-----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, F6W1n+j4LjYwzv6DilQMSGtneDNl+Nr6ca9dKmV2pgom4CquKxMn48TMT/wyJRpH 6FPvsv344DkLN6MuRE3h3g== 0000950142-08-000144.txt : 20080118 0000950142-08-000144.hdr.sgml : 20080118 20080118163640 ACCESSION NUMBER: 0000950142-08-000144 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080118 DATE AS OF CHANGE: 20080118 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: 08539204 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: Fursa 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: 444 MERRICK ROAD STREET 2: 1ST FLOOR CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: (646) 205-6200 MAIL ADDRESS: STREET 1: 444 MERRICK ROAD STREET 2: 1ST FLOOR CITY: LYNBROOK STATE: NY ZIP: 11563 FORMER COMPANY: FORMER CONFORMED NAME: MELLON HBV ALTERNATIVE STRATEGIES LLC DATE OF NAME CHANGE: 20030211 SC 13D/A 1 sc13da13_asmi.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 13

 

        ASM INTERNATIONAL N.V.      

(Name of Issuer)

     Common Stock, par value Euro 0.4 per share    

(Title of Class of Securities)

         N07045102        

(CUSIP Number)

FURSA ALTERNATIVE STRATEGIES LLC

444 Merrick Road, 1st Floor

Lynbrook, NY 11563

                                  646-205-6200                              

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

       January 15, 2008       

(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).

 

 



CUSIP No. N07045102

Page 2 of 4 Pages

SCHEDULE 13D

 

 

1

NAME OF REPORTING PERSONS

Fursa Alternative Strategies LLC

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)     o
(b)     x

 

 

 

3

SEC USE ONLY


 

 

4

SOURCE OF FUNDS

WC

 

 

5

CHECK BOX 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

7


8


9


10

SOLE VOTING POWER
5,568,396


SHARED VOTING POWER
-0-


SOLE DISPOSITIVE POWER
5,568,396


SHARED DISPOSITIVE POWER
-0-

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,568,396

 

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)



         o

 

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.3%

 

 

14

TYPE OF REPORTING PERSON*

IA

 

 



CUSIP No. N07045102

Page 3 of 4 Pages

   SCHEDULE 13D

 

 

INTRODUCTION:

 

Fursa Alternative Strategies LLC (the “Reporting Person”) is filing this Amendment No. 13 to Schedule 13D relating to ASM International N.V. (the “Issuer” or “ASMI”) to disclose a letter it has sent to ASMI’s Management Board and Supervisory Board, attached hereto as Exhibit 99.1. This letter, among other things, expresses the Reporting Person’s continued dissatisfaction with the Issuer’s strategic direction and reiterates the Reporting Person’s desire to discuss potential alternatives through which the Issuer can enhance shareholder value. In addition, the letter sets forth a plan to restore the Issuer’s front-end business and states that if discussions with the Supervisory Board do not substantially progress within a reasonable time, the Reporting Person would consider alternative mechanisms to procure the changes it believes are necessary. Such alternatives could include an exchange offer for the Issuer. If successful, (tendering) shareholders would, through a vehicle, take control of ASMI and change the constitution of ASMI’s Supervisory Board and Management Board.

 

 

ITEM 4.     PURPOSE OF TRANSACTION.

 

The discussion under the heading Introduction above is herein incorporated by reference.

 

 

ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER.

 

Item 5 is amended as follows:

 

(a)       As of January 15, 2007, 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 5,568,396 shares of the Issuer’s Common Stock, representing approximately 10.3% of the outstanding Common Stock (based on 54,005,214 shares outstanding as of September 30, 2007, as reported by the Issuer in its Form 6-K filed October 10, 2007).

 

(b)       The Reporting Person exercises sole voting and dispositive power over the 5,568,396shares of the Issuer’s Common Stock.

 

(c)       The Reporting Person has not effected any transactions in the Issuer’s Common Stock during the period since the Reporting Person last filed an amendment to Schedule 13D on January 10, 2008.

 

 

 



CUSIP No. N07045102

Page 4 of 4 Pages

SCHEDULE 13D

 

 

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:   January 18, 2008

 

 

 

FURSA ALTERNATIVE STRATEGIES LLC,
a Delaware Limited Liability Company

 

 

By: 




/s/ William F. Harley, III

 

 

 

Name: William F. Harley, III

Title:   Chief Investment Officer

 

 

 

 

 

EX-99 2 ex99-1sc13da13_asmi.htm EXHIBIT 99.1

EXHIBIT 99.1

 

January 14, 2008

The Management Board

and Supervisory Board of

ASM International N.V. (ASMI)

J. van Eijcklaan 10

3723BC Bilthoven

The Netherlands

 

Attention:

Mr. P.C. van den Hoek

 

 

Chairman of the Supervisory Board

 

 

Mr. A.H. del Prado

 

 

Chairman of the Management Board

Dear Sirs:

We are writing to follow up on the meeting between the team of experts from the wafer processing industry and certain members of ASMI’s Supervisory and Management Boards that took place in Bilthoven on January 10, 2008.

Background

As a large shareholder of ASMI with 10.3% stake we have gone to extraordinary lengths over the last several months to assemble a world-class team capable of repairing ASMI’s significant undervaluation. As previously stated, we remain sceptical of the current management’s ability to improve the profitability of ASMI’s front-end business to a level that is on par with its peer group in the foreseeable future. The market continues to share this scepticism, attributing effectively no value to the front-end business that on peer level revenue-multiples should be worth approximately €900m.

We thank you for recognizing this issue of underperformance and affording the team of experts the opportunity to present to you their business plan for the Company. We are confident that the team were able to demonstrate their detailed understanding of ASMI’s front-end business and the challenges it faces. The team also has presented to you deliverable 3-year plan to reinvigorate ASMI’s front-end business showing substantial improvements to revenue growth and profitability. Further, the team highlighted the fundamentally different nature of ASMI’s front-end and back-end businesses and the lack of synergies - now or in the future - between them.

 

 

 

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We are convinced, and trust you will conclude, that the team and their plan are a substantially superior proposition to the status quo. They can make ASMI a much stronger, more focused and valuable company that is better positioned for the future for the benefit of all stakeholders.

Proposals

Based on the foregoing, we propose a new management and corporate governance structure that empowers this team to fully harness ASMI’s potential. Specifically, we suggest to create an efficient one-tier Board for ASMI that combines the relevant skills and experience needed to deliver the new company strategy. This new Board structure will be in line with best practices in the Netherlands and fully compliant with the Dutch Corporate Governance Code.

We further propose that the members of the expert team you met with be appointed to this one-tier Board where they would hold the majority of seats. As Board members, they would bring to bear a unique combination of proven individual leadership track records, deep understanding of the wafer processing industry and customer requirements, as well as international capabilities and customer relationships, specifically in Asia and the United States.

In making these proposals, we have considered the expertise of this team, the business plan they have presented for improving ASMI’s front-end business, as well as their ability to execute on this plan. Also, we have carefully considered the ambitions of this team as regards their compensation which will be highly performance related, as well as the risks associated with changing the existing management and board structure. Allowing for all these factors we strongly believe that our proposed new Board structure and composition arc in the interests of the Company, its shareholders and other stakeholders.

Next steps

It is important that we emphasize the urgency of implementing our proposed new Board structure and composition. As the proposed team has outlined to you, in the next months there will be important development and engineering decisions that must be taken and product improvements that need to be made in ASMI’s front-end business. Unless the proposed team is fully empowered to make these critical decisions, a loss of customers and market share and further destruction of shareholder value is more than likely. From a cyclical point of view it is critical that the team’s improvement plan is initiated during the downturn to effectively position the business to take advantage of the upturn. Taken together, any damage to ASMI’s front-end business that may result from undue delays in the implementation of the new Board structure and composition as proposed above would substantially diminish the attractiveness of the ASMI opportunity to the team, while in the meantime adversely affecting the company’s future prospects and outlook for all company stakeholders.

 

 

 

2/3

 



 

 

We believe that there are two principal ways in which the proposed changes could be effected. ASMI’s Supervisory Board could call an EGM and recommend to its shareholders the creation of a one-tier Board (by way of changing ASMI’s articles of association). The Supervisory Board would further recommend the appointment of the members of the team to the new one-tier Board. Alternatively, certain transactional mechanisms are available that allow ASMI’s shareholders to vote on the proposed changes to the Board structure and composition.

Regardless of the way in which the proposed changes would be procured, we would highly welcome if the Supervisory Board supported our view that these changes are both urgent and necessary for the benefit of all stakeholders. It is envisaged that support for this new structure and composition would take the form of a public announcement by the Board to this effect, which would be followed by a joint effort to implement the changes in a smooth, efficient manner to ensure success for all parties involved.

To this end we expressly wish to invite the Supervisory Board to engage with us as soon as practicable so as to discuss all aspects of our proposals in appropriate detail. Our financial and legal advisers will be made available to support these discussions.

In case the discussions with the Supervisory Board in relation to the implementation of our proposed changes have not substantially progressed within a reasonable timeframe, which we suggest is 14 days from the date of this letter, we must consider all options. As disclosed to the public in our 13-D filing dated December 12, 2007, these could include alternative mechanisms such as an exchange offer for the company to procure the changes we believe are necessary for the future success of ASMI. In a successful exchange offer, tendering shareholders would, through a vehicle, take control of ASMI and change the composition of the company’s Supervisory Board and Management Board. We intend to remain long term shareholders due to the significant value potential that can be delivered through these proposed changes.

We look forward to your response at your earliest convenience.

Yours sincerely,

Fursa Alternative Strategies LLC

Cor Timmermans

CC: Mr. A.J.M. van der Ven Member of the Management Board

 

 

 

3/3

 

 

 

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