UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13D-102)
Under the Securities Exchange Act of 1934
(Amendment No. 6)
STMicroelectronics N.V.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, nominal value (euro)1.04 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
861012102
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2005
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
|X| Rule 13d-1 (d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes). (Continued on following pages)
Page 1 of 30
CUSIP No. 861012102 13G Page 2 of 30 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STMicroelectronics Holding II B.V. ("ST Holding II")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
6 SHARED VOTING POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754**
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.6%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------
* Based upon 907,824,279 common shares issued as of December 31, 2005 as
shown on the STMicroelectronics N.V.'s share registry.
** Based upon (i) 202,059,876 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; (ii) 23,000,000 common shares
held of record by Euroclear France in connection with a stock lending
transaction put in place by Finmeccanica, which in turn lent 13,000,000
shares to Merrill Lynch and 10,000,000 shares to Lehman Brothers; (iii)
20,000,000 common shares held by BNP Paribas Securities Services; and (iv)
5,644,878 shares held by BNP Paribas Luxembourg for Finmeccanica in the
account of ST Holding II.
CUSIP No. 861012102 13G Page 3 of 30 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STMicroelectronics Holding N.V. ("ST Holding")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
6 SHARED VOTING POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754**
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.6%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------
* Based upon 907,824,279 common shares issued as of December 31, 2005 as
shown on the STMicroelectronics N.V.'s share registry.
** Based upon (i) 202,059,876 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; (ii) 23,000,000 common shares
held of record by Euroclear France in connection with a stock lending
transaction put in place by Finmeccanica, which in turn lent 13,000,000
shares to Merrill Lynch and 10,000,000 shares to Lehman Brothers; (iii)
20,000,000 common shares held by BNP Paribas Securities Services; and (iv)
5,644,878 shares held by BNP Paribas Luxembourg for Finmeccanica in the
account of ST Holding II.
CUSIP No. 861012102 13G Page 4 of 30 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FT1CI
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
6 SHARED VOTING POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754**
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.6%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
HC
--------------------------------------------------------------------------------
* Based upon 907,824,279 common shares issued as of December 31, 2005 as
shown on the STMicroelectronics N.V.'s share registry.
** Based upon (i) 202,059,876 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; (ii) 23,000,000 common shares
held of record by Euroclear France in connection with a stock lending
transaction put in place by Finmeccanica, which in turn lent 13,000,000
shares to Merrill Lynch and 10,000,000 shares to Lehman Brothers; (iii)
20,000,000 common shares held by BNP Paribas Securities Services; and (iv)
5,644,878 shares held by BNP Paribas Luxembourg for Finmeccanica in the
account of ST Holding II.
CUSIP No. 861012102 13G Page 5 of 30 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Finmeccanica S.p.A. ("Finmeccanica")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
6 SHARED VOTING POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754**
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.6%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Based upon 907,824,279 common shares issued as of December 31, 2005 as
shown on the STMicroelectronics N.V.'s share registry.
** Based upon (i) 202,059,876 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; (ii) 23,000,000 common shares
held of record by Euroclear France in connection with a stock lending
transaction put in place by Finmeccanica, which in turn lent 13,000,000
shares to Merrill Lynch and 10,000,000 shares to Lehman Brothers; (iii)
20,000,000 common shares held by BNP Paribas Securities Services; and (iv)
5,644,878 shares held by BNP Paribas Luxembourg for Finmeccanica in the
account of ST Holding II.
CUSIP No. 861012102 13G Page 6 of 30 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cassa Depositi e Prestiti S.p.A. ("CDP")
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
6 SHARED VOTING POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754**
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.6%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Based upon 907,824,279 common shares issued as of December 31, 2005 as
shown on the STMicroelectronics N.V.'s share registry.
** Based upon (i) 202,059,876 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; (ii) 23,000,000 common shares
held of record by Euroclear France in connection with a stock lending
transaction put in place by Finmeccanica, which in turn lent 13,000,000
shares to Merrill Lynch and 10,000,000 shares to Lehman Brothers; (iii)
20,000,000 common shares held by BNP Paribas Securities Services; and (iv)
5,644,878 shares held by BNP Paribas Luxembourg for Finmeccanica in the
account of ST Holding II.
CUSIP No. 861012102 13G Page 7 of 30 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Areva
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
6 SHARED VOTING POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
27.6%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,704,754**
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
27.6%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Based upon 907,824,279 common shares issued as of December 31, 2005 as
shown on the STMicroelectronics N.V.'s share registry.
** Based upon (i) 202,059,876 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; (ii) 23,000,000 common shares
held of record by Euroclear France in connection with a stock lending
transaction put in place by Finmeccanica, which in turn lent 13,000,000
shares to Merrill Lynch and 10,000,000 shares to Lehman Brothers; (iii)
20,000,000 common shares held by BNP Paribas Securities Services; and (iv)
5,644,878 shares held by BNP Paribas Luxembourg for Finmeccanica in the
account of ST Holding II.
CUSIP No. 861012102 13G Page 8 of 30 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
France Telecom
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
--------------------------------------------------------------------------------
6 SHARED VOTING POWER
0%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
NONE
--------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0%* (See Item 4(a) and Exhibit 1)
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%*
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
* Based upon 907,824,279 common shares issued as of December 31, 2005 as
shown on the STMicroelectronics N.V.'s share registry.
** Based upon (i) 202,059,876 common shares held of record by ST Holding II on
STMicroelectronics N.V.'s share registry; (ii) 23,000,000 common shares
held of record by Euroclear France in connection with a stock lending
transaction put in place by Finmeccanica, which in turn lent 13,000,000
shares to Merrill Lynch and 10,000,000 shares to Lehman Brothers; (iii)
20,000,000 common shares held by BNP Paribas Securities Services; and (iv)
5,644,878 shares held by BNP Paribas Luxembourg for Finmeccanica in the
account of ST Holding II.
CUSIP No. 861012102 13G Page 9 of 30 Pages
Item 1(a). Name of Issuer:
STMicroelectronics N.V. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
STMicroelectronics N.V.
39, Chemin du Champ des Filles
1228 Plan-Les-Ouates
Geneva, Switzerland
Item 2(a). Name of Persons Filing:
The current members of the Group of STMicroelectronics N.V.
shareholders consisting of:
(i) ST Holding II
(ii) ST Holding
(iii) FT1CI
(iv) Finmeccanica
(v) Cassa Depositi e Prestiti
(vi) Areva
(vii) France Telecom
Item 2(b). Address of Principal Business Office, or if none, Residence:
(i) STMicroelectronics Holding II B.V.
Weena 210-212
3012 NJ Rotterdam
The Netherlands
(ii) STMicroelectronics Holding N.V.
Weena 210-212
3012 NJ Rotterdam
The Netherlands
(iii) FT1CI
27-29, rue Le Peletier
75009 Paris
France
(iv) Finmeccanica S.p.A.
Piazza Monte Grappa, 4
00195 Rome
Italy
CUSIP No. 861012102 13G Page 10 of 30 Pages
(v) Cassa Depositi e Prestiti S.p.A.
Via Goito, 4
00185 Rome
Italy
(vi) Areva
27-29, rue Le Peletier
75009 Paris
France
(vii) France Telecom
6, place d'Alleray
75015 Paris
France
Item 2(c). Citizenship:
(i) The Netherlands
(ii) The Netherlands
(iii) France
(iv) Italy
(v) Italy
(vi) France
(vii) France
Item 2(d). Title of Class of Securities:
Common Shares, nominal value (euro)1.04 per Share
Item 2(e). CUSIP Number:
861012102
Item 3. Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
250,704,754 shares of common stock are beneficially owned by
ST Holding II. These amounts are held of record on
STMicroelectronics N.V.'s share registry as follows:
CUSIP No. 861012102 13G Page 11 of 30 Pages
(i) 202,059,876 common shares held of record by ST
Holding II on STMicroelectronics N.V.'s share
registry;
(ii) 23,000,000 common shares held of record by Euroclear
France in connection with a stock lending transaction
put in place by Finmeccanica, which in turn lent
13,000,000 shares to Merrill Lynch and 10,000,000
shares to Lehman Brothers;
(iii) 20,000,000 common shares held by BNP Paribas
Securities Services; and
(iv) 5,644,878 shares held by BNP Paribas Luxembourg for
Finmeccanica in the account of ST Holding II.
ST Holding II is a wholly owned subsidiary of
STMicroelectronics Holding N.V. which is jointly controlled by
FT1CI, CDP and Finmeccanica (see Exhibit 1 attached hereto).
FT1CI is controlled by Areva Group. France Telecom no longer
holds any shares in STMicroelectronics N.V.
Item 4(b). Percent of Class:
27.6% based upon 907,824,279 common shares issued as of
December 31, 2005 as shown on STMicroelectronics N.V.'s share
registry.
Item 4(c). Number of shares as to which such person has:
Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for
each filing entity.
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact that as of
the date hereof France Telecom has ceased to be the beneficial
owner of more than five percent of the class of Securities,
check the following |X|.
On July 30, 2002 France Telecom issued (euro) 442.2 million
aggregate principal amount of 6,75% notes due August 6, 2005
mandatorily exchangeable into STMicroelectronics N.V. shares
held by France Telecom. On August 6, 2005 the mandatory
exchangeable notes reached maturity, which resulted in the
disposal by France Telecom of approximately 26.4 million of
STMicroelectronics N.V. shares, representing the totality of
the shares in STMicroelectronics N.V. held by France Telecom.
This is a terminal amendment with respect to France Telecom as
it no longer holds any shares in STMicroelectronics N.V.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Item 6 is not applicable.
CUSIP No. 861012102 13G Page 12 of 30 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Item 7 is not applicable.
Item 8. Identification and Classification of Members of a Group
See attached Exhibit 1 for the identity of each member of the
Group and a description of relevant shareholders' agreements.
See also, Item 4(a) above.
Item 9. Notice of Dissolution of Group
Item 9 is not applicable.
Item 10. Certification
Item 10 is not applicable.
CUSIP No. 861012102 13G Page 13 of 30 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: STMicroelectronics Holding N.V., by and on behalf of STMicroelectronics
Holding II B.V., as Managing Member
February 14, 2006 February 14, 2006
-------------------------------------- --------------------------------------
(Date) (Date)
/s/ Gabriele Pagnotta /s/ Bertrand Loubert
-------------------------------------- --------------------------------------
(Signature) (Signature)
Name: Gabriele Pagnotta Name: Bertrand Loubert
Title: Managing Director, Title: Managing Director,
STMicroelectronics Holding N.V. STMicroelectronics Holding N.V.
CUSIP No. 861012102 13G Page 14 of 30 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: STMicroelectronics Holding N.V.
February 14, 2006 February 14, 2006
-------------------------------------- --------------------------------------
(Date) (Date)
/s/ Gabriele Pagnotta /s/ Bertrand Loubert
-------------------------------------- --------------------------------------
(Signature) (Signature)
Name: Gabriele Pagnotta Name: Bertrand Loubert
Title: Managing Director Title: Managing Director
CUSIP No. 861012102 13G Page 15 of 30 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: FT1CI
February 14, 2006
-----------------------------------------
(Date)
/s/ Gerald Arbola
-----------------------------------------
(Signature)
Name: Gerald Arbola
Title: Chairman of the Board of Directors
CUSIP No. 861012102 13G Page 16 of 30 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: Finmeccanica S.p.A.
February 14, 2006
-----------------------------------------
(Date)
/s/ Pier Francesco Guarguaglini
-----------------------------------------
(Signature)
Name: Pier Francesco Guarguaglini
Title: Chief Executive Officer
CUSIP No. 861012102 13G Page 17 of 30 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: Cassa Depositi e Prestiti S.p.A.
February 14, 2006
-----------------------------------------
(Date)
/s/ Salvatore Rebecchini
-----------------------------------------
(Signature)
Name: Salvatore Rebecchini
Title: Chairman of the Board of Directors
CUSIP No. 861012102 13G Page 18 of 30 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: Areva
February 14, 2006
-----------------------------------------
(Date)
/s/ Gerald Arbola
-----------------------------------------
(Signature)
Name: Gerald Arbola
Title: Member of the Managing Board and
Chief Financial Officer
CUSIP No. 861012102 13G Page 19 of 30 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: France Telecom
February 14, 2005
-----------------------------------------
(Date)
/s/ Pierre Hilaire
-----------------------------------------
(Signature)
Name: Pierre Hilaire
Title: Director of Financial Information
CUSIP No. 861012102 13G Page 20 of 30 Pages
EXHIBIT 1
Principal Shareholders
ST Holding II is a wholly owned subsidiary of STMicroelectronics
Holding N.V. ("ST Holding"). As of December 31, 2005, FT1CI (the "French
Shareholder") and a consortium of Italian shareholders (the "Italian
Shareholders") made up of CDP and Finmeccanica directly held 50% each in ST
Holding. CDP held 30% in ST Holding and Finmeccanica held 20% in ST Holding. The
indirect interest of FT1CI and the Italian Shareholders is split on a
50%-50% basis. Through a structured tracking stock system implemented in the
articles of association of ST Holding and ST Holding II, FT1CI indirectly held
99,318,236 of the Company's common shares, representing 10.9% of its issued
share capital as of December 31, 2005, CDP indirectly held 91,644,941 of the
Company's common shares, representing 10.1% of its issued share capital as of
December 31, 2005 and Finmeccanica indirectly held 59,741,577 of the Company's
common shares, representing 6.6% of its issued share capital as of December 31,
2005. Any disposals or, as the case may be, acquisitions by ST Holding II on
behalf of respectively FT1CI, CDP and Finmeccanica, will decrease or, as the
case may be, increase the indirect interest of respectively FT1CI, CDP and
Finmeccanica in the Company's issued share capital. FT1CI was formerly a jointly
held company set up by Areva and France Telecom to control the interest of the
French shareholders in ST Holding. Following the transactions described below,
Areva is currently the sole shareholder of FT1CI. Areva is a corporation
controlled by the French atomic energy commission. Areva is listed on Euronext
Paris in the form of Investment Certificates. CDP is an Italian corporation 70%
owned by the Italian Ministero dell'Economia e delle Finanze (the "Ministry of
Economy and Finance") and 30% owned by a consortium of 66 Italian banking
foundations. Finmeccanica is a listed Italian holding company majority owned by
the Italian Ministry of Economy and Finance, Fintecna S.p.A. (in which Istituto
per la Ricostruzione Industriale-IRI S.p.A. in liquidazione, the holding company
for Italian state owned industrial and commercial interests, was merged) and the
public. Finmeccanica is listed on the Italian Mercato Telematico Azionario
("MTA") and is included in the S&P/MIB stock index.
ST Holding II owned 90% of the Company's shares before its initial
public offering in 1994, and has since then gradually reduced its participation,
going below the 66% threshold in 1997 and below the 50% threshold in 1999. ST
Holding may further dilute its shares as provided below in "-- STH Shareholders'
Agreement--Disposals of the Company's Common Shares" and pursuant to the
eventual conversion of the Company's outstanding convertible instruments. Set
forth below is a table of ST Holding II's holdings in the Company as of the end
of each of the past three financial years:
Common Shares Owned
--------------------------------------------------------------------------------
Number %
------------------ -------------
December 31, 2005....................... 250,704,754 27.6
December 31, 2004....................... 278,483,280 30.8
December 31, 2003....................... 311,483,280 34.5
CUSIP No. 861012102 13G Page 21 of 30 Pages
Announcements about additional disposals of the Company's shares by ST
Holding II on behalf of one or more of its indirect shareholders, Areva, CDP,
FT1CI or Finmeccanica may come at any time.
The chart below illustrates the shareholding structure as of December
31, 2005:
[GRAPHIC OMITTED]
------------ ------------- -------------- ----------------- ---------------------------
Italian Ministry Consortium of
Avera Public Fintecna of Economy Italian Banking Foundations
------------ ------------- -------------- ----------------- ---------------------------
| | | | | |
100% | 61.1% | 1.7% | 32.2% | | 70% 30% |
| -------------- | ----------------------- -------- |
| | | | | |
| | | | | |
| ---------------------- ------------------------------
| Finmeccanica Cassa Depositi e Prestiti
| ---------------------- ------------------------------
| | |
| 40% | | 60%
| | |
---------------------------- -----------------------------
FTICI CDP / Finmeccanica(2)(3)
---------------------------- -----------------------------
French Shareholder | 50%(1) Italian Shareholders | 50%(1)
| |
------- -------------------------------
| |
| |
--------------------------------
STMicroelectronics Holding N.V.
--------------------------------
| 100%
|
--------------------------------- -----------------
STMicroelectronics Holding II B.V. Public
--------------------------------- ----------------
27% | 70.7% | |
| | |
------------------------------------
STMicroelectronics N.V.
------------------------------------
___________________
(1) CDP owns 30% of ST Holding, while Finmeccanica owns 20% of ST Holding.
(2) Not a legal entity, purely for illustrative purposes.
(3) FT1CI owns 50% of ST Holding and indirectly holds 99,318,236 of the
Company's common shares.
(4) CDP and Finmeccanica own 50% of ST Holding and indirectly holds
91,644,941 and 59,741,577 of the Company's common shares, respectively.
On December 17, 2001, France Telecom issued (euro)1,522,950,000
aggregate principal amount of 1.0% notes due December 17, 2004, redeemable by
way of exchange for up to 30 million of the Company's existing common shares on
or after January 2, 2004 (the "2001 Notes"). Pursuant to the terms and
conditions of the 2001 Notes, on March 9, 2004, France Telecom redeemed the 2001
Notes, and the shares underlying the 2001 Notes held in escrow by BNP Paribas
Securities Services (France) were released from escrow. On December 3, 2004,
France Telecom sold through ST Holding those 30 million of the Company's common
shares (corresponding to the entire amount released from escrow) to
institutional investors in a block trade.
On July 30, 2002, France Telecom issued (euro)442.2 million aggregate
principal amount of 6.75% notes due August 6, 2005, mandatorily exchangeable
into the Company's existing common shares held by France Telecom (the "2002
Notes"). On August 6, 2005, the
CUSIP No. 861012102 13G Page 22 of 30 Pages
mandatory exchangeable notes reached maturity. The Company was informed
that the exchange ratio was 1.25 of the Company's common shares per each
(euro)20.92 principal amount of notes, which resulted in the disposal by France
Telecom of approximately 26.4 million of the Company's currently existing common
shares, representing the totality of the shares held by France Telecom in the
Company. Following this disposition, France Telecom is no longer a shareholder
of FT1CI or an indirect shareholder (through ST Holding and ST Holding II) of
the Company.
On August 12, 2003, Finmeccanica Finance, a subsidiary of Finmeccanica,
issued (euro)438,725,000 aggregate principal amount of 0.375% senior unsecured
exchangeable notes due 2010, guaranteed by Finmeccanica (the "Finmeccanica
Notes"). On September 1, 2003, Finmeccanica Finance issued an additional
(euro)62,675,000 aggregate principal amount of Finmeccanica Notes, raising the
issue size to (euro)501,400,000. The Finmeccanica Notes have been exchangeable
at the option of the holder since January 2, 2004 into up to 20 million of the
Company's existing common shares held by ST Holding II, or 2.3% of its
then-outstanding share capital. The Finmeccanica Notes have an initial exchange
ratio of 39.8883 shares per note. As of December 31, 2005, none of the
Finmeccanica Notes had been exchanged for the Company's common shares.
During the second half of 2003, ST Holding II sold on the market a
total of nine million shares, or approximately 1.0% of the Company's issued and
outstanding common shares corresponding to indirect shareholdings held by
Finmeccanica. During 2004, Finmeccanica sold three million shares to
institutional investors in block trades. During 2004, Finmeccanica lent 23
million of Company shares it holds indirectly through ST Holding. Finally, on
December 23, 2004, Finmeccanica transferred 93 million of its indirect holding
of the Company's existing common shares to CDP, and CDP signed a deed of
adherence to the STH Shareholders' Agreement (as defined below).
Finmeccanica also caused ST Holding II to transfer seven million shares
corresponding to its indirect stake in the Company to an account at BNP Paribas
Securities Services, Luxembourg. The Company has been informed that on December
20, 2005, ST Holding II sold on behalf of Finmeccanica 1,355,122 of these seven
million shares at a net price of (euro)15.34 per share. The Company was also
informed that in December 2005, CDP sold 1,355,123 of its indirect holding of
the Company's common shares to Finmeccanica.
Shareholders' agreements
STH Shareholders' Agreement
The Company was formed in 1987 as a result of the decision by
Thomson-CSF (now called Thales) and STET (now called Telecom Italia S.p.A.) to
combine their semiconductor businesses and to enter into a shareholders'
agreement on April 30, 1987, which was amended on December 10, 2001 and restated
on March 17, 2004, as amended, the STH
CUSIP No. 861012102 13G Page 23 of 30 Pages
Shareholders' Agreement. The current parties to the STH Shareholders' Agreement
are Areva, CDP, Finmeccanica and FT1CI (CDP became bound by the STH
Shareholders' Agreement pursuant to a deed of adherence dated December 23, 2004
following its purchase from Finmeccanica of a majority of Finmeccanica's
indirect interest in the Company through ST Holding). The March 17, 2004 amended
and restated agreement supercedes and replaces all previous agreements. CDP and
Finmeccanica entered into an agreement that provides for the transfer of certain
of the rights of Finmeccanica under the STH Shareholders' Agreement to CDP. See
"--Other Shareholders' Agreements--Italian Shareholders' Pact" below. Therefore,
references to the rights and obligations of Finmeccanica under the STH
Shareholders' Agreement described below also refer to CDP.
Pursuant to the terms of the STH Shareholders' Agreement and for the
duration of such agreement, FT1CI, on the one hand, and Finmeccanica, on the
other hand, have agreed to maintain equal interests in the Company's share
capital. See further details below.
Restructuring of the Holding Companies
If necessary, the parties agreed to restructure the two holding
companies (ST Holding and ST Holding II) to simplify the structure to the extent
possible or desirable. In any case, at least one holding company will continue
to exist to hold the Company's common shares. The Company that now holds or may
hold the Company's common shares in the future for indirect shareholders is
referred to below as the "holding company".
Standstill
The STH Shareholders' Agreement contains a standstill provision that
precludes any of the parties and the parties' affiliates from acquiring,
directly or indirectly, any of the Company's common shares or any instrument
providing for the right to acquire any of its common shares other than through
the holding company. The standstill is in effect for as long as such party holds
the Company's common shares through ST Holding. The parties agreed to continue
to hold their stakes in the Company at all times through the current holding
structure of ST Holding and ST Holding II, subject to exercising the preference
share option granted to ST Holding if ST Holding were to choose not to exercise
such rights directly.
Corporate Governance
The STH Shareholders' Agreement provides for a balanced corporate
governance of the indirect interests in the Company between FT1CI and
Finmeccanica (references to Finmeccanica now include the stake transferred to
CDP, as well as CDP, and together with FT1CI, the "STH shareholders") for the
duration of the "Balance Period", despite actual differences in indirect
economic interest in the Company. The "Balance Period" is defined as (i) a
period through March 17, 2008, provided that each of France Telecom or Areva (or
their assignees) on the one hand and Finmeccanica or CDP on the other hand owns
at all times a voting stake at least equal to 9.5% of the Company's issued and
outstanding shares, and (ii) subject to the aforementioned condition, thereafter
as long as each STH shareholder at any time, including as a result of the
exercise of the "Re-balancing Option" (as defined below), a voting stake equal
to at least 47.5% of the total voting stakes. During the Balance Period, each of
FT1CI and Finmeccanica (together
CUSIP No. 861012102 13G Page 24 of 30 Pages
with CDP) has an option to rebalance their shareholdings, referred to as the
"Rebalancing Option", as further described below.
During the Balance Period, the STH shareholders agree that the holding
company will have a managing board comprised of two members (one member
designated by FT1CI, and one designated by common agreement of Finmeccanica and
CDP pursuant to the Italian Shareholders' Pact as described below) and a
supervisory board comprised of eight members (four designated by FT1CI and four
designated by common agreement of Finmeccanica and CDP pursuant to the Italian
Shareholders' Pact as described below). The chairman of the supervisory board of
the holding company shall be designated for a three-year term by one shareholder
(with the other shareholder entitled to designate the Vice Chairman), such
designation to alternate between Finmeccanica and CDP on the one hand and FT1CI
on the other hand. The current Chairman is Mr. Gerald Arbola. The parties agreed
that the next chairman of the supervisory board of the holding company will be
appointed by the Italian Shareholders.
During the Balance Period, any other decision, to the extent that a
resolution of the holding company is required, must be pursuant to the unanimous
approval of the shareholders, including but not limited to the following: (i)
the definition of the role and structure of the Company's Managing Board and
Supervisory Board, and those of the holding company; (ii) the powers of the
Chairman and the Vice Chairman of the Company's Supervisory Board, and that of
the holding company; (iii) information by the Company's Managing Board and by
the Company's Supervisory Board, and those of the holding company; (iv)
treatment of confidential information; (v) appointment of any additional members
of the Company's Managing Board and that of the holding company; (vi)
remuneration of the members of the Company's Managing Board and those of the
holding company; (vii) internal audit of STMicroelectronics N.V. and of the
holding company; (viii) industrial and commercial relationships between
STMicroelectronics N.V. and Finmeccanica or STMicroelectronics N.V. and either
or both FT1CI shareholders, or any of their affiliates; and (ix) any of the
decisions listed in article 16.1 of the Company's Articles of Association
including the Company's budget and pluri-annual plans.
However, in case the Company is the subject of a hostile take-over bid,
any holding company shareholder may, upon its sole request, obtain the
activation by the holding company of the option agreement relating to the
preference shares described below (provided that such activation is triggered by
the Company's Supervisory Board), in which case the STH shareholders shall be
required to finance the subscription by the holding company of the preference
shares, and such subscription and payment shall be completed only to the extent
required to implement the option agreement so as to consolidate a majority of
the Company's voting rights (and to the exclusion of any further acquisitions of
its common shares, which require the unanimous approval of its shareholders).
As regards STMicroelectronics N.V. during the Balance Period: (i) each
of the STH shareholders (FT1CI on the one hand, and Finmeccanica and CDP on the
other hand) shall have the right to insert on a list prepared for proposal by
the holding company to the Company's annual shareholders meeting the same number
of members for election to the Supervisory Board, and the holding company shall
vote in favor of such members; (ii) the STH shareholders will cause the holding
company to submit to the Company's annual shareholders meeting and to vote in
favor of a common proposal for the appointment of the Managing Board; and
CUSIP No. 861012102 13G Page 25 of 30 Pages
(iii) any decision relating to the voting rights of the holding company
in the Company shall require the unanimous approval of the holding company
shareholders and shall be submitted by the holding company to the Company's
annual shareholders meeting. The STH shareholders also agreed that the Chairman
of the Company's Supervisory Board will be designated upon proposal of an STH
shareholder for a three-year term, and the Vice Chairman of the Company's
Supervisory Board will be designated upon proposal of the other STH shareholder
for the same period, and vice-versa for the following three-year term. The STH
shareholders further agreed that the STH shareholder proposing the appointment
of the Chairman be entitled to propose the appointment of the Assistant
Secretary of the Company's Supervisory Board, and the STH shareholder proposing
the appointment of the Vice Chairman be entitled to propose the appointment of
the Secretary of the Company's Supervisory Board. Finally, each STH shareholder
is entitled to appoint a Financial Controller to the Supervisory Board. The
Company's Secretary, Assistant Secretary and two Financial Controllers are
referred to as professionals (not members) of the Company's Supervisory Board.
In addition, the following resolutions, to the extent that a resolution
of the holding company is required, must be resolved upon by a shareholders'
resolution of the holding company, which shall require the unanimous approval of
the STH shareholders: (i) any alteration in the holding company's articles of
association; (ii) any issue, acquisition or disposal by the holding company of
its shares or change in share rights; (iii) any alteration in the Company's
authorized share capital or issue by the Company of new shares and/or of any
financial instrument giving rights to subscribe for its common shares; any
acquisition or disposal by the holding company of the Company's shares and/or
any right to subscribe for the Company's common shares; any modification to the
rights attached to the Company's common shares; any merger, acquisition or joint
venture agreement to which the Company is or is proposed to be a party; and any
other items on the agenda of its general shareholders meeting; (iv) the
liquidation or dissolution of the holding company; (v) any legal merger, legal
de-merger, acquisition or joint venture agreement to which the holding company
is proposed to be a party; and (vi) the adoption or approval of the Company's
annual accounts or those of the holding company or a resolution concerning a
dividend distribution by the Company.
At the end of the Balance Period, the members of the Company's
Supervisory Board and those of the holding company designated by the minority
shareholder of the holding company will immediately resign upon request of the
holding company's majority shareholder, subject to the rights described in the
previous paragraph.
After the end of the Balance Period, unanimous approval by the
shareholders of the holding company remains required to approve:
(i) As long as any of the shareholders indirectly owns at least equal
to the lesser of 3% of the Company's issued and outstanding share capital or 10%
of the remaining STH shareholders' stake in the Company at such time, with
respect to the holding company, any changes to the articles of association, any
issue, acquisition or disposal of shares in the holding company or change in the
rights of its shares, its liquidation or dissolution and any legal merger,
de-merger, acquisition or joint venture agreement to which the holding company
is proposed to be a party. However the minority shareholder may not prevent the
other shareholder from increasing the capital of the holding company in order to
finance the acquisition of additional
CUSIP No. 861012102 13G Page 26 of 30 Pages
shares in the Company as a defense against a hostile takeover bid for
STMicroelectronics N.V.
(ii) As long as any of the shareholders indirectly owns at least 33% of
the holding company, certain changes to the Company's articles of association
(including any alteration in its authorized share capital, or any issue of share
capital and/or financial instrument giving the right to subscribe for the
Company's common shares, changes to the rights attached to its shares, changes
to the preemptive rights, issues relating to the form, rights and transfer
mechanics of the shares, the composition and operation of the Managing and
Supervisory Boards, matters subject to the Supervisory Board's approval, the
Supervisory Board's voting procedures, extraordinary meetings of shareholders
and quorums for voting at shareholders meetings).
(iii) Any decision to vote the Company's shares held by the holding
company at any general meeting of its shareholders with respect to any
substantial and material merger decision. In the event of a failure by the
shareholders to reach a common decision on the relevant merger proposal, the
Company's shares attributable to the minority shareholder and held by the
holding company will be counted as present for purposes of a quorum of
shareholders at one of the Company's shareholders meetings, but will not be
voted (i.e., will be abstained from the vote in a way that they will not be
counted as a negative vote or as a positive vote).
(iv) In addition, the minority shareholder will have the right to
designate at least one member of the list of candidates for the Company's
Supervisory Board to be proposed by the holding company if that shareholder
indirectly owns at least 3% of its total issued and outstanding share capital,
with the majority STH shareholder retaining the right to appoint that number of
members to the Company's Supervisory Board that is at least proportional to such
majority STH shareholder's voting stake.
Finally, at the end of the Balance Period, the unanimous approval
required for other decisions taken at the STMicroelectronics N.V. level shall
only be compulsory to the extent possible, taking into account the actual power
attached to the direct and indirect shareholding together held by the STH
shareholders in the Company.
Disposals of our Common Shares
The STH Shareholders' Agreement provides that each STH shareholder
retains the right to cause the holding company to dispose of its stake in the
Company at its sole discretion, provided it is pursuant to either (i) the
issuance of financial instruments, (ii) an equity swap, (iii) a structured
finance deal or (iv) a straight sale. ST Holding II may enter into escrow
arrangements with STH shareholders with respect to the Company's shares, whether
this be pursuant to exchangeable notes, securities lending or other financial
instruments. STH shareholders that issue exchangeable instruments may include in
their voting stake the voting rights of the underlying shares provided they
remain freely and continuously held by the holding company as if the holding
company was still holding the full ownership of the shares. STH shareholders
that issue financial instruments with respect to the Company's underlying shares
may have a call option over those shares upon exchange of exchangeable notes for
common shares.
CUSIP No. 861012102 13G Page 27 of 30 Pages
As long as any of the parties to the STH Shareholders' Agreement has a
direct or indirect interest in the Company, except in the case of a public
offer, no sales by a party may be made of any of the Company's shares or of
FT1CI, ST Holding or ST Holding II to any of the Company's top ten competitors,
or any company that controls such competitor.
Re-adjusting and Re-balancing options
The STH Shareholders' Agreement provides that the parties have the
right, subject to certain conditions, to re-balance their indirect holdings in
the Company's shares to achieve parity between FT1CI on the one hand and
Finmeccanica and CDP on the other hand. If at any time prior to March 17, 2008,
the voting stake in the Company of one of the STH shareholders (FT1CI on the one
hand, and Finmeccanica and CDP on the other hand) falls below 9.5% due either to
(a) the exchange by a third party of any exchangeable instruments issued by an
STH shareholder or (b) to an issuance by the Company of new shares subscribed to
by a third party, such STH shareholder will have the right to notify the other
STH shareholder of its intention to exercise a "Re-adjusting Option". In such
case, the STH shareholders will cause the holding company to purchase the number
of the Company's common shares necessary to increase the voting stake of such
STH shareholder to 9.5% of the Company's issued and outstanding share capital.
If by December 17, 2007, the Balance Period has not already expired and
if on such date the voting stake of one of the STH shareholders (FT1CI on the
one hand, and Finmeccanica and CDP on the other hand) has fallen below 47.5% of
the Company's issued and outstanding share capital, such STH shareholder will
have the right to notify the other STH shareholder of its intention to exercise
a "Re-balance Option" no later than 30 Business Days prior to March 17, 2008. In
such case, the STH shareholders will cause the holding company to purchase
before March 17, 2008 the number of the Company's common shares necessary to
re-balance at 50/50% the respective voting stakes of the STH shareholders.
Change of Control Provision
The STH Shareholders' Agreement provides for certain dispositions in
respect of exercise by ST Holding II B.V. of its rights pursuant to the option
agreement in case the Company becomes the subject of a hostile takeover. See
"--Preference Shares" below.
The STH Shareholders' Agreement also provides for tag-along rights,
preemptive rights, and provisions with respect to a change of control of any of
the shareholders or any controlling shareholder of FT1CI, on the one hand, and
Finmeccanica, on the other hand. The shareholders may transfer shares of the
holding company or FT1CI to any of the shareholders' affiliates, which would
include the Italian state or the French state with respect to entities
controlled by a state. The shareholders and their ultimate shareholders will be
prohibited from launching any takeover process on any of the other shareholders.
Non-competition
Pursuant to the terms of STH Shareholders' Agreement, neither the
Company nor ST Holding are permitted, as a matter of principle, to operate
outside the field of semiconductor products. The parties to the STH
Shareholders' Agreement also undertake to refrain directly or indirectly from
competing with the Company in the area of semiconductor products, subject to
certain
CUSIP No. 861012102 13G Page 28 of 30 Pages
exceptions, and to offer the Company opportunities to commercialize or invest in
any semiconductor product developments by them.
Deadlock
In the event of a disagreement that cannot be resolved between the
parties as to the conduct of the business and actions contemplated by the STH
Shareholders' Agreement, each party has the right to offer its interest in ST
Holding to the other, which then has the right to acquire, or to have a third
party acquire, such interest. If neither party agrees to acquire or have
acquired the other party's interest, then together the parties are obligated to
try to find a third party to acquire their collective interests, or such part
thereof as is suitable to change the decision to terminate the agreement. The
STH Shareholders' Agreement otherwise terminates in the event that one of the
parties thereto ceases to hold shares in ST Holding.
Preference Shares
On May 31, 1999, the Company's shareholders approved the creation of
preference shares that entitle a holder to full voting rights at any meeting of
shareholders and to a preferential right to dividends and distributions upon
liquidation. On the same day, in order to protect itself from a hostile takeover
or other similar action, the Company entered into an option agreement with ST
Holding II, most recently amended in September 15, 2004, which provides that up
to 540,000,000 preference shares shall be issued to ST Holding II upon its
request and subject to the adoption of a resolution of the Company's Supervisory
Board giving its consent to the exercise of the option and upon payment of at
least 25% of the par value of the preference shares to be issued. Following the
2004 amendment to the ST Holding II option agreement, the option is contingent
upon ST Holding II retaining at least 19% of the Company's issued share capital
at the time of exercise of the option. The option shall terminate if ST Holding
II no longer owns at least 19% of the Company's issued and outstanding share
capital for a period of twelve consecutive months.
Under the STH Shareholders' Agreement, any shareholder can cause the
holding company to exercise the option to acquire the preference shares in the
event the Company is the subject of a hostile takeover bid.
No preference shares have been issued to date. The effect of the
preference shares may be to deter potential acquirers from effecting an
unsolicited acquisition resulting in a change of control. In addition, any
issuance of additional capital within the limits of the Company's authorized
share capital, as approved by its shareholders, is subject to approval by its
Supervisory Board.
Other Shareholders' agreements
Italian Shareholders' Pact
In connection with the transfer of an interest in ST Holding from
Finmeccanica to CDP, Finmeccanica and CDP entered into a shareholders' pact (the
"Italian Shareholders' Pact") on November 26, 2004 setting forth the rights and
obligations of their respective interests as shareholders of ST Holding.
Pursuant to the terms of the Italian
CUSIP No. 861012102 13G Page 29 of 30 Pages
Shareholders' Pact, CDP became a party to the STH Shareholders' Agreement. Under
the Italian Shareholders' Pact, CDP will have the right to exercise certain
corporate governance rights in the Company previously exercised by Finmeccanica
under the STH Shareholders' Agreement.
The Italian Shareholders' Pact provides that CDP has the right to
appoint one of the two members of the ST Holding's Managing Board. Moreover, CDP
will have the right to nominate a number of representatives to the Supervisory
Board of ST Holding, ST Holding II and STMicroelectronics N.V. In particular,
CDP has the right to propose two members for membership on the Company's
Supervisory Board, while one member will be proposed by Finmeccanica for so long
as Finmeccanica owns indirectly at least 3% of the Company's capital. If and
when its indirect interest in the Company is reduced below such threshold,
Finmeccanica will cause its appointed director to resign and be replaced by a
director appointed by CDP.
Statutory Considerations
As is the case with other companies controlled by the French
government, the French government has appointed a Commissaire du Gouvernement
and a Controleur d'Etat for FT1CI. Pursuant to Decree No. 94-214, dated March
10, 1994, these government representatives have the right (i) to attend any
board meeting of FT1CI, and (ii) to veto any board resolution or any decision of
the president of FT1CI within ten days of such board meeting (or, if they have
not attended the meeting, within ten days of the receipt of the board minutes or
the notification of such president's decision); such veto lapses if not
confirmed within one month by the Ministry of the Economy or the Secretariat
d'Etat a l'Industrie (Secretary of Industry). FT1CI is subject to certain points
of the decret of August 9, 1953 pursuant to which the Ministry of the Economy
and any other relevant ministries (a) have the authority to approve decisions of
FT1CI relating to budgets or forecasts of revenues, operating expenses and
capital expenditures, and (b) may set accounting principles and rules of
evaluation of fixed assets and amortization. The effect of these provisions may
be that the decisions taken by the Company and the Company's subsidiaries that,
by the terms of the STH Shareholders' Agreement, require prior approval by
FT1CI, may be adversely affected by these veto rights under French law.
Pursuant to the principal Italian privatization law, certain special
government powers may be introduced into the bylaws of firms considered
strategic by the Italian government. In the case of Finmeccanica, these powers
were established by decrees adopted by the Minister of the Treasury on November
8, 1999, and Finmeccanica's bylaws were subsequently amended on November 23,
1999. The aforementioned decrees were amended by the Law Decree 350 enacted on
December 24, 2003, and Finmeccanica has modified its bylaws accordingly. The
special powers of the Minister of the Treasury (who will act in agreement with
the Minister of Industry) include: (i) the power to object to the acquisition of
material interests in Finmeccanica's share capital; (ii) the power to object to
material shareholders' agreements relating to Finmeccanica's share capital;
(iii) the power to appoint one member of Finmeccanica's board of directors
without voting rights; and (iv) the power to veto resolutions to dissolve
Finmeccanica, transfer its business, merge, conduct spin-offs, transfer its
registered office outside of Italy, change its corporate purposes, or amend or
modify any of the Minister of the Treasury's special powers.
CUSIP No. 861012102 13G Page 30 of 30 Pages
Pursuant to Law Decree 269 of September 30, 2003 and Decree of the
Ministry of the Economy and Finance of December 5, 2003, CDP was transformed
from a public entity into a joint stock limited liability company (societa per
azioni). While transforming itself into a holding company, CDP maintained its
public interest purpose. CDP's core business is to finance public investments
and more specifically infrastructure and other major public works sponsored by
regions, local authorities, public agencies and other public bodies. By virtue
of a special provision of Law Decree 269, the Ministry of Economy and Finance
will always be able to exercise its control over CDP.