UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ROBINSON NUGENT, INC.
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(Name of Issuer)
COMMON SHARES
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(Title of Class of Securities)
770810109
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(CUSIP Number)
GREGG LARSON
ASSISTANT GENERAL COUNSEL,
ASSISTANT SECRETARY
MINNESOTA MINING AND MANUFACTURING COMPANY
3M CENTER
ST. PAUL, MINNESOTA 55114
(651) 733-1110
COPY:
JEAN HANSON
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October __, 2000
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13(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 Section 240.13d-7(b) for
other parties to whom copies are to be sent.
<PAGE>
CUSIP No. 482050101
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MINNESOTA MINING AND MANUFACTURING COMPANY
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
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 7 SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,815,301 (FN1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH - 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,815,301<F1>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.7%
14 TYPE OF REPORTING PERSON
CO
[FN]
(1) Beneficial ownership of the common shares referred to herein is being
reported hereunder solely because the reporting persons may be deemed
to have beneficial ownership of such shares as a result of the Voting
and Stock Option Agreement described in Items 3, 4, and 5 hereof.
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by Minnesota Mining and
Manufacturing Company that it is the beneficial owner of any of the
common shares referred to herein for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Act"), or for any
other purpose, and such beneficial ownership is expressly disclaimed.
</FN>
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ITEM 1. Security and Issuer
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This statement on Schedule 13D (this "Schedule 13D") relates to common
shares (the "Robinson Nugent Common Shares"), of Robinson Nugent, Inc.
("Robinson Nugent"). The address of Robinson Nugent's principal executive
offices is 800 East Eighth Street, New Albany, IN 47151-1208.
ITEM 2. Identity and Background
-----------------------
(a)-(c) and (f). This Schedule 13D is being filed by Minnesota
Mining and Manufacturing Company, a Delaware corporation ("3M"). 3M is an
integrated enterprise characterized by substantial intercompany cooperation
in research, manufacturing and marketing of products. The address of 3M's
principal business and principal office is Minnesota Mining and
Manufacturing Company, 3M Center, St. Paul, Minnesota 55114.
The name, business address, citizenship and present principal
occupation of each executive officer and director of 3M are set forth in
Annex I to this Schedule 13D, which is incorporated herein by reference.
Other than executive officers and directors, there are no persons
controlling 3M.
(d)-(e) During the five years prior to the date hereof, neither
3M nor, to the best knowledge of 3M, any executive officer or director of
3M has been (i) convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding has been or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
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3M has not expended funds in connection with its acquisition of
beneficial ownership of Robinson Nugent Common Shares. Such beneficial
ownership has been derived from the provisions of the Voting and Stock
Option Agreement (described in Item 4) and the irrevocable proxies granted
pursuant thereto.
ITEM 4. Purpose of Transaction
----------------------
3M, Barbados Acquisition, Inc. ("Merger Sub") (a wholly owned
subsidiary of 3M), and Robinson Nugent have entered into an Agreement and
Plan of Merger (the "Merger Agreement"), dated as of October 2, 2000,
pursuant to which Merger Sub will be merged with and into Robinson Nugent
(the "Merger"). Robinson Nugent will be the surviving corporation in the
Merger and will become a wholly-owned subsidiary of 3M.
As a result of the Merger, each outstanding Robinson Nugent
Common Share will be converted into the right to receive $19.00 worth of 3M
common stock if the average closing trade price of 3M common stock is
between $82 and $100 per share, as described in the merger agreement. The
exchange ratio outside this collar will be fixed. The Merger Agreement is
included as Exhibit 1 hereto and is incorporated herein by reference.
Consummation of the Merger would result in the Robinson Nugent Common
Shares being delisted from the Nasdaq National Market and in the
termination of registration of the Robinson Nugent Common Shares under the
Act.
Simultaneously with the execution and delivery of the Merger
Agreement, 3M entered into a Voting and Stock Option Agreement dated as of
October 2, 2000 (the "Voting and Stock Option Agreement") with Robinson
Nugent and certain shareholders of Robinson Nugent (the "Robinson Nugent
Shareholders") with respect to their Robinson Nugent Common Shares and
their options to purchase Robinson Nugent Common Shares, as follows: (i)
Samuel C. Robinson - 1,115,360 Robinson Nugent Common Shares, (ii) James W.
Robinson - 280,741 Robinson Nugent Common Shares and options to purchase
34,000 Robinson Nugent Common Shares, (iii) Patrick C. Duffy - 37,099
shares of Robinson Nugent Common Shares and options to purchase 88,000
Robinson Nugent Common Shares, and (iv) Larry W. Burke - 162,451 Robinson
Nugent Common Shares and options to purchase 97,650 Robinson Nugent Common
Shares. Each Robinson Nugent Shareholder has agreed to vote, or cause any
holder of record of his Robinson Nugent Common Shares to vote, his Robinson
Nugent Common Shares (including any Robinson Nugent Common Shares which
such Robinson Nugent Shareholder may acquire after October 2, 2000) (the
"Shares"), (a) in favor of the approval of the Merger Agreement and any
action in furtherance thereof, and (b) against any proposal relating to (i)
the acquisition of a business of Robinson Nugent or any of its
subsidiaries, that constitutes 15% or more of the consolidated net
revenues, net income or assets of Robinson Nugent or its subsidiaries, (ii)
the acquisition of 15% or more of any class of equity securities of
Robinson Nugent or any of its subsidiaries whose business constitutes 15%
or more of the consolidated net revenues, net income or assets of the
Company and its Subsidiaries, (iii) a tender offer or exchange offer that
would result in any person beneficially owning 15% or more of the capital
stock of Robinson Nugent, or (iv) a merger, consolidation, business
combination, recapitalization, liquidation, dissolution or similar
transaction involving Robinson Nugent or any of its subsidiaries whose
business constitutes 15% or more of the consolidated net revenues, net
income or assets of Robinson Nugent or any of its subsidiaries (each, an
"Acquisition Proposal"). Each Robinson Nugent Shareholder has also granted
an irrevocable proxy to 3M pursuant to the Voting and Stock Option
Agreement, with full power of substitution and resubstitution, to vote the
Robinson Nugent Common Shares then owned by such Robinson Nugent
Shareholder (a) in favor of the approval of the Merger and the Merger
Agreement and any action in furtherance thereof, and (b) against any
Acquisition Proposal. Under the Voting and Stock Option Agreement, each
Robinson Nugent Shareholder has also granted to 3M an irrevocable option
(the "Option") to purchase his Shares at a price of $19 per share. 3M may
exercise the Option in whole at any time prior to the earlier of (i) the
effective time of the merger and (ii) fifteen business days after the date
of termination of the Merger Agreement. The Robinson Nugent Common Shares
held by the Robinson Nugent Shareholders represent approximately 30.7% of
the outstanding Robinson Nugent Common Shares on a fully diluted basis as
of October 2, 2000, as represented by Robinson Nugent in the Merger
Agreement. The Voting and Stock Option Agreement is included as Exhibit 2
hereto and is incorporated herein by reference. 3M has been granted
registration rights with respect to shares acquired by exercise of the
Option.
Pursuant to the Merger Agreement, the directors and officers of
Merger Sub immediately prior to the effective time of the Merger will be
the initial directors and officers of the surviving corporation in the
Merger, each to hold office until their respective successors are duly
elected and qualified. The Merger Agreement also provides that the articles
of incorporation of Robinson Nugent will be amended at the effective time
of merger to be in the form of Exhibit B to the Merger Agreement, and the
bylaws of Merger Sub, as in effect immediately prior to the effective time
of the Merger, will be the bylaws of the surviving corporation in the
Merger.
In connection with the signing of the Merger Agreement, Robinson
Nugent amended its rights plan to make it inapplicable to the Merger, the
Voting and Stock Option Agreement and the transactions contemplated
thereby.
Except as set forth in this Item 4, 3M has no plans or proposals
which relate to or would result in any of the matters set forth in clauses
(a) through (j) of Item 4 of Schedule 13D.
The preceding summary of certain provisions of the Merger
Agreement and the Voting and Stock Option Agreement, copies of which are
filed as exhibits hereto, is not intended to be complete and is qualified
in its entirety by reference to the full text of such agreements.
ITEM 5. Interest in Securities of the Issuer
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(a) and (b). As a result of entering into the Voting and Stock
Option Agreement, 3M may be deemed to own beneficially 1,815,301 Robinson
Nugent Common Shares, which represent approximately 30.7% of the
outstanding Robinson Nugent Common Shares on a fully diluted basis as of
October 2, 2000, as represented by Robinson Nugent in the Merger Agreement.
3M has shared voting power with respect to the Shares, but only as to the
matters specified in the Voting and Stock Option Agreement. Except as
aforesaid, 3M does not have the power to vote or to direct the vote of the
Shares, nor does it have the sole or shared power to dispose or to direct
the disposition of the Shares.
To the best of its knowledge, no executive officer or director of
3M beneficially owns any Robinson Nugent Common Shares.
(c) Except for the execution of the Voting and Stock Option
Agreement, there have been no transactions in Robinson Nugent Common Shares
by 3M or, to the best knowledge of 3M, any of 3M's executive officers and
directors during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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Except as set forth in Item 3, 4 or 5, neither 3M nor, to the
best knowledge of 3M, any of its directors or executive officers has any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any other person with respect to any securities of Robinson
Nugent.
ITEM 7. Material to Be Filed as Exhibits
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Exhibit 1 -- Agreement and Plan of Merger dated as of
October 2, 2000, among Minnesota Mining and
Manufacturing Company, Barbados Acquisition,
Inc. and Robinson Nugent, Inc.
Exhibit 2 -- Voting and Stock Option Agreement dated as of
October 2, 2000 between certain Shareholders
party thereto, Minnesota Mining and
Manufacturing Company and Robinson Nugent,
Inc.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Minnesota Mining and Manufacturing
Company
By: /s/ Gregg M. Larson
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Name: Gregg M. Larson
Title: Assistant Secretary
Dated: October 12, 2000
<PAGE>
Annex I
Executive Officers and Directors of Minnesota Mining
and Manufacturing Company
The name, present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in
which such employment is conducted, of each of the directors and executive
officers of Minnesota Mining and Manufacturing Company is set forth below.
Each executive officer and each director of Minnesota Mining and
Manufacturing Company is a citizen of the United States.
Name Business Address Principal Occupation
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EXECUTIVE OFFICERS
Livio D. DeSimone Minnesota Mining and Chairman of the Board,
Manufacturing Company and Chief Executive
3M Center Officer
St. Paul, Minnesota 55114
Harry C. Andrews Minnesota Mining and Executive Vice President,
Manufacturing Company Electro and
3M Center Communications Markets
St. Paul, Minnesota 55114
Ronald O. Baukol Minnesota Mining and Executive Vice President,
Manufacturing Company International Operations
3M Center
St. Paul, Minnesota 55114
John W. Benson Minnesota Mining and Executive Vice President,
Manufacturing Company Health Care Markets
3M Center
St. Paul, Minnesota 55114
Robert J. Burgstahler Minnesota Mining and Vice President, Finance
Manufacturing Company and Administrative
3M Center Services
St. Paul, Minnesota 55114
M. Kay Grenz Minnesota Mining and Vice President, Human
Manufacturing Company Resources
3M Center
St. Paul, Minnesota 55114
Paul F. Guehler Minnesota Mining and Vice President,
Manufacturing Company Research and Development
3M Center
St. Paul, Minnesota 55114
Charles E. Kiester Minnesota Mining and Senior Vice President,
Manufacturing Company Engineering,
3M Center Manufacturing and
St. Paul, Minnesota 55114 Logistics
Moe S. Nozari Minnesota Mining and Executive Vice President,
Manufacturing Company Consumer and Office
3M Center Markets
St. Paul, Minnesota 55114
David W. Powell Minnesota Mining and Vice President, Marketing
Manufacturing Company
3M Center
St. Paul, Minnesota 55114
Charles Reich Minnesota Mining and Executive Vice President,
Manufacturing Company Specialty Material
3M Center Markets and Corporate
St. Paul, Minnesota 55114 Services
John J. Ursu Minnesota Mining and Senior Vice President,
Manufacturing Company Legal Affairs and General
3M Center Counsel
St. Paul, Minnesota 55114
Harold J. Wiens Minnesota Mining and Executive Vice President,
Manufacturing Company Industrial Markets
3M Center
St. Paul, Minnesota 55114
DIRECTORS
Livio D. DeSimone Minnesota Mining and Chairman of the Board,
Manufacturing Company and Chief Executive
3M Center Officer, Minnesota Mining
St. Paul, Minnesota 55114 and Manufacturing Company
Linda G. Alvarado Minnesota Mining and President and Chief
Manufacturing Company Executive Officer,
3M Center Alvarado Construction,
St. Paul, Minnesota 55114 Inc.
Ronald O. Baukol Minnesota Mining and Executive Vice President,
Manufacturing Company International Operations
3M Center
St. Paul, Minnesota 55114
Edward A. Brennan Minnesota Mining and Retired Chairman of the
Manufacturing Company Board, President and
3M Center Chief Executive Officer,
St. Paul, Minnesota 55114 Sears, Roebuck and Co.
Edward M. Liddy Minnesota Mining and Chairman, President and
Manufacturing Company Chief Executive Officer,
3M Center The Allstate Corporation
St. Paul, Minnesota 55114
Aulana L. Peters Minnesota Mining and Partner, Gibson, Dunn &
Manufacturing Company Crutcher LLP
3M Center
St. Paul, Minnesota 55114
Rozanne L. Ridgway Minnesota Mining and Former Assistant
Manufacturing Company Secretary of State for
3M Center Europe and Canada
St. Paul, Minnesota 55114
Frank Shrontz Minnesota Mining and Chairman Emeritus, The
Manufacturing Company Boeing Company
3M Center
St. Paul, Minnesota 55114
F. Alan Smith Minnesota Mining and Chairman, Advanced
Manufacturing Company Accessory Systems, Inc.
3M Center
St. Paul, Minnesota 55114
Louis W. Sullivan Minnesota Mining and President, Morehouse
Manufacturing Company School of Medicine
3M Center
St. Paul, Minnesota 55114
<PAGE>
EXHIBIT INDEX
Exhibit 1 -- Agreement and Plan of Merger dated as of
October 2, 2000, among Minnesota Mining
and Manufacturing Company, Barbados
Acquisition, Inc. and Robinson Nugent,
Inc.
Exhibit 2 -- Voting and Stock Option Agreement dated
as of October 2, 2000 between certain
shareholders party thereto, Minnesota
Mining and Manufacturing Company and
Robinson Nugent, Inc.
