount. If a U.S. Holder acquired a
Security at a cost that is less than its revised issue price, the amount of the
difference is treated as market discount for U.S. federal income tax purposes,
unless the difference is less than 0.0025 multiplied by the revised issue price
multiplied by the number of complete years to maturity from the date of
acquisition. The revised issue price is the sum of the issue price of the
Security and the aggregate amount of OID that accrued on the Security prior to
the time acquired by the U.S. Holder. In general, any gain a U.S. Holder
realizes on the sale of a Security having market discount will be treated as
ordinary income (rather than as capital gain) to the extent of the accrued
market discount, unless the U.S. Holder has elected to include market discount
in income currently as it accrues.
Information Reporting and Backup Withholding
Proceeds from the surrender of Securities pursuant to the Option generally will
be subject to information reporting to the Internal Revenue Service unless an
exception applies. Backup withholding will apply at a current rate of 28% unless
a Holder provides the New York Paying Agent with a correct taxpayer
identification number or certificate of non-U.S. status and makes any other
required certification, or otherwise establishes an exemption from backup
withholding. Payments to certain Holders (including, among others, corporations
and certain tax-exempt organizations) generally are not subject to information
reporting or backup withholding.
To prevent backup withholding, U.S. Holders electing to surrender Securities
should complete and deliver to the New York Paying Agent the Substitute Form W-9
that is part of this Company Notice, certifying that the taxpayer identification
number on such form is correct and that payments to the Holder are not subject
to backup withholding. If a U.S. Holder is exempt from backup withholding under
the Code, the Holder should so indicate its exempt status in Part 2 of the
Substitute Form W-9. Non-U.S. Holders generally will not be subject to U.S.
information reporting or backup withholding. However, such Holders may be
required to provide certification of non-U.S. status (generally on IRS Form
W-8BEN) in connection with payments received in the United States or through
certain U.S.-related financial intermediaries. Holders who may be subject to
information reporting and backup withholding also can obtain copies of IRS Forms
W-9 and W-8 from the Internal Revenue Service website (www.irs.gov). Persons in
doubt as to the necessity of furnishing these forms should consult their tax
advisors.
10
Backup withholding is not an additional tax, and any amounts withheld as backup
withholding may be credited against a Holder's U.S. federal income tax
liability. A Holder may obtain a refund of any excess amounts withheld under the
backup withholding rules by filing the appropriate claim for refund with the
Internal Revenue Service in a timely manner and furnishing any required
information.
Material Dutch Tax Considerations
This discussion addresses the material Dutch tax consequences of the purchase by
the Company of Securities. It does not consider every aspect of taxation that
may be relevant to a particular Holder of Securities under special circumstances
or who is subject to special treatment under applicable law. This summary is
based on the tax laws of the Netherlands as they are in force and in effect on
the date of this Company Notice. The laws upon which this summary is based are
subject to change, perhaps with retroactive effect. A change to such laws may
invalidate the contents of this summary, which will not be updated to reflect
any such changes. This summary assumes that each transaction with respect to
Securities is at arm's length.
Withholding tax
All payments in respect of the Securities will be made free of withholding or
deduction of, for or on account of any taxes of whatever nature imposed, levied,
withheld or assessed by the Netherlands or any political subdivision or taxing
authority thereof or therein unless otherwise required by applicable law. If the
Company is required by law to make any deductions or withholding for Dutch
dividend withholding tax, the Company will make sufficient funds available such
that the Holder receives the full amount it should have received had no
deduction or withholding been made in accordance with the terms of the
Indenture.
Taxes on income and capital gains
The summary set out in the following paragraphs only applies to a holder of
Securities who is neither resident nor deemed to be resident in the Netherlands
for purposes of Dutch income tax or corporation tax, as the case may be, and, in
the case of an individual, has not elected to be treated as a resident of the
Netherlands for Dutch income tax purposes (a "Non-Resident holder of
Securities").
General. A Non-Resident holder of Securities will not be subject to income
taxation in the Netherlands by reason only of the purchase by the Company of the
Securities.
Individuals. A Non-Resident holder of Securities who is an individual will not
be subject to any Dutch taxes on income or capital gains in respect of any
benefit derived or deemed to be derived from Securities, including any payment
under the Securities and any gain realized on the disposal of Securities,
provided that both of the following conditions are satisfied.
1. If he or she derives profits from an enterprise, whether as an
entrepreneur (ondernemer) or pursuant to a co-entitlement to the net
value of such enterprise, other than as an entrepreneur or a shareholder,
which enterprise is either managed in the Netherlands or carried on, in
whole or in part, through a permanent establishment or a permanent
representative in the Netherlands, as the case may be, his or her
Securities are not attributable to such enterprise.
2. He or she does not derive benefits and is not deemed to derive benefits
from Securities that are taxable as benefits from miscellaneous
activities in the Netherlands (resultaat uit overige werkzaamheden in
Nederland).
Benefits derived or deemed to be derived from Securities by a Non-Resident
holder of Securities who is an individual and who satisfies condition 1 above,
including any gain realized on the disposal thereof, will be taxable as benefits
from miscellaneous activities in the Netherlands if he or she, or an individual
who is a connected person in relation to him or her as meant in article 3.91,
paragraph 2, letter b, or letter c, of the Dutch Income Tax Act 2001 (Wet
inkomstenbelasting 2001), has a substantial interest (aanmerkelijk belang) in
STMicroelectronics N.V.
11
A person has a substantial interest in STMicroelectronics N.V. if such person -
either alone or, in the case of an individual, together with his partner
(partner), if any - has, directly or indirectly, either the ownership of shares
representing 5% or more of the total issued and outstanding capital (or the
issued and outstanding capital of any class of shares) of STMicroelectronics
N.V., or rights to acquire, directly or indirectly, shares, whether or not
already issued, that represent 5% or more of the total issued and outstanding
capital (or the issued and outstanding capital of any class of shares) of
STMicroelectronics N.V., or the ownership of profit participating certificates
(winstbewijzen) that relate to 5% or more of the annual profit of
STMicroelectronics N.V. or to 5% or more of the liquidation proceeds of
STMicroelectronics N.V.
A person who is only entitled to the benefits from shares or profit
participating certificates (for instance a holder of a right of usufruct) is
deemed to be a holder of shares or profit participating certificates, as the
case may be, and such person's entitlement to such benefits is considered a
share or a profit participating certificate, as the case may be.
Furthermore, a Non-Resident holder of Securities who is an individual and who
satisfies condition 1 above may, inter alia, derive benefits from Securities
that are taxable as benefits from miscellaneous activities in the following
circumstances, if such activities are performed or deemed to be performed in the
Netherlands:
a. if his investment activities go beyond the activities of an active
portfolio investor, for instance in case of the use of insider knowledge
(voorkennis) or comparable forms of special knowledge; or
b. if he or she makes Securities available or is deemed to make Securities
available, legally or in fact, directly or indirectly, to certain parties
as meant in articles 3.91 and 3.92 of the Dutch Income Tax Act 2001 under
circumstances described there.
Entities. A Non-Resident holder of Securities other than an individual will not
be subject to any Dutch taxes on income or capital gains in respect of any
payment under the Securities or in respect of any gain realized on the disposal
of Securities, provided that (a) if such Non-Resident holder of Securities
derives profits from an enterprise that is either managed in the Netherlands or
carried on, in whole or in part, through a permanent establishment or a
permanent representative in the Netherlands, whether as an entrepreneur
(ondernemer) or pursuant to a co-entitlement to the net value of such enterprise
(other than as an entrepreneur or as a holder of securities), the Securities are
not attributable to such enterprise, and (b) such Non-Resident holder of
Securities does not have a substantial interest in STMicroelectronics N.V.
A person other than an individual has a substantial interest in
STMicroelectronics N.V., (x) if it has a substantial interest in
STMicroelectronics N.V. (as described above under Individuals) or (y) if it has
a deemed substantial interest in STMicroelectronics N.V. A deemed substantial
interest may be present if its shares, profit participating certificates or
rights to acquire shares or profit participating certificates in
STMicroelectronics N.V. have been acquired by such person or are deemed to have
been acquired by such person on a non-recognition basis.
Other taxes and duties
No Dutch registration tax, transfer tax, stamp duty or any other similar
documentary tax or duty, other than court fees, will be payable by a holder of
Securities in the Netherlands in respect of or in connection with the purchase
by the Company of Securities.
10. Additional Information. STMicroelectronics is subject to the reporting and
other informational requirements of the Exchange Act and, in accordance
therewith, files and submits reports and other information with the SEC. Such
reports and other information can be inspected and copied at the Public
Reference Section of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549. Copies of such material can be obtained
from the Public Reference Section of the SEC at prescribed rates. Such material
may also be accessed electronically by means of the SEC's home page on the
Internet at www.sec.gov. Such reports and other information concerning
STMicroelectronics may also be inspected at the offices of the NYSE located at
20 Broad Street, New York, New York 10005.
The documents listed below (as such documents may be amended from time to time)
contain important information about the Company and its financial condition.
These documents are incorporated herein by reference.
12
o STMicroelectronics' Annual Report on Form 20-F for the year ended
December 31, 2003, filed on May 4, 2004;
o STMicroelectronics' Current Reports on Form 6-K, dated May 12, 2004
and July 30, 2004;
o The Section titled "Description of LYONs" in Amendment No. 1 to the
Company's Registration Statement on Form F-3 (File No. 333-10748), as
filed with the Securities and Exchange Commission on September 13,
1999; and
o Any current reports on Form 6-K submitted to the Securities and
Exchange Commission through September 22, 2004.
In the event of conflicting information between any of these documents, the
information in the latest documents should be considered correct and to be the
information included in this Company Notice.
STMicroelectronics, through the New York and Paris Paying Agents, will provide
without charge to each person, including any beneficial owner of the Securities
to whom this Company Notice has been delivered, upon his or her written or oral
request, a copy of any and all of the documents referred to above that have been
or may be incorporated by reference herein, other than exhibits to such
documents (unless those exhibits are specifically incorporated by reference
herein), and the Indenture relating to the Securities. Requests for copies
should be directed to the New York and Paris Paying Agents.
11. No Solicitations. The Company has not employed any persons to make
solicitations or recommendations in connection with the Option.
12. Definitions. All capitalized terms used but not specifically defined herein
shall have the meanings given to such terms in the Indenture.
13. Conflicts. In the event of any conflict between this Company Notice and the
accompanying Purchase Notice on the one hand and the terms of the Indenture or
any applicable laws on the other hand, the terms of the Indenture or applicable
laws, as the case may be, will control.
None of the Company or its Supervisory Board, Managing Board or employees are
making any recommendation to any Holder as to whether to surrender or refrain
from surrendering Securities for redemption pursuant to this Company Notice.
Each Holder must make his or her own decision whether to surrender his or her
Securities for redemption and, if so, the principal amount of Securities to
surrender based on their own assessment of current market value and other
relevant factors.
STMicroelectronics N.V.
August 18, 2004
13
PURCHASE NOTICE
IN CONNECTION WITH
STMICROELECTRONICS N.V.
LIQUID YIELD OPTION(TM) NOTES DUE 2009
(ZERO COUPON-SUBORDINATED)
CUSIP Number: 861012AB8
ISIN Number: FR0000495251
Pursuant to the Company Notice
dated August 18, 2004
This Purchase Notice relates to the purchase of Liquid Yield Option(TM) Notes
due 2009 (Zero Coupon-Subordinated) (the "Securities") of STMicroelectronics
N.V., a company organized under the laws of the Netherlands (the "Company"), at
the option of the holder thereof, pursuant to the terms and conditions specified
in the Indenture, dated as of September 22, 1999 (the "Indenture"), among the
Company, as issuer, and The Bank of New York, a New York banking corporation, as
trustee (the "Trustee"), and paragraph 6 of the Securities and as set forth in
the Company Notice, dated August 18, 2004.
Depending on whether you hold Securities through DTC or Euroclear France, your
right to surrender your Securities to the Company for purchase will expire at
5:00 p.m. local time in New York or Paris, on Wednesday, September 22, 2004 (the
"Purchase Date"). Holders of Securities (the "Holders") must validly deliver
this Purchase Notice on or before the Purchase Date (and not have withdrawn such
Purchase Notice) prior to 5:00 p.m. local time in New York or Paris, depending
on whether you hold Securities through DTC or Euroclear France, on the Purchase
Date, in order to receive $885.91 per $1,000 principal amount at maturity of
Securities (the "$1,000 principal amount"). Securities surrendered for purchase
may be withdrawn at any time prior to 5:00 p.m. local time in New York or Paris,
depending on whether you hold Securities through DTC or Euroclear France, on the
Purchase Date. HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY
("DTC") OR EUROCLEAR FRANCE NEED NOT SUBMIT A PHYSICAL COPY OF THIS PURCHASE
NOTICE TO THE RELEVANT PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL
PROCEDURES OF DTC OR EUROCLEAR FRANCE.
The addresses for surrendering physical Securities are as follows:
Trustee, New York Registrar, Paris Paying and Dutch Registrar:
New York Paying and Conversion Agent:
Conversion Agent:
The Bank of New York BNP Paribas Securities Services Netherlands Management Company B.V.
Corporate Trust GIS Emetteur OST & Coupon Locatellikade 1
Operations/Reorganization Unit Les Collines de l'Arche Parnassustoren
101 Barclay Street Paris La Defense Cedex 09 1076 AZ Amsterdam, The Netherlands
Floor 7 East France 75450
New York, New York 10286
The instructions accompanying this Purchase Notice should be read carefully
before this Purchase Notice is completed.
This Purchase Notice can be used only if:
o certificate(s) representing Securities are to be physically delivered
to the relevant Paying Agent; or
o a surrender of Securities will be made by book-entry transfer to the
New York Paying Agent's account at DTC through the DTC's Automatic
Tenders over the Participant Terminal System ("PTS"), subject to the
terms and procedures of that system, or to the Paris Paying Agent's
account at Euroclear France (Account
No. 30, "Nature de Comptes No. 54"). Holders that surrender through
DTC or Euroclear France need not submit a physical Purchase Notice to
the New York or Paris Paying Agent if such holders comply with the
transmittal procedures of DTC or Euroclear France, respectively.
Any beneficial owner whose Securities are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to
surrender such Securities should contact such registered holder of the
Securities promptly and instruct such registered holder to surrender on behalf
of the beneficial owner.
Delivery of this Purchase Notice and all other required documents to an address
other than as set forth above does not constitute valid delivery to the Paying
Agents. Delivery of documents to DTC, Euroclear France or the Company does not
constitute delivery to the New York or Paris Paying Agent. The method of
delivery of all documents, including certificates representing Securities, is at
the risk of the holder. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. You must sign this Purchase
Notice in the appropriate space provided for your signature, with signature
guarantee if required, and complete the Form W-9 set forth below. See
instructions 1, 2 and 12.
Ladies and Gentlemen:
By execution of this Purchase Notice, each signatory hereof (the "undersigned")
represents that the undersigned has received the Company Notice, dated August
18, 2004 (the "Company Notice"), of STMicroelectronics N.V., a company organized
under the laws of the Netherlands (the "Company"), which provides the notice to
the holders (the "holders") required pursuant to the Securities (as defined
below) and Indenture, dated as of September 22, 1999 (the "Indenture"), between
the Company, as issuer, and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee"). This Purchase Notice relates to the
Company's Liquid Yield OptionTM Notes due 2009 (Zero Coupon-Subordinated) (the
"Securities"), and the holder's right to surrender the Securities for purchase
by the Company for $885.91 per $1,000 principal amount at maturity of the
Securities (the "Purchase Price"), subject to the terms and conditions of the
Indenture, and the Company Notice. Upon the terms and subject to the conditions
set forth herein and in the Indenture, and effective upon the acceptance for
payment thereof, the undersigned hereby irrevocably sells, assigns and transfers
all right and title to the Company in and to the Securities surrendered hereby.
The undersigned hereby irrevocably constitutes and appoints the New York Paying
Agent or the Paris Paying Agent, as the case may be, the true and lawful agent
and attorney-in-fact of the undersigned (with full knowledge that such Paying
Agent also acts as the agent of the Company) with respect to such Securities,
with full power of substitution (such power-of-attorney being deemed to be an
irrevocable power coupled with an interest) to (1) present such Securities and
all evidences of transfer and authenticity to, or transfer ownership of, such
Securities on the account books maintained by The Depository Trust Company
("DTC") or Euroclear France, as the case may be, to, or upon the order of, the
Company, (2) present such Securities for transfer and cancellation on the books
of the relevant security registrar, and (3) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Securities, all in
accordance with the terms of and conditions to the Company Notice and the
Indenture.
The undersigned hereby represents and warrants that:
(a) the undersigned owns the Securities surrendered hereby as contemplated
by Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and has full power and authority to
validly surrender the Securities surrendered hereby;
(b) when and to the extent the Company accepts such Securities for payment,
the Company will acquire good, marketable and unencumbered title to
them, free and clear of all security interests, liens, charges,
encumbrances, conditional sales agreements or other obligations
relating to their surrender or transfer, and not subject to any adverse
claim;
(c) on request, the undersigned will execute and deliver any additional
documents that either the New York Paying Agent, the Paris Paying Agent
or the Company deems necessary or desirable to complete the surrender
of the Securities surrendered for purchase hereby and accepted for
payment; and
(d) the undersigned has read and agrees to all of the terms of the Company
Notice and this Purchase Notice.
2
The undersigned understands that surrender of the Securities is not made in
acceptable form until receipt by the New York or Paris Paying Agent (as the case
may be) of this Purchase Notice, duly completed and signed, together with all
accompanying evidence of authority in form satisfactory to the Company in its
sole discretion (which may delegate power in whole or in part to such Paying
Agent). All questions as to form of documents, eligibility, validity (including
time of receipt) and acceptance for payment of any surrender of Securities for
purchase hereunder will be determined by the Company in its sole discretion
(which may delegate power in whole or in part to either Paying Agent) and such
determination shall be final and binding on all parties.
Depending on whether the undersigned holds Securities through DTC or Euroclear
France, the undersigned understands that all Securities properly surrendered for
purchase on or before 5:00 p.m. local time in New York or Paris on September 22,
2004 (the "Purchase Date"), and not withdrawn prior to 5:00 p.m. local time in
New York or Paris, on the Purchase Date, will be purchased at the Purchase
Price, in cash, upon the terms and conditions specified in the Indenture and as
set forth in the Company Notice. The undersigned understands that acceptance of
the Securities by the Company for payment will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Indenture, the Company Notice and this Purchase Notice.
It is understood and hereby acknowledged by the undersigned that the
certificate(s) evidencing the Securities need not be delivered concurrently
herewith in order to surrender such Securities evidenced thereby. However, the
Company shall not be obligated to deliver the Purchase Price for such Securities
until such time that the certificate(s) evidencing such Securities are received
by the relevant Paying Agent.
Payment on Securities surrendered through DTC or Euroclear France will be made
in accordance with the applicable rules and regulations of the respective
organization and the applicable paying agent's customary practices. Unless
otherwise indicated under "Special Issuance Instructions" or "Special Delivery
Instructions" below, the check for the Purchase Price for any physical
Securities tendered hereby that are purchased will be issued to the order of the
undersigned and mailed to the address indicated in the box entitled "Description
of Securities Being Surrendered for Purchase." In the event that the boxes
entitled "Special Issuance Instructions" and/or "Special Delivery Instructions"
are completed, the check will be issued in the name of, and the payment of the
aggregate Purchase Price will be mailed to, the address so indicated.
All authority conferred or agreed to be conferred in this Purchase Notice shall
not be affected by and shall survive the death or incapacity of the undersigned,
and any obligations of the undersigned under this Purchase Notice shall be
binding upon the heirs, personal representatives, successors and assigns of the
undersigned.
NOTE: SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
3
DESCRIPTION OF SECURITIES BEING SURRENDERED FOR PURCHASE
Name(s) and Address(es) of Registered
holder(s) (Please fill in exactly as name(s) Securities Surrendered for Purchase
appear(s) on Securities(1) (Attach additional signed list, if necessary)
Security Principal Amount Principal Amount
Certificate Represented by Surrendered for
Number(s)(2) Securities Purchase (2)(3)
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
Total Amount
Surrendered for
Purchase
----------------------------------------------------------------------------------------------------------------------
(1) Must correspond exactly to the name(s) that appear(s) on the certificate(s)
for the Securities and the relevant Paying Agent's record of registered holders
or, if surrendered by a DTC participant, exactly as such participant's name(s)
and address(es) appear(s) on the security position listing of DTC.
(2) Need not be completed if Securities are being surrendered by book-entry
transfer.
(3) Unless otherwise specified, the entire aggregate principal amount at
maturity evidenced by such Securities will be deemed to have been surrendered
for purchase.
METHOD OF DELIVERY
|_| CHECK HERE IF SECURITIES ARE BEING OR WILL BE PHYSICALLY DELIVERED
HEREWITH.
|_| CHECK HERE IF SECURITIES ARE BEING OR WILL BE DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE RELEVANT PAYING AGENT
WITH DTC, AND COMPLETE THE FOLLOWING:
Name of Surrendering Institution:_______________________________________________
DTC Account Number:_____________________________________________________________
Euroclear France Account Number:________________________________________________
Contact Person:_________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Telephone (with international dialing code):____________________________________
Facsimile (with international dialing code):____________________________________
Date Surrendered:_______________________________________________________________
Transaction Code Number:________________________________________________________
4
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)
To be completed ONLY if Securities not surrendered or not purchased and/or any
check for the aggregate Purchase Price of Securities purchased are to be issued
in the name of and sent to someone other than the undersigned, or if Securities
surrendered by book-entry transfer that are not accepted for purchase are to be
credited to an account maintained at DTC other than the one designated above.
Issue Check and/or Securities to:
Name: __________________________________________________________________________
(Please Print)
Address:________________________________________________________________________
________________________________________________________________________________
(Taxpayer Identification Number or Social Security Number)
Credit unpurchased Securities by book-entry to DTC account number:
________________________________________________________________________________
(DTC Account Number)
________________________________________________________________________________
(Account Party)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)
To be completed ONLY if Securities not surrendered or not purchased and/or any
check for the aggregate Purchase Price of Securities purchased, issued in the
name of the undersigned, are to be sent to someone other than the undersigned,
or to the undersigned at an address other than that indicated above.
Mail Check and/or Securities to:
Name:___________________________________________________________________________
(Please Print)
Address:________________________________________________________________________
________________________________________________________________________________
(Including Zip Code)
NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
5
SIGNATURE
(See Instructions 1 and 5)
(Please Complete Substitute Form W-9)
Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Securities or on a security position listing or by person(s) authorized to
become registered holder(s) of the Securities by documents transmitted with this
Purchase Notice. If the signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, partner, officer of a corporation or another
party acting in a fiduciary or representative capacity, please set forth the
signer's full title.
________________________________________________________________________________
(Signature(s) of Registered holder(s) or Authorized Signatory)
Dated: _______________, 2004
Name(s): _______________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title):__________________________________________________________
Area Code(s) and Telephone Number(s):___________________________________________
Tax ID/SS Number(s):____________________________________________________________
(Taxpayer Identification Number(s) or Social Security Number(s))
Address(es):____________________________________________________________________
(Include Zip Code)
The Guarantee Below Must Be Completed in Accordance with the Instructions
________________________________________________________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 2 and 5)
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
Title:__________________________________________________________________________
Name of Eligible Institution:___________________________________________________
Address:________________________________________________________________________
Area Code and Telephone Number:_________________________________________________
Dated:________________, 2004
6
INSTRUCTIONS
Forming Part of the Terms and Conditions of this Purchase Notice
1. Delivery of Purchase Notice and Securities. This Purchase Notice can be used
only if Securities are to be delivered to the relevant Paying Agent or if a
surrender of Securities will be made by book-entry transfer to the relevant
Paying Agent's account at DTC or Euroclear France. Holders that surrender
through DTC or Euroclear France need not submit a physical Purchase Notice to
the relevant Paying Agent if such holders comply with the transmittal procedures
of DTC or Euroclear France, as applicable. A properly completed and duly
executed Purchase Notice or agent's message and any other required documents
must be delivered to the relevant Paying Agent at the appropriate address set
forth on the first page of this Purchase Notice and must be received by such
Paying Agent prior to 5:00 p.m. local time in New York or Paris on September 22,
2004. The term "agent's message" means a message, transmitted to DTC and
received by the relevant Paying Agent and forming a part of a book-entry
transfer, that states that DTC has received an express acknowledgement that the
undersigned agrees to be bound by this Purchase Notice and that the Company may
enforce this Purchase Notice against the undersigned. Delivery of documents to
DTC, Euroclear France or the Company does not constitute delivery to the New
York or Paris Paying Agent.
The method of delivery of all documents, including Securities, this Purchase
Notice and any other required documents, is at the election and risk of the
surrendering holder(s). If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended.
Each surrendering holder, by execution of this Purchase Notice, waives any right
to receive any notice of the acceptance of his or her surrender.
2. Guarantee of Signatures. No signature guarantee is required if either:
(a) this Purchase Notice is signed by the registered holder(s) of the
Securities (which term, for purposes of this Purchase Notice, includes
any participant in DTC whose name appears on a security position
listing as the holder of such Securities) surrendered by the Purchase
Notice, unless such holder has completed the box entitled "Special
Issuance Instructions" and/or "Special Delivery Instructions" above; or
(b) the Securities surrendered by this Purchase Notice are surrendered for
the account of an eligible guarantor institution, as defined in Rule
17Ad-15 under the Exchange Act (each, an "Eligible Institution").
In all other cases an Eligible Institution must guarantee the signatures on this
Purchase Notice. See Instruction 5.
3. Inadequate Space. If the space provided in the box captioned "Description of
Securities Being Surrendered for Purchase" is inadequate, the Security
certificate numbers, the principal amount at maturity represented by the
Securities and the principal amount at maturity surrendered should be listed on
a separate signed schedule and attached to this Purchase Notice.
4. Partial Surrenders and Unpurchased Securities. (Not applicable to holders who
surrender by book-entry transfer.) If less than all of the principal amount
evidenced by the Securities is to be surrendered for purchase, fill in the
portion of the principal amount of such Securities which is to be surrendered
for purchase in the column entitled "Principal Amount Surrendered for Purchase"
in the box captioned "Description of Securities Being Surrendered for Purchase."
In such case, a new certificate for the remainder of the Securities evidenced by
the old certificate will be issued and sent to the registered holder(s), unless
otherwise specified in the box entitled "Special Issuance Instructions" and/or
"Special Delivery Instructions" in this Purchase Notice, as promptly as
practicable following the later of the Purchase Date or the date the relevant
Paying Agent receives the certificate(s) evidencing the surrendered Securities;
provided, however, that each Security purchased and each new Security issued
shall be in a principal amount at maturity of $1,000 or integral multiples
thereof. The full principal amount of Securities listed is deemed to have been
surrendered unless otherwise indicated.
7
5. Signatures on Purchase Notice and Endorsements.
(a) If this Purchase Notice is signed by the registered holder(s) of the
Securities surrendered for purchase hereby, the signature(s) must
correspond exactly with the name(s) as written on the face of the
Securities without any change whatsoever.
(b) If the Securities are registered in the names of two or more joint
holders, each such holder must sign this Purchase Notice.
(c) If any surrendered Securities are registered in different names on
several certificates, it will be necessary to complete, sign and submit
as many separate Purchase Notices as there are different registrations
of Securities.
(d) (Not applicable to holders who surrender by book-entry transfer.) When
this Purchase Notice is signed by the registered holder(s) of the
Securities and transmitted hereby, no endorsement of Securities is
required unless payment is to be made, or the Securities not
surrendered or not purchased are to be issued, to a person other than
the registered holder(s). See Instruction 2. In such an event,
signature(s) on such Securities must be guaranteed by an Eligible
Institution. If this Purchase Notice is signed by a person other than
the registered holder(s) of the Securities listed, the assignment form
on the Securities must be completed and signed exactly as the name(s)
of the registered holder(s) appear on the Securities and signature(s)
on such Securities must be guaranteed by an Eligible Institution. See
Instruction 2.
(e) If this Purchase Notice is signed by attorneys-in-fact, executors,
administrators, trustees, guardians, partners, officers of corporations
or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory to the Company of their authority so to act.
6. Special Payment and Special Delivery Instructions. The surrendering holder(s)
signing this Purchase Notice should indicate in the applicable box or boxes the
name and address to which Securities for principal amounts not surrendered or
checks for payment of the aggregate Purchase Price are to be issued or sent, if
different from the name(s) and address(es) of such holder(s). In the case of
issuance in a different name, the taxpayer identification number or social
security number of the person named must also be indicated. If no instructions
are given, Securities not surrendered will be returned to the holder(s). Any
holder(s) surrendering by book-entry transfer may request that Securities not
surrendered be credited to such account at DTC as such holder(s) may designate
under the caption "Special Issuance Instructions." If no such instructions are
given, any such Securities not surrendered will be returned by crediting the
account at DTC designated above.
7. Irregularities. The Company will determine, in its sole discretion, all
questions as to the form of documents, eligibility, validity (including time of
receipt) and acceptance for payment of any surrender of Securities and its
determinations shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all surrenders it determines not to be in
proper form or the acceptance for payment of or payment for which may, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any defect or irregularity in the surrender of any
particular Security. No surrender of Securities will be deemed to have been
properly made until all defects and irregularities have been cured or waived.
Unless waived, any defects or irregularities in connection with surrenders must
be cured within such time as the Company shall determine. The Company's
interpretation of the terms of the Purchase Notice (including these
instructions) will be final and binding on all parties. None of the Company, the
New York Paying Agent, the Paris Paying Agent or any other person is or will be
obligated to give notice of any defects or irregularities in surrenders of
Securities and none of them will incur any liability for failure to give such
notice.
8. Mutilated, Lost, Stolen or Destroyed Certificates for Securities. Any
holder(s) whose certificates for Securities have been mutilated, lost, stolen or
destroyed should write to or telephone the relevant Paying Agent at the address
or telephone number set forth on the front cover page of this Purchase Notice.
8
The holder will then be instructed by the relevant Paying Agent as to the steps
that must be taken in order to replace the certificates. The payment of the
Purchase Price cannot be made until the procedures for replacing mutilated,
lost, stolen or destroyed certificates have been followed.
9. Questions and Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the New York Paying Agent or the
Paris Paying Agent and additional copies of the Company Notice and this Purchase
Notice may also be obtained from the New York Paying Agent or the Paris Paying
Agent.
10. Withdrawal Right. You may withdraw previously surrendered Securities at any
time until 5:00 p.m. local time in New York or Paris, depending on whether you
hold your Securities through DTC or Euroclear France, on September 22, 2004. See
Section 4 of the Company Notice for a more detailed description of withdrawal
rights.
11. Transfer Taxes. If payment of the Purchase Price is to be made to, or if
Securities not surrendered or purchased are to be registered in the name of, any
persons other than the registered holder(s), or if surrendered Securities are
registered in the name of any person other than the person(s) signing this
Purchase Notice, the amount of any transfer taxes (whether imposed on the
registered holder(s) or such other person) payable on account of the transfer to
such other person will be deducted from the Purchase Price unless satisfactory
evidence of the payment of such taxes or an exemption therefrom is submitted.
12. Important Tax Information.
U.S. Backup Withholding
U.S. persons:
-------------
In order to avoid "backup withholding" of U.S. federal income tax at a current
rate of 28% on the cash payments payable upon the sale of Securities pursuant to
the Option, a Holder whose Securities are accepted for purchase must, unless an
exemption applies, provide the New York Paying Agent with his or her correct
Taxpayer Identification Number (the "TIN") on Substitute Form W-9 included
herein and certify, under penalties of perjury, that such TIN is correct and
that he or she is not subject to backup withholding. If a Holder has been
notified by the U.S. Internal Revenue Service (the "IRS") that the Holder is
subject to backup withholding, the Holder must cross out item (2) of the
Certification box of the Substitute Form W-9, unless the Holder has since been
notified by the IRS that the Holder is no longer subject to backup withholding.
Failure to provide the information on the Substitute Form W-9 may subject the
tendering Holder to a $50 penalty imposed by the IRS and to U.S. federal backup
withholding at a rate of 28% on the cash payments payable to the Holder in
respect of the Securities purchased from such Holder. If the tendering Holder
has not been issued a TIN and has applied for one or intends to apply for one
prior to the payment, the Holder should write "Applied For" in the space
provided for the TIN in Part I of the Substitute Form W-9, and sign and date the
Substitute Form W-9. If "Applied For" is written in Part I, but the TIN has not
been received by the New York Paying Agent prior to the date that payment is to
be made, the New York Paying Agent will deduct from the payment and remit to the
IRS as backup withholding cash equal to 28% of the gross proceeds. Persons
supplying a TIN to the New York Paying Agent subsequent to the completion of
this letter of transmittal and the Substitute Form W-9, which is an integral
part thereof, must supply the TIN on an IRS Form W-9 that can be obtained at
http://www.irs.gov/pub/irs-pdf/fw9.pdf. In order to avoid backup withholding,
the Form W-9 and TIN must be received by the New York Paying Agent prior to the
date that payment is made.
In addition, if a Holder of Securities makes a false statement that results in
no imposition of backup withholding, and there was no reasonable basis for
making such statement, a $500 penalty may be imposed by the IRS.
Backup withholding is not an additional U.S. federal income tax. Rather, the
U.S. federal income tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be applied for from the IRS.
The TIN that is to be provided on the Substitute Form W-9 is that of the
beneficial Holder(s) of the Securities. The TIN for an individual is his or her
U.S. social security number. To prevent backup withholding, each tendering
Holder of Securities is required to notify the New York Paying Agent of his or
her correct TIN by completing the
9
Substitute Form W-9, certifying that the Holder is a U.S. person (including a
U.S. resident alien), that the TIN provided is correct (or that the tendering
Holder of Securities is awaiting a TIN), and that (1) the Holder is exempt from
backup withholding, or (2) the Holder has not yet been notified by the IRS that
such Holder is subject to backup withholding as a result of failure to report
all interest or dividends, or (3) the IRS has notified the Holder that such
Holder is no longer subject to backup withholding.
Certain U.S. persons that sell their Securities (including, among others, most
corporations and certain tax-exempt organizations) are not subject to backup
withholding and should indicate their exempt status on Substitute Form W-9.
If the Securities are in more than one name or are not in the name of the actual
owner, such Holder should consult the "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
For additional guidance, see the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9".
Non-U.S. persons:
----------------
A non-U.S. individual or non-U.S. entity may qualify as an exempt person by
completing Part I and Part IV of IRS Form W-8BEN signed under penalties of
perjury, certifying such person's non-U.S. status. IRS Form W-8BEN and
Instructions for Form W-8BEN can be obtained at
http://www.irs.gov/pub/irs-pdf/iw8ben.pdf. If this form does not apply to a
particular non-U.S. Holder, other applicable forms can be obtained from the IRS
website.
A Holder of Securities should consult his or her tax advisor as to his or her
qualification for an exemption from backup withholding and the procedure for
obtaining such exemption.
10
NOTICE OF WITHDRAWAL
OF SURRENDER OF
STMICROELECTRONICS N.V.'S LIQUID YIELD OPTION(TM) NOTES DUE SEPTEMBER 22, 2009
(ZERO COUPON-SUBORDINATED)
CUSIP Number: 861012AB8
ISIN Number: FR0000495251
Pursuant to the Company Notice
dated August 18, 2004
THE REDEMPTION PERIOD WILL EXPIRE AT 5:00 P.M. LOCAL TIME IN NEW YORK OR PARIS,
DEPENDING ON WHETHER YOU HOLD SECURITIES THROUGH DTC OR EUROCLEAR FRANCE, ON
SEPTEMBER 22, 2004 (THE "PURCHASE DATE"). REGISTERED HOLDERS OF SECURITIES MUST
SURRENDER THEIR SECURITIES ON OR PRIOR TO 5:00 P.M. LOCAL TIME IN NEW YORK OR
PARIS, ON THE PURCHASE DATE IN ORDER TO RECEIVE THE PURCHASE PRICE. SECURITIES
SURRENDERED FOR PURCHASE MAY BE WITHDRAWN IF THE REGISTERED HOLDER SUBMITS AND
THE RELEVANT PAYING AGENT RECEIVES THIS COMPLETED AND SIGNED NOTICE OF
WITHDRAWAL NO LATER THAN 5:00 P.M. LOCAL TIME IN NEW YORK OR PARIS, ON SEPTEMBER
22, 2004. SECURITIES NOT ACCEPTED FOR PAYMENT AFTER THE EXPIRATION OF FORTY
BUSINESS DAYS FROM THE COMMENCEMENT OF THE REDEMPTION PERIOD TO PURCHASE THE
SECURITIES MAY BE WITHDRAWN. HOLDERS THAT SURRENDER THROUGH DTC OR EUROCLEAR
FRANCE NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE RELEVANT PAYING AGENT
IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.
The addresses for surrendering physical Securities are as follows:
Trustee, New York Registrar, Paris Paying and Dutch Registrar:
New York Paying and Conversion Agent:
Conversion Agent:
The Bank of New York BNP Paribas Securities Services Netherlands Management Company B.V.
Corporate Trust GIS Emetteur OST & Coupon Locatellikade 1
Operations/Reorganization Unit Les Collines de l'Arche Parnassustoren
101 Barclay Street Paris La Defense Cedex 09 1076 AZ Amsterdam, The Netherlands
Floor 7 East France 75450
New York, New York 10286
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Company Notice, dated August 18, 2004, and the
accompanying Purchase Notice, of STMicroelectronics N.V., a corporation
organized under the laws of the Netherlands (the "Company" or
"STMicroelectronics"), relating to the purchase by the Company, at the option of
the holder thereof, of the Company's Liquid Yield OptionTM Notes due September
22, 2009 (Zero Coupon-Subordinated) (the "Securities") for $885.91 per $1,000
principal amount at maturity of the Securities, subject to the terms and
conditions of the Indenture and the Option.
This Notice of Withdrawal is to be completed by registered holders of Securities
desiring to withdraw the surrender of such Securities in the Option if (i)
Securities have been previously surrendered to the relevant Paying Agent, or
(ii) delivery of such Securities has been previously made by book-entry transfer
to the relevant Paying Agent's account at The Depository Trust Company ("DTC")
or Euroclear France pursuant to the book-entry transfer procedures described
under the caption "Procedures to be Followed by Holders Electing to Surrender
Securities for Purchase" in the Company Notice.
Ladies and Gentlemen:
The undersigned hereby withdraws the undersigned's surrender for purchase to the
Company of the Securities described below, which Securities were previously
surrendered for purchase pursuant to the Company Notice.
The undersigned understands that the withdrawal of Securities previously
surrendered in this Option, effected by this Notice of Withdrawal, may not be
rescinded and that such Securities will no longer be deemed to be validly
surrendered for purchase for purposes of the undersigned's Purchase Notice. Such
withdrawn Securities may be resurrendered for purchase only by following the
procedures for surrendering set forth in the Company Notice and in the
accompanying Purchase Notice.
All authority conferred or agreed to be conferred in this Notice of Withdrawal
shall not be affected by and shall survive the death or incapacity of the
undersigned, and any obligations of the undersigned under this Notice of
Withdrawal shall be binding upon the heirs, personal and legal representatives,
trustees in bankruptcy, successors and assigns of the undersigned.
* * *
--------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SECURITIES BEING WITHDRAWN
--------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s) Securities Being Withdrawn
(Please fill in exactly as name(s) appear(s) on Securities)(1) (Attach additional signed list, if necessary)
--------------------------------------------------------------------------------------------------------------
Principal Amount Principal Amount
Security Certificate Represented by Being
Number(s)(2) Securities Withdrawn(2)(3)
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
Total Amount
Being Withdrawn
--------------------------------------------------------------------------------------------------------------
(1) Must correspond exactly to the name(s) that appear(s) on the certificate(s)
for the Securities and the relevant Paying Agent's record of registered holders
or, if surrendered by a DTC or Euroclear France participant, exactly as such
participant's name(s) and address(es) appear(s) on the security position listing
of DTC or Euroclear France.
(2) Need not be completed if Securities are being surrendered by book-entry
transfer.
(3) Unless otherwise specified, the entire aggregate principal amount evidenced
by such Securities will be deemed to have been withdrawn.
2
________________________________________________________________________________
METHOD OF DELIVERY
|_| CHECK HERE IF SECURITIES WERE PHYSICALLY DELIVERED TO THE RELEVANT
PAYING AGENT.
|_| CHECK HERE IF SECURITIES WERE DELIVERED BY BOOK-ENTRY TRANSFER MADE TO
THE ACCOUNT MAINTAINED BY THE NEW YORK PAYING AGENT OR PARIS PAYING
AGENT WITH DTC OR EUROCLEAR FRANCE AND COMPLETE THE FOLLOWING:
Name of Surrendering Institution:_______________________________________________
Address:________________________________________________________________________
Telephone: _____________________________________________________________________
Facsimile:______________________________________________________________________
Contact Person: ________________________________________________________________
Date Surrendered:_______________________________________________________________
DTC Account Number: ____________________________________________________________
Euroclear France Account Number:________________________________________________
Transaction Code Number:________________________________________________________
3
________________________________________________________________________________
SIGN HERE
(To Be Completed by All Registered Holders of Securities Being Withdrawn)
Must be signed by registered Holder(s) exactly as name(s) appear(s) on the
Securities or on a security position listing or by person(s) authorized to
become registered Holder(s) of the Securities by documents transmitted with this
Notice of Withdrawal. If the signature is by an attorney-in-fact, executor,
administrator, trustee, guardian, partner, officer of a corporation or another
party acting in a fiduciary or representative capacity, please set forth the
signer's full title.
(Signature(s) of Registered Holder(s) or Authorized Signatory)
Dated: ______________, 2004
Name(s):________________________________________________________________________
________________________________________________________________________________
(Please Print)
Capacity (full title):__________________________________________________________
________________________________________________________________________________
Address(es):____________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code(s) and Telephone Number(s):___________________________________________
The Guarantee Below Must be Completed
________________________________________________________________________________
GUARANTEE OF SIGNATURE(S)
Authorized Signature:___________________________________________________________
Name:___________________________________________________________________________
Title:__________________________________________________________________________
Name of Eligible Institution:___________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_________________________________________________
Dated: ______________, 2004
4
_____________________________________________________________________________________________________________________________
PAYER'S NAME: THE BANK OF NEW YORK AS NEW YORK PAYING AGENT
_____________________________________________________________________________________________________________________________
SUBSTITUTE Form @-9 PLEASE PROVIDE YOUR TIN IN THE BOX
AT RIGHT AND CERTIFY BY SIGNING AND DATING
BELOW. ______________________________________
Department of the Treasury _____________________________________________ Name
Internal Revenue Service Name AND
_____________________________________________
Payer's Request for Taxpayer Business Name ______________________________________
Identification Number (TIN) and Social security number
Certification Please check appropriate box OR
|_| Individual/Sole Proprietor |_| Corporation
|_| Partnership |_| Other _______________ _____________________________________
Employer identification number
_____________________________________________ _____________________________________
Address (If awaiting TIN write "Applied For")
_____________________________________________ Please sign and date below.
City, State, Zip Code
_____________________________________________________________________________________________________________________________
Part II For Payees Exempt from Backup Withholding, write "Exempt" in this
section and sign and date below. See the enclosed Guidelines and complete as
instructed therein. ___________________
_____________________________________________________________________________________________________________________________
Certification Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I
am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions You must cross out item (2) above if you have been notified
by the IRS that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup withholding, do not
cross out item (2). (Also see instructions in the enclosed Guidelines.)
________________________________________________________________________________________
SIGNATURE: _________________________________ DATE: ________________, 2004
_____________________________________________________________________________________________________________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 28% OF ANY CASH PAYMENTS
MADE TO YOU PURSUANT TO THIS OPTION. PLEASE REVIEW THE ENCLOSED
"GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
NOTE: IF YOU ARE AWAITING A TAXPAYER IDENTIFICATION NUMBER BACKUP
WITHHOLDING OF 28% WILL BE IMPOSED ON ANY CASH PAYMENTS MADE TO YOU
PURSUANT TO THIS OPTION UNLESS YOU PROVIDE YOUR TIN TO THE PAYER
PRIOR TO THE DATE ANY SUCH PAYMENT IS TO BE MADE.
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number for the Payee (You)
to Give the Payer. -- Social Security numbers have nine digits separated by two
hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits
separated by only one hyphen: i.e. 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
For this type of account: Give the NAME and For this type of account: Give the NAME and
SOCIAL SECURITY EMPLOYER IDENTIFICATION
number of: number of:
-------------------------------------------------------------------------------------------------------------------
1. Individual The individual 6. Sole proprietorship or The owner (3)
single-owner LLC
2. Two or more The actual owner of the 7. A valid trust, estate, or The legal entity (4)
individuals (joint account or, if combined pension trust
account) funds, the first individual
on the account(1) 8. Corporate or LLC The corporation
electing corporate status
3. Custodian account of a The minor (2) on Form 8832
minor (Uniform Gift to
Minors Act) 9. Association, club The organization
religious, charitable,
4. a. The usual revocable The grantor-trustee (1) educational, or other
savings trust (grantor tax-exempt organization
is also trustee) accoung
b. So-called trust account The actual owner (1) 10. Partnership The partnership
that is not a legal or
valid trust under State 11. A broker or registered The broker or nominee
law nominee
5. Sole proprietorship The owner (3) 12. Account with the The public entity
Department of
Agriculture in
the name of a
public entity
(such as a state
or local
government,
school district,
or prison) that
receives
agriculture
program payments
-------------------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that person's
number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or your
employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated in
the account title.)
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card (for individuals), at the local Social
Security Administration office, or obtain Form W-7, Application for IRS
Individual Taxpayer Identification Number (for resident aliens who are not
eligible for a social security number) or Form SS-4, Application for Employer
Identification Number (for businesses and all other entities), by calling 1
(800) TAX-FORM (1-800-829-3676) or from the IRS's web site at www.irs.gov, and
apply for a number.
Payees Exempt from Backup Withholding
Payees specifically exempted from withholding include:
o An organization exempt from tax under Section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7),
if the account satisfies the requirements of Section 401(f)(2).
o The United States or a state thereof, the District of Columbia, a
possession of the United States, or a political subdivision or
wholly-owned agency or instrumentality of any one or more of the
foregoing.
o An international organization or any agency or instrumentality thereof.
o A foreign government and any political subdivision, agency or
instrumentality thereof.
Payees that may be exempt from backup withholding include:
o A corporation.
o A financial institution.
o A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
o A real estate investment trust.
o A common trust fund operated by a bank under Section 584(a).
o An entity registered at all times during the tax year under the Investment
Company Act of 1940.
o A middleman known in the investment community as a nominee or a custodian.
o A futures commission merchant registered with the Commodity Futures
Trading Commission.
o A foreign central bank of issue.
o A trust exempt from tax under Section 664 or described in Section 4947.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
o Payments to nonresident aliens subject to withholding under Section 1441.
o Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
o Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest in the course of
your trade or business is $600 or more and you have not provided your
correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
o Payments described in Section 6049(b)(5) to non resident aliens.
o Payments on tax-free covenant bonds under Section 1451.
o Payments made by certain foreign organizations.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER.
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Privacy Act Notice. - Section 6109 requires you to provide your correct taxpayer
identification number to payers, who must report the payments to the IRS. The
IRS uses the number for identification purposes and to help verify the accuracy
of your tax return. The IRS may also provide this information to various
government agencies for tax enforcement or litigation purposes. Payers may also
disclose this information to other countries under a tax treaty or to federal
and state agencies to enforce federal non-tax criminal laws and to combat
terrorism. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
Penalties
(1) Failure to Furnish Taxpayer Identification Number - If you fail to
furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information with Respect to Withholding - If
you make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
(3) Criminal Penalty for Falsifying Information - Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
(4) Misuse of Taxpayer Identification Number - If the payer discloses or
uses taxpayer identification numbers in violation of federal law, the
payer may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE
SIGNATURES
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.
STMicroelectronics N.V.
Date: August 20, 2004 By: /s/ PASQUALE PISTORIO
-----------------------------------
Name: Pasquale Pistorio
Title: President and Chief Executive Officer
Enclosure: A Company Notice regarding optional redemption of Liquid Yield
Option(TM) Notes due September 22, 2009.