SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Agilent Technologies, Inc.
--------------------------
(Name of Issuer)
Common Stock, $0.01 par value
------------------------------
(Title of Class of Securities)
00846U 10 1
--------------
(CUSIP Number)
June 2, 2000
------------------------------------------------------
(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)
[x] Rule 13d-1(c)
[ ] 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).
----------------------- ------------------------
CUSIP No. 00846U 10 1 13G Page_____of_____Pages
----------------------- ------------------------
--------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Walter B. Hewlett
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
Number of Shares 5) Sole Voting Power 332,210
-------------------------------------------------------
Beneficially Owned 6) Shared Voting Power 28,400,126
-------------------------------------------------------
by Each Reporting 7) Sole Dispositive Power 332,210
-------------------------------------------------------
Person with: 8) Shared Dispositive Power 28,400,126
--------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
28,732,824
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ] Not applicable.
(See Instructions)
--------------------------------------------------------------------------------
11) Percent of Class Represented by Amount in Row (9)
6.29%
--------------------------------------------------------------------------------
12) Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
2
----------------------- ------------------------
CUSIP No. 00846U 10 1 13G Page_____of_____Pages
----------------------- ------------------------
-----------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Edwin E. van Bronkhorst
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [x]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Citizenship or Place of Organization
United States of America
--------------------------------------------------------------------------------
Number of Shares 5) Sole Voting Power 33
-------------------------------------------------------
Beneficially Owned 6) Shared Voting Power 28,683,180
-------------------------------------------------------
by Each Reporting 7) Sole Dispositive Power 33
-------------------------------------------------------
Person with: 8) Shared Dispositive Power 28,683,180
--------- ----------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
28,683,213
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ] Not applicable.
(See Instructions)
--------------------------------------------------------------------------------
11) Percent of Class Represented by Amount in Row (9)
6.28%
--------------------------------------------------------------------------------
12) Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
3
ITEM 1. (a) The name of the issuer is Agilent Technologies, Inc. (the
"Company").
(b) The principal executive offices of the Company are located at 395
Page Mill Road, Palo Alto, California 94306.
ITEM 2. (a) The names of the filing persons are Walter B. Hewlett and
Edwin E. van Bronkhorst.
(b) The business address for Walter B. Hewlett and Edwin E. van
Bronkhorst is c/o Los Trancos Management, LLC, 1501 Page Mill
Road, MS 3U-10, Palo Alto, California 94304.
(c) Each of the filing persons is a citizen of the United States of
America.
(d) The title of the class of securities is Common Stock.
(e) The CUSIP number of the Common Stock is 00846U 10 1.
ITEM 3. If this statement is filed pursuant to sections 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
This statement is being filed pursuant to 13d-1(c).
4
ITEM 4. OWNERSHIP.
According to the Company's Quarterly Report on Form 10-Q filed on
March 19, 2001, there are 456,769,737 shares of Common Stock issued
and outstanding.
WALTER B. HEWLETT
The following information relates to shares of Common Stock for which
Walter B. Hewlett holds sole or shared voting or dispositive
authority.
(a) Number of shares beneficially owned: 28,732,824
(b) Percent of class: 6.29%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 332,210
(ii) Shared power to vote or to direct the vote: 28,400,126
(iii) Sole power to dispose or to direct the disposition of:
332,210
(iv) Shared power to dispose or to direct the disposition of:
28,400,126
Of the shares which are beneficially owned by Walter B. Hewlett, he
has sole voting and dispositive authority over 289,139 shares which he
personally owns (in addition, 30,702 shares are purchasable pursuant
to options exercisable within 60 days); he shares voting and
dispositive authority, as a trustee, with co-trustee Edwin E. van
Bronkhorst over 22,642,839 shares held by the William R. Hewlett
Revocable Trust dated February 3, 1995 (the "Trust"); as a director of
the Packard Humanities Institute (the "Packard Institute"), he shares
voting and dispositive authority with the other Packard Institute
directors over 4,910,828 shares held by such institute; he shares
voting and dispositive authority, as an executor, with co-executor
Edwin E. van Bronkhorst over 334,982 shares held by the Estate of
William R. Hewlett (the "Estate"); as a director of the William and
Flora Hewlett Foundation (the "Foundation"), he shares voting and
dispositive authority with the other Foundation directors over 511,477
shares held by the Foundation; he has sole voting and dispositive
authority over 12,369 shares that he holds as custodian for his
children; and his spouse owns 488 shares as to which he has neither
voting nor dispositive authority.
5
Walter B. Hewlett disclaims beneficial ownership of the 511,477 shares
held by the Foundation; the 22,642,839 shares held by the Trust; the
4,910,828 shares held by the Packard Institute; the 334,982 shares
held by the Estate; the 12,369 shares held as custodian for his
children; and the 488 shares owned by his spouse as he has no economic
interest in any of these shares.
EDWIN E. VAN BRONKHORST
The following information relates to shares of Common Stock for which
Edwin E. van Bronkhorst holds sole or shared voting or dispositive
authority.
(a) Number of shares beneficially owned: 28,683,213
(b) Percent of class: 6.28%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 33
(ii) Shared power to vote or to direct the vote: 28,683,180
(iii) Sole power to dispose or to direct the disposition of: 33
(iv) Shared power to dispose or to direct the disposition of:
28,683,180
Of the shares which are beneficially owned by Edwin E. van Bronkhorst,
he holds sole voting and dispositive authority over 33 shares
personally owned by him; he shares voting and dispositive authority,
as a trustee, with co-trustee Walter B. Hewlett over 22,642,839 shares
held by the Trust; as a director of the Packard Institute, he shares
voting and dispositive authority with the other Packard Institute
directors over 4,910,828 shares held by such institute; he shares
voting and dispositive authority as an executor, with co-executor
Walter B. Hewlett over 334,982 shares held by the Estate; and he
shares voting and dispositive authority, as a co-trustee, over 413,055
shares held by the Flora Hewlett Trust; he shares voting and
dispositive authority, as a trustee, over 305,501 shares held in trust
for Mary H. Jaffe; and he shares voting and dispositive authority, as
a trustee, over 75,974 shares held in trust for Eleanor H. Gimon.
Other than the 33 shares personally owned by him, Edwin E. van
Bronkhorst disclaims beneficial ownership of all the foregoing
shares as he has no economic interest in any such shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
None of the persons filing this statement is aware of any other person
having the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the reported
securities.
6
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON
As described in the response to Item 4, some of the reported
securities are held by trusts or foundations. Certain of the filing
persons are control persons with regard to the Trust, the Foundation
or the Packard Institute which are identified on Exhibit 2 to this
statement.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
This statement is not being filed pursuant to Section 17 C.F.R.
Section 13d-1(b)(1)(ii)(J). The responses to Items 2(a)-(c) identify
each of the persons filing this statement.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Each of the filing persons signing this statement certifies as
follows:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
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.
Date: March 27, 2001
Walter B. Hewlett
/s/ Walter B. Hewlett
--------------------------------
Edwin E. van Bronkhorst
/s/ Edwin E. van Bronkhorst
--------------------------------
7
EXHIBIT 1
AGREEMENT REGARDING FILING OF JOINT ACQUISITION STATEMENT
Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, each of the parties
hereto agrees that the statement on Schedule 13G (including all amendments
thereto) with respect to the Common Stock of Agilent Technologies, Inc. to
which this agreement is attached as an exhibit, is filed by and on behalf of
each such person and that any amendments thereto will be filed on behalf of
each such person.
Date: March 27, 2001
Walter B. Hewlett
/s/ WALTER B. HEWLETT
-----------------------------------------
Edwin E. van Bronkhorst
/s/ EDWIN E. VAN BRONKHORST
-----------------------------------------
8
EXHIBIT 2
Identification of Relevant Subsidiaries (Item 7)
The William and Flora Hewlett Foundation
525 Middlefield Road, Suite 200
Menlo Park, CA 94025
www.hewlett.org
The William R. Hewlett Revocable Trust dated 2/3/95
c/o Los Trancos Management, LLC
1501 Page Mill Road, MS 3U-10
Palo Alto, CA 94304
The Packard Humanities Institute
300 Second Street, Suite 201
Los Altos, CA 94022
www.packhum.org
9