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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(D)(1) or 13(E)(1) of
the Securities Exchange Act of 1934
Amendment No. 1
CHEMFAB CORPORATION
(Name of Subject Company)
PPLC ACQUISITION CORP.
NORTON COMPANY
COMPAGNIE DE SAINT-GOBAIN
(Offerors)
Common Stock, Par Value, $0.10 per Share
(Title of Class of Securities)
16361L102
(Cusip Number of Class of Securities)
John R. Mesher, Esq.
Saint-Gobain Corporation
750 E. Swedesford Road
Valley Forge, PA 19482
Telephone: (610) 341-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Carole Schiffman, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$140,196,478 $28,039
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* Calculated by (i) multiplying $18.25, the per share tender offer price, by
7,463,357, the sum of the number of shares of common stock of Chemfab
Corporation sought in the Offer, plus (ii) payments to holders of options
that are vested and exercisable or will become vested and exercisable upon
the change of control with an exercise price less than $18.25 in an amount
per option equal to the difference between (a) $18.25 and (b) the
applicable exercise price, based on 1,596,085 outstanding options with an
average weighted exercise price of $15.75 per share.
** Calculated as 1/50 of 1% of the transaction value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $28,039 Filing Party: PPLC Acquisition Corp.
Form or Registration No.: Schedule TO Date Filed: August 2, 2000
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
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AMENDMENT NO. 1
This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on
August 2, 2000 by PPLC Acquisition Corp., a Delaware corporation and an
indirect wholly-owned subsidiary of Norton Company, a Massachusetts corporation
and an indirect wholly-owned subsidiary of Saint-Gobain, a French corporation,
to purchase all of the outstanding shares of common stock, $0.10 par value per
share (the "Shares") of Chemfab Corporation (the "Company") for a price of
$18.25 per Share, net to the seller in cash, upon the terms and conditions set
forth in the offer to purchase dated August 2, 2000, as amended as set forth
below (the "Offer to Purchase"), and in the related Letter of Transmittal,
copies of which are attached as Exhibits (a)(1) and (a)(2), respectively, to
the Schedule TO. The information in the Offer to Purchase is incorporated by
reference herein. Capitalized terms used and not defined herein shall have the
meaning ascribed to such terms in the Offer to Purchase.
ITEMS 4, 10, 11 AND 12.
Items 4, 10, 11 and 12 of the Schedule TO, which incorporate by reference
the information contained in the Offer to Purchase, are hereby amended as
follows:
Item 4. Terms of the Transaction.
The fifth paragraph of Section 1 - "Terms of the Offer; Expiration Date"
is amended in its entirety to read as follows:
"Purchaser may elect, in its sole discretion, to provide a subsequent
offering period (a "Subsequent Offering Period"), subject to the
conditions set forth in Rule 14d-11 of the Exchange Act. A Subsequent
Offering Period, if one is provided, is not an extension of the Offer. A
Subsequent Offering Period would be an additional period of time from
three business days to up to twenty business days (but pursuant to the
Merger Agreement not to exceed fifteen business days without the Company=s
consent) following the expiration of the Offer, in which stockholders may
tender (but not withdraw) Shares not tendered during the Offer. Any
decision to provide a Subsequent Offering Period will be announced at
least 5 business days prior to the expiration date of the initial offering
period. Purchaser will announce the approximate number and percentage of
the Shares deposited as of the expiration of the Offer and such Shares
will be immediately accepted and promptly paid for. If Purchaser decides
to provide for a Subsequent Offering Period, and such period is for a
period of time which is less than fifteen business days, the Purchaser may
extend (and re- extend) such Subsequent Offering Period up to an aggregate
of fifteen business days. Each of the Offer Conditions must either be
satisfied or waived prior to the commencement of any Subsequent Offering
Period.
The eighth paragraph of Section 1 - "Terms of the Offer; Expiration Date"
is amended in its entirety to read as follows:
"If Purchaser makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of
the Offer, Purchaser will disseminate additional tender offer materials
(including by public announcement as set forth above) and extend the Offer
to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the
Exchange Act. The minimum period during which an offer must remain open
following material changes in the terms of the Offer, other than a change
in price or the percentage of securities sought or the inclusion of or
change to a dealer=s soliciting fee, will depend upon the facts and
circumstances, including the materiality, of the changes. In the SEC=s
view, an offer should remain open for a minimum of five business days from
the date the material change is first published, sent or given to
stockholders. However, a minimum of ten business days from the date of
such change may be required to allow for adequate dissemination and
investor response if a change relates to the price to be paid or, subject
to certain limitations, a change in the percentage of securities sought or
the inclusion of or change to a dealer=s soliciting fee. Therefore, if
Purchaser makes a material change to the terms of the Offer, information
regarding the material change will be disseminated to stockholders and the
Offer will remain open for a minimum of five business days. If, prior to
the Expiration Date, Purchaser, with the consent of the Company, decreases
the number of Shares being sought or increases or decreases the
consideration offered pursuant to the Offer, and if the Offer is scheduled
to expire at any time earlier than the tenth business day from the date
that notice of such increase or decrease is first published, sent or given
to stockholders, Purchaser will extend the Offer until at least the
expiration of such tenth business day. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or a U.S.
federal holiday and consists of the time period from 12:01 a.m. through
12:00 midnight, New York City time.
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The last paragraph of Section 15 - "Certain Conditions of the Offer" is
amended in its entirety to read as follows:
"The foregoing conditions are for the sole benefit of Parent and Purchaser
and may, subject to the terms of the Merger Agreement, be waived by Parent
and Purchaser in whole or in part at any time and from time to time in
their discretion. The failure by Parent or Purchaser at any time to
exercise any of the foregoing rights shall not be deemed a waiver of any
such right, the waiver of any such right with respect to particular facts
and circumstances shall not be deemed a waiver with respect to any other
facts and circumstances, and each such right shall be deemed an ongoing
right that may be asserted at any time and from time to time prior to the
Expiration Date."
Item 10. Financial Statements.
The second and third paragraphs of the subsection entitled "Certain
Projected Financial Data of the Company" of Section 7 - "Certain Information
Concerning the Company" are amended in their entirety to read as follows:
"The Company does not, in the ordinary course, publicly disclose
projections. The Company=s projections were not prepared with a view to
public disclosure or compliance with published guidelines of the SEC or
the guidelines established by the American Institute of Certified Public
Accountants regarding projections, and are included in this Offer to
Purchase only because they were provided to Parent. The projections do not
give effect to the Offer or the potential combined operations of Parent
and the Company or any alterations Parent may make to the Company=s
operations or strategy after the consummation of the Offer. Neither the
Company=s nor Parent=s independent accountants have examined or compiled
any of the projections or expressed any conclusion or provided any other
form of assurance with respect to these projections. While presented with
numerical specificity, these projections are based upon a variety of
assumptions relating to the businesses of the Company which may not be
realized and are subject to significant risks, uncertainties and
contingencies, many of which are beyond the control of the Company.
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT ANY OF THE PROJECTIONS WILL BE
REALIZED AND THE ACTUAL RESULTS FOR THE FISCAL YEARS ENDING JUNE 30, 2000
TO 2002 MAY VARY MATERIALLY FROM THOSE SHOWN ABOVE. For a more complete
discussion of risk factors, please refer to the "Risk Factors" section of
the Company 10-K. None of the Company, Parent, Purchaser or Saint-Gobain
intends to update, revise or correct such projections if they become
inaccurate. CERTAIN MATTERS DISCUSSED HEREIN, INCLUDING, BUT NOT LIMITED
TO THE PROJECTIONS, CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. FORWARD-LOOKING STATEMENTS INCLUDE THE INFORMATION SET
FORTH ABOVE UNDER "CERTAIN PROJECTED FINANCIAL DATA OF THE COMPANY". All
projections and forward-looking statements are expressly qualified in
their entirety by the cautionary statements contained in the "Risk
Factors" section in the Company 10-K.
THE INCLUSION OF THE PROJECTIONS HEREIN SHOULD NOT BE REGARDED AS A
REPRESENTATION EITHER BY SAINT-GOBAIN, PARENT, PURCHASER OR THE COMPANY OR
ANY OTHER PERSON THAT THE PROJECTED RESULTS WILL BE ACHIEVED. THE
PROJECTIONS SHOULD BE READ IN CONJUNCTION WITH THE HISTORICAL FINANCIAL
INFORMATION OF THE COMPANY INCLUDED ABOVE. ALTHOUGH NONE OF SAINT-GOBAIN,
PARENT, PURCHASER OR THE COMPANY HAS ANY INFORMATION THAT WOULD INDICATE
THAT ANY STATEMENTS CONTAINED HEREIN BASED ON SUCH PROJECTIONS ARE NOT
TRUE, NONE OF SAINT-GOBAIN, PARENT, PURCHASER OR THE COMPANY CAN GUARANTEE
THAT SUCH PROJECTIONS ARE COMPLETE OR CORRECT OR THAT THE COMPANY HAS
DISCLOSED ALL EVENTS WHICH MAY HAVE OCCURRED OR WHICH MAY AFFECT THE
SIGNIFICANCE OR ACCURACY OF THE PROJECTIONS."
Item 11. Additional Information.
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Section 16 of the Offer to Purchase is amended and supplemented by adding
the following paragraph after the third paragraph of "Antitrust B United
States":
"The applicable waiting period under the HSR Act expired at 11:59 p.m. on
August 16, 2000."
Item 12. Exhibits.
The following is added as an Exhibit to the Schedule TO:
(d)(4) Press release dated August 17, 2000.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: August 17, 2000
PPLC ACQUISITION CORP.
By: /S/ JOHN R. MESHER
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Name: JOHN R. MESHER
Title: VICE PRESIDENT
NORTON COMPANY
By: /S/ JOHN R. MESHER
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Name: JOHN R. MESHER
Title: VICE PRESIDENT
COMPAGNIE DE SAINT-GOBAIN
By: /S/ GIANPAOLO CACCINI
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Name: GIANPAOLO CACCINI
Title: SENIOR VICE PRESIDENT
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EXHIBIT INDEX
Exhibit No.
(a)(1) Offer to Purchase dated August 2, 2000.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(5) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(7) Summary Advertisement dated August 2, 2000.*
(d)(1) Agreement and Plan of Merger, dated as of July 25, 2000, among
the Company, Parent and Purchaser.*
(d)(2) Voting Agreement, dated as of July 25, 2000, among Purchaser
and the stockholders named therein.*
(d)(3) Confidentiality Agreement, dated as of March 14,
2000, between the Company and Saint-Gobain
Performance Plastics Corporation.*
(d)(4) Press Release dated August 17, 2000
* Previously filed.
