================================================================================
UNTIED STATES
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. 4
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
[ ] 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. |X|
================================================================================
<PAGE>
AMENDMENT NO. 4
This Amendment No. 4, the final amendment to the Tender Offer Statement on
Schedule TO, amends and supplements the Tender Offer Statement on Schedule TO
originally filed with the Securities and Exchange Commission on August 2, 2000
and amended by Amendment No. 1 filed on August 17, 2000, Amendment No. 2 filed
on August 24, 2000 and Amendment No. 3 filed on August 28, 2000 (as amended,
the "Schedule TO") 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,
relating the offer to purchase all of the outstanding shares of common stock,
$0.10 par value per share (the "Shares") of Chemfab Corporation, a Delaware
corporation (the "Company"), at 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 by Amendment No. 1, Amendment No. 2 and Amendment
No. 3 to the Schedule TO (as amended, 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 1, 8, 11 AND 12.
Items 1, 8, 11 and 12 of the Schedule TO, which incorporate by reference
the information contained in the Offer to Purchase, are hereby amended by
adding the following:
Item 1. Summary Term Sheet.
The answer to the question "How long do I have to decide whether to tender
in the offer?" is amended and supplemented by adding the following sentence:
"The Offer expired at midnight, New York City time, on Tuesday, August 29,
2000."
Item 8. Interest in Securities of the Subject Company.
Section 8 of the Offer to Purchase is amended and supplemented by adding
the following paragraph after the seventh paragraph:
"The Offer expired at midnight, New York City time, on Tuesday, August 29,
2000. Based upon a preliminary count from the Depositary, as of midnight,
New York City time, August 29, 2000, approximately 93% of the outstanding
Shares had been tendered pursuant to the Offer and not withdrawn
(including Shares tendered pursuant to a guarantee of delivery). Parent
has accepted such tendered Shares for payment pursuant to the terms of the
Offer. Payment for accepted Shares is expected to be made on September 5,
2000."
Item 11. Additional Information.
Section 16 of the Offer to Purchase is amended and supplemented by adding
the following sentence after the third paragraph under "Exon-Florio":
"Parent and Purchaser have waived the Regulatory Condition associated with
the Exon-Florio review."
Item 12. Exhibits.
The following are added as Exhibits to the Schedule TO:
(d)(7) United States press release dated August 30, 2000.
(d)(8) French press release dated August 30, 2000.
1
<PAGE>
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 30, 2000
PPLC ACQUISITION CORP.
By: /s/ JOHN R. MESHER
--------------------------------
Name: JOHN R. MESHER
Title: VICE PRESIDENT
NORTON COMPANY
By: s/ JOHN R. MESHER
-------------------------------
Name: JOHN R. MESHER
Title: VICE PRESIDENT
COMPAGNIE DE SAINT-GOBAIN
By: /s/ GIANPAOLO CACCINI
--------------------------------
Name: GIANPAOLO CACCINI
Title: SENIOR VICE PRESIDENT
2
<PAGE>
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.*
(d)(5) Press Release dated August 24, 2000.*
(d)(6) Press Release dated August 28, 2000.*
(d)(7) United States press release dated August 30, 2000.
(d)(8) French press release dated August 30, 2000.
----------
* Previously filed.
