-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0Tc85zZOqjjVaBCL2lJaf9Y4No5hIlj5dqtoWDqtMjPkrE7tKompRs7aIHPe7Jf IRnN0qBkx/3tubcEfPv0zA== 0000932799-06-000324.txt : 20061020 0000932799-06-000324.hdr.sgml : 20061020 20061020164128 ACCESSION NUMBER: 0000932799-06-000324 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061020 DATE AS OF CHANGE: 20061020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASM INTERNATIONAL N V CENTRAL INDEX KEY: 0000351483 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 980101743 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58375 FILM NUMBER: 061155928 BUSINESS ADDRESS: STREET 1: JAN VAN EYCKLAAN 10 STREET 2: 3723 BC BILTHOVEN CITY: THE NETHERLANDS STATE: P7 BUSINESS PHONE: 6022434221 MAIL ADDRESS: STREET 1: JAN VAN EYCKLAAN 10 STREET 2: 3723 BC BILTHOVEN CITY: NETHERLANDS STATE: AR ZIP: 85012 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED SEMICONDUCTOR MATERIALS INTERNATIONAL N V DATE OF NAME CHANGE: 19950530 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELLON HBV ALTERNATIVE STRATEGIES LLC CENTRAL INDEX KEY: 0001218315 IRS NUMBER: 134050836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 PARK AVE STREET 2: STE 3300 CITY: NEW YORK STATE: NY ZIP: 10166-3399 BUSINESS PHONE: 2128083941 MAIL ADDRESS: STREET 1: 200 PARK AVE STREET 2: STE 3300 CITY: NEW YORK STATE: NY ZIP: 10166-3399 SC 13D/A 1 asmi13da6.txt 13D-A AMENDMENT NO. 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 6 -------- ASM International N.V. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value Euro 0.4 per share ------------------------------------------------------------------------------- (Title of Class of Securities) N07045102 ------------------------------------------------------------------------------- (CUSIP Number) Mellon HBV Alternative Strategies LLC 200 Park Avenue, Suite 5400 New York, NY 10166-3399 (212) 922-8200 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 16, 2006 ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). Page 1 of 5 CUSIP No. N07045102 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Mellon HBV Alternative Strategies LLC I.R.S. No.: 13-4050836 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ](b)[X] - ------------- ----------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,282,336 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 4,282,336 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 4,282,336 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see Instructions) IA - ------------------------------------------------------------------------------- Page 2 of 5 Amendment No. 6 to Schedule 13D relating to ASM International N.V. INTRODUCTION: Mellon HBV Alternative Strategies LLC (the "Reporting Person" or "MHBV"), is filing this Amendment No. 6 to Schedule 13D relating to ASM International NV (the "Issuer" or "ASMI") to disclose that, as described in the press release attached hereto as Exhibit 99.1, it has assembled an advisory team to assist in its effort to gain shareholder support for the upcoming vote on the non-binding motion for a split of the Issuer's front-end and back-end operations. Following discussions with MHBV, ASMI has agreed to put the motion on the agenda for their Extraordinary General Meeting scheduled for November 27, 2006. The Reporting Person and its advisory team will also seek shareholder support for certain changes to ASMI's Articles of Incorporation to bring ASMI's Articles of Incorporation in line with Corporate Governance Standards set out in the Tabaksblat Code. ITEM 4. PURPOSE OF TRANSACTION The discussion under the heading Introduction above is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of October 16, 2006, the Reporting Person may be deemed to beneficially own on behalf of private affiliated investment funds and separately managed accounts over which it exercises discretionary authority 3,922,636 shares of the Issuer's Common Stock and options to purchase an additional 359,700 shares of the Issuer's Common Stock (collectively, the "Shares"), representing approximately 8.1% of the outstanding Common Stock (based on 52,678,952 shares outstanding as reported by the Issuer, on its Annual Report on Form 20-F for its fiscal year ended December 31, 2005). (c) The table below sets forth transactions in the Issuer's Common Stock that the Reporting Person effected during the period since the Reporting Person's most recent filing on Schedule 13D, dated September 22, 2006, relating to the Issuer. Page 3 of 5 - ------------------------------------------------------------------------------------------------- TRADE DATE ACTION QUANTITY PRICE CURRENCY* - ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- 9/29/06 BUY 95,000 14.4980 EURO - ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- 10/2/06 BUY 79,997 14.1091 EURO - ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- 10/3/06 BUY 20,000 13.9200 EURO - ------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------- 10/6/06 SELL 3,596 13.9863 EURO - ------------------------------------------------------------------------------------------------- - ------------------------------- * As of the date hereof, the conversion rate is 1EUR = 1.2532 US Dollars. (Source: WALL STREET JOURNAL)
Page 4 of 5 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 16, 2006 Mellon HBV Alternative Strategies LLC, a Delaware Limited Liability Company By: /s/ William F. Harley -------------------------------- William F. Harley III Chief Investment Officer Page 5 of 5 EX-99 2 asmexhibit99_1.txt EXHIBIT 99.1 PRESS RELEASE [GRAPHIC OMITTED] Mellon HBV Alternative Strategies Contacts: Media: Jamie Brookes Mike Dunn +44 207163 2146 (212) 922-7859 brookes.j@mellon.com dunn.mg@mellon.com Media/Investors: Paul Caminiti/Kim Levy/Brooke Morganstein Citigate Sard Verbinnen (212) 687-8080 klevy@sardverb.com MELLON HBV ASSEMBLES ADVISORY TEAM TO ASSIST WITH UPCOMING VOTE ON BREAKUP OF ASM INTERNATIONAL WILL BEGIN MEETING WITH INSTITUTIONAL INVESTORS IN LATE OCTOBER - -------------------------------------------------------------------------------- NEW YORK, NY - OCTOBER 16, 2006 - Mellon HBV Alternative Strategies (HBV) today announced that it has retained financial advisor Sequoia and corporate/financial communications advisor D.F. King & Co., Inc. to advise the firm in its effort to gain shareholder support for the upcoming vote on the motion for a split between the front-end business of global supplier of semiconductor equipment ASM International (NASDAQ: ASMI and Euronext Amsterdam: ASM) and its 54 percent stake in ASM Pacific Technology. HBV began petitioning ASMI's supervisory board and management team several quarters ago to establish better corporate governance and take actions to enhance shareholder value. Following discussions with HBV, ASM International agreed to put a proposal for a motion for a split on the agenda for their Extraordinary General Meeting taking place on November 27, 2006. HBV is urging ASMI shareholders to vote in favor of this proposal. Chief Executive Officer of Mellon HBV Alternative Strategies Mickey Harley commented, "We have assembled a strong team of advisors to support our efforts to communicate to ASMI shareholders the critical need for them to vote on the breakup proposal at the upcoming November 27 meeting. We are confident that if we secure a majority of votes in favor of the breakup, we can achieve a long overdue return of value to ASMI shareholders despite the non-binding nature of the proposal. We look forward to visiting with ASMI investors later this month to detail our vision for the company and the opportunities we see for enhancing shareholder value." HBV also urges shareholders to vote in favor of the changes to the company's articles of incorporation that were promised to shareholders at the May 6 annual general meeting. These changes would bring ASMI's articles of incorporation in line with the Corporate Governance Standards as set out in the Tabaksblat code, thus changing the 2/3 voting requirement to a normal 50% voting requirement for appointing new Board members. This change would also apply to the removal of supervisory and management board members. HBV plans to meet with ASMI shareholders in late October and early November to discuss the non-binding proposal. At this time, the firm has not entered into any agreements with other ASMI shareholders regarding the vote and will not engage in a proxy solicitation. ASM International is a front-end operation that produces machines used in the first phase of chip production, with annual sales of approximately $500 million. ASM Pacific Technology, which trades on the Hong Kong Stock Exchange under the symbol "0522," is a back-end operation that produces equipment used in the final stage of chip production. ASMI has had consistent losses in its front-end business due to poor investment decisions, high cost structure and excessive R&D, while the back-end business has delivered strong profitability and essentially subsidized ASMI's other operations. ASMI currently trades at a discount to the value of its 54 percent stake in ASM Pacific Technology. Mellon HBV Alternative Strategies is a registered investment adviser and a wholly-owned alternative investment management subsidiary of Mellon Financial Corporation, with offices in New York and London and a research team based in Hong Kong. Mellon Financial Corporation is a global financial services company. Headquartered in Pittsburgh, Mellon is one of the world's leading providers of financial services for institutions, corporations and high net worth individuals, providing asset management, private wealth management, asset servicing, and payment solutions and investor services. Mellon has approximately $5.1 trillion in assets under management, administration or custody, including $870 billion under management. News and other information about Mellon is available at www.mellon.com. -----END PRIVACY-ENHANCED MESSAGE-----