SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated September 16, 2003
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STMicroelectronics N.V.
(Name of Registrant)
39, Chemin du Champ-des-Filles
1228 Plan-les-Ouates, Geneva, Switzerland
(Address of Principal Executive Offices)
_______________
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):
Yes No X
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Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with
Rule 12g3-2(b): 82- __________
Enclosure: Summary information regarding repurchases from January 1, 2003
through September 16, 2003 of the Company's Zero Coupon Senior
Convertible Bonds due 2010 (the "2010 Bonds") and the
associated charges and expected interest expense savings
2
STMicroelectronics N.V. provides summary information regarding repurchases of
its 2010 Bonds from January 1, 2003 through September 16, 2003 and the
associated charges and expected interest expense savings.
First Quarter Second Quarter Third Quarter 2003 Total
2003 2003 (through Sep. 16, 2003) (Year-to-Date 2003)
Aggregate principal amount at $428,770,000 $214,000,000 $940,209,000 $1,582,979,000
maturity of repurchased 2010 Bonds......
As a percentage of total amount of 19.98% 9.97% 43.81% 73.77%
2010 Bonds initially issued.............
Purchase price paid (in millions)....... $328.2 $167.4 $736.9 $1,232.6
Financial Impact (in millions):
Loss on extinguishment of $(8.4) $(6.4) $(21.6) $(36.3)
convertible debt.....................
Estimated net savings in interest expense
from repurchase date to year-end 2003(1) $6 $3 $7 $16
Estimated net savings in interest expense
in 2004(1)............................ $10 $4 $20 $34
NB: Certain amounts have been rounded.
(1) Based on management's estimate of interest rates.
Based on market conditions, the Company may proceed with further repurchases of
its 2010 Bonds in accordance with applicable laws, regulations and stock
exchange requirements.
Statements regarding our estimates of charges and additional interest expense
are forward-looking statements made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. These forward looking
statements are based on management's current expectations, views, beliefs and
assumptions as of the date of this report. Such statements are subject to
various risks and uncertainties, which may cause actual results and performance
of the Company's business to differ materially and adversely from the
forward-looking statements. Factors which may cause actual results or
performance to differ materially from the expectations of the Company or its
management include changes in interest rates and accounting treatment of
securities. A more detailed discussion of these factors and the other "Risk
Factors", which may from time to time materially and adversely affect the
Company, is contained in our Annual Report or Form 20-F of the year ended
December 31, 2002, which was filed with the SEC on March 14, 2003 (the "Form
20-F"), which may be updated from time-to-time. The Company's Risk Factors were
most recently updated from the Form 20-F in its report on Form 6-K as filed with
the SEC on August 1, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
STMicroelectronics N.V. has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
STMicroelectronics N.V.
Date: September 16, 2003 By: /s/ PASQUALE PISTORIO
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Name: Pasquale Pistorio
Title: Sole member of the Managing Board,
President and Chief Executive
Officer