MKS INSTRUMENTS, INC. |
| (Name of Issuer) |
Common
Stock, no par value |
| (Title of Class of Securities) |
55306N104 |
| (CUSIP Number) |
|
Timothy G. Westman Vice President and Assistant Secretary Emerson Electric Co. 8000 W. Florissant Avenue St. Louis, MO 63136 (314) 553-3822 |
| (Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications) |
December
18, 2006 |
(Date of Event which Requires Filing of this Statement) |
Note. Schedules filed in
paper format shall include a signed original and five copies of the schedule,
including all
exhibits. See Rule 13d-7 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 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 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. 55306N104 | SCHEDULE 13D | Page 2 of 8 Pages |
| 1 | NAME
OF REPORTING PERSONS |
||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)o (b) x |
||
| 3 | SEC
USE ONLY |
||
| 4 | SOURCE
OF FUNDS* OO, WC |
||
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o |
||
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION State of Missouri |
||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 1,868,302 |
|
| 8 | SHARED
VOTING POWER 1,635,267 |
||
| 9 | SOLE
DISPOSITIVE POWER 1,868,302 |
||
| 10 | SHARED
DISPOSITIVE POWER 1,635,267 |
||
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,503,569 - See Items 4 and 5 |
||
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o |
||
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - See Items 4 and 5 |
||
| 14 | TYPE
OF REPORTING PERSON* CO |
||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to replace or add to the existing items in the original Schedule 13D (as amended). All defined terms shall have the same meaning as previously ascribed to them in the original Schedule 13D (as amended), unless otherwise noted.
Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
The following additional paragraph is added before the last paragraph of Item 4 of this Schedule 13D, as amended through Amendment No. 13:
Emerson sold shares of Common Stock in the amounts and on the dates listed in Schedule B hereto. In each case such shares were held indirectly by Emerson through a wholly-owned subsidiary as indicated in Schedule B.
Item 5. Interest in Securities of the Issuer.
(a) For the purposes of Rule 13d-3 promulgated under the Exchange Act, Emerson may be deemed to beneficially own 3,503,569 shares of Common Stock, or approximately 6.2% of the outstanding shares of Common Stock.
Emerson disclaims the existence of a group (pursuant to the Shareholder Agreement or otherwise).
Except as set forth in this Item 5(a), the Reporting Person does not own beneficially any Shares.
(b) By virtue of the relationship set forth under Item 2 of this Statement, Emerson may be deemed to have the sole power to vote or direct the vote and sole power to dispose or direct the disposition of 1,868,302 shares of Common Stock and the shared power to direct the disposition of and vote of the 1,635,267 shares of Common Stock.
(c) The Reporting Person and/or the persons set forth in Schedule A hereto have effected transactions in the shares of Common Stock during the past 60 days as set forth in Schedule B hereto.
(d) Emerson and its wholly-owned subsidiary, MLS Industries Inc. (“MLS”), shall be entitled to receive dividends declared on their shares of Common Stock and proceeds from the sale of the shares of Common Stock.
(e)
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Page 3 of 8
SCHEDULE 13D
| Exhibit 1: | Agreement and Plan of Merger with respect to the Acquisition of the ENI Business dated as of October 30, 2001 between Emerson Electric Co. and MKS Instruments, Inc.1 |
| Exhibit 2: | Shareholder Agreement dated as of January 31, 2002 among MKS Instruments, Inc. and Emerson Electric Co.2 |
Page 4 of 8
SCHEDULE 13D SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: December 20, 2006
| EMERSON ELECTRIC CO. | ||
| By: | /s/ Timothy G. Westman | |
| Name: | Timothy G. Westman | |
| Title: | Vice President and Assistant Secretary | |
Page 5 of 8
SCHEDULE 13D
SCHEDULE A
Executive Officers and Directors of Emerson Electric Co. (“Emerson”)
The names of the Directors and the names and titles of the Executive Officers of Emerson Electric Co. are set forth below. If no business address is given, the director’s or officer’s business address is 8000 W. Florissant Avenue, St. Louis, MO 63136. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.
| Directors | |
|
|
|
| Present Principal Occupation | |
| Name and Business Address | Including Name of Employer |
|
|
|
| A.A. Busch III | Chairman of the Board of Anheuser-Busch |
| Anheuser-Busch Companies, Inc. | Companies, Inc. |
| One Busch Place | |
| St. Louis, MO 63118 | |
| D.N. Farr | Chairman of the Board, Chief Executive Officer and |
| President of Emerson | |
| D.C. Farrell | Retired |
| C. Fernandez G. | Chairman and Chief Executive Officer of Grupo |
| Grupo Modelo, S.A. de C.V. | Modelo, S.A. de C.V. |
| Campos Eliseos No. 400, Piso 18 | |
| Lomas de Chapultepec | |
| 11000 Mexico, D.F. | |
| Citizenship: Mexico | |
| W.J. Galvin | Senior Executive Vice President and Chief |
| Financial Officer of Emerson | |
| A.F. Golden | Partner of Davis Polk & Wardwell |
| Davis Polk & Wardwell | |
| 450 Lexington Avenue | |
| New York, NY 10017 | |
| R.B. Horton | Executive Chairman of the Sporting Exchange, Ltd. |
| Stoke Abbas | |
| South Stoke | |
| Oxfordshire RG8 OJT | |
| Citizenship: United Kingdom | |
| G.A. Lodge | Retired |
| V.R. Loucks, Jr. | Retired |
| 1101 Skokie Blvd. | |
| Suite 240 | |
| North Brook, IL 60062 | |
| J.B. Menzer | Vice Chairman of Wal-Mart Stores, Inc. |
Page 6 of 8
| SCHEDULE 13D | |
|
|
|
| Present Principal Occupation | |
| Name and Business Address | Including Name of Employer |
|
|
|
| Wal-Mart International | |
| 702 S.W. 8th Street | |
| Mail Station 0130 | |
| Bentonville, AK 72716 | |
| C.A. Peters | Senior Executive Vice President of Emerson |
| J.W. Prueher | Retired |
| R.L. Ridgway | Retired |
| Randall L. Stephenson | Chief Operating Officer of AT&T Inc. |
| AT&T Inc. | |
| 175 E. Houston Street, Suite 1307 | |
| San Antonio, TX 78205 | |
| Executive Officers (who are not also Directors) | |
|
|
|
| W.W. Withers | Executive Vice President, Secretary and General |
| Counsel of Emerson | |
| E.L. Monser | Chief Operating Officer of Emerson |
| R.J. Schlueter | Vice President and Chief Accounting Officer of |
| Emerson | |
Page 7 of 8
SCHEDULE 13D
SCHEDULE B
| Date | Reporting Person |
Shares of Common Stock |
Price/Share | Transaction | |||||
|
|
|
|
|
|
|
||||
| 12/7/06 | Emerson Electric Co. (1) | 62,000 | $20.6781 | (2) | open market sale | ||||
| 12/8/06 | Emerson Electric Co. (1) | 45,000 | $20.8359 | (3) | open market sale | ||||
| 12/11/06 | Emerson Electric Co. (1) | 100,000 | $21.1105 | (4) | open market sale | ||||
| 12/12/06 | Emerson Electric Co. (1) | 56,000 | $21.1118 | (5) | open market sale | ||||
| 12/13/2006 | Emerson Electric Co. (1) | 30,300 | $21.0500 | (6) | open market sale | ||||
| 12/14/2006 | Emerson Electric Co. (1) | 34,100 | $21.1080 | (7) | open market sale | ||||
| 12/15/2006 | Emerson Electric Co. (1) | 200,000 | $21.8310 | (8) | open market sale | ||||
| 12/18/2006 | Emerson Electric Co. (1) | 100,000 | $22.7592 | (9) | open market sale | ||||
| (1) | By MLS. |
| (2) | The sales were effected in multiple transactions, at varying prices, on December 7, 2006, as follows: 40,000 shares at $20.7100 per share and 22,000 shares at $20.6200 per share. The weighted average sales price for these transactions was $20.6781 per share. |
| (3) | The sales were effected in a single transaction on December 8, 2006, as follows: 45,000 shares at $20.8359 per share. |
| (4) | The sales were effected in multiple transactions, at varying prices, on December 11, 2006, as follows: 4,000 shares at $21.01 per share; 10,000 shares at $21.04 per share; 10,000 shares at $21.05 per share; 10,000 shares at $21.07 per share; 10,000 shares at $21.09 per share; 10,000 shares at $21.1 per share; 11,000 shares at $21.11 per share; 5,000 shares at $21.14 per share; 20,000 shares at $21.17 per share; and 10,000 shares at $21.22. The weighted average sales price for these transactions was $21.1105 per share. |
| (5) | The sales were effected in multiple transactions, at varying prices, on December 12, 2006, as follows: 5,000 shares at $21.065 per share; 8,000 shares at $21.07 per share; 3,000 shares at $21.075 per share; 5,000 shares at $21.085 per share; and 35,000 shares at $21.135 per share. The weighted average sales price for these transactions was $21.1118 per share. |
| (6) | The sales were effected in a single transaction on December 13, 2006, as follows: 30,300 shares at $21.0500 per share. |
| (7) | The sales were effected in a single transaction on December 14, 2006, as follows: 34,100 shares at $21.1080 per share. |
| (8) | The sales were effected in multiple transactions, at varying prices, on December 15, 2006, as follows: 25,000 shares at $21.6100 per share; 24,000 shares at $21.740 per share; 25,000 shares at $21.7900 per share; 28,000 shares at $21.8100 per share; 60,000 shares at $21.8800 per share; and 38,000 at $21.9990 per share. The weighted average sales price for these transactions was $21.8310 per share. |
| (9) | The sales were effected in multiple transactions, at varying prices, on December 18, 2006, as follows: 21,000 shares at $22.5500 per share; 44,000 shares at $22.7000 per share; and 35,000 shares at $22.9590 per share. The weighted average sales price for these transactions was $22.7592 per share. |
Page 8 of 8