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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
AMENDMENT NO. 1
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
CHEMFAB CORPORATION
(Name of Issuer)
COMMON STOCK
$0.10 PER SHARE
(Title of Class of Securities)
-----------------------
16361L102
(CUSIP Number)
COMPAGNIE DE SAINT GOBAIN
NORTON COMPANY
PPLC ACQUISITION CORP.
(Names of Persons Filing Statement)
John R. Mesher, Esq.
Compagnie de Saint Gobain
750 E. Swedesford Road
Valley Forge, PA 19482
Tel. No.: (619) 341-7000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 25, 2000
(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 which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following: [ ]
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<PAGE>
SCHEDULE 13D
CUSIP No. 16361L102 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COMPAGNIE DE SAINT-GOBAIN
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
FRANCE
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7 SOLE VOTING POWER
---------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 503,988
REPORTING PERSON WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------
10 SHARED DISPOSITIVE POWER
503,988
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,988
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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2
<PAGE>
SCHEDULE 13D
CUSIP No. 16361L102 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NORTON COMPANY
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MA
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
---------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 503,988
REPORTING PERSON WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------
10 SHARED DISPOSITIVE POWER
503,988
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,988
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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3
<PAGE>
SCHEDULE 13D
CUSIP No. 16361L102 Page 4 of 10 Pages
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PPLC ACQUISITION CORP.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
---------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 503,988
REPORTING PERSON WITH ---------------------------------------
9 SOLE DISPOSITIVE POWER
---------------------------------------
10 SHARED DISPOSITIVE POWER
503,988
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
503,988
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
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4
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $0.10 per share (the "Shares"), of Chemfab Corporation,
a Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 701 Daniel Webster Highway, Merrimack, New Hampshire
03054.
Item 2. Identity and Background.
(a)-(c) and (f)The names of the persons filing this statement are
Compagnie de Saint-Gobain, a French corporation ("Saint-Gobain"), Norton
Company, a Massachusetts corporation ("Norton") and PPLC Acquisition Corp., a
Delaware corporation ("PPLC"). Saint-Gobain, Norton Company and PPLC are
hereinafter sometimes referred to as the "Reporting Persons". Each of Norton
and PPLC is a wholly-owned subsidiary of Saint-Gobain.
The address of the principal executive office of Saint-Gobain is Les
Miroirs, 18 avenue d'Alsace, 92400 Courbevoie, France (Postal Address: Les
Miroirs, 92096 Paris La Defense Cedex). The name, business address, present
principal occupation or employment and citizenship of each of the directors and
executive officers of Saint-Gobain is set forth in Schedule A. Saint-Gobain
has worldwide interests in businesses involving the manufacture of flat glass,
insulation and reinforcements, pipe, glass containers, industrial ceramics and
abrasives and the manufacture and distribution of building materials.
The address of the principal business and the principal office of Norton
is One New Bond Street, Worcester, MA 01615-0008. The name, business address,
present principal occupation or employment, and citizenship of each director
and executive officer of Norton is set forth on Schedule A. Norton is the U.S.
holding company for companies that are principally engaged in the following
sectors: abrasives, technologically advanced plastics and chemical process
products.
The address of the principal business and the principal office of PPLC is
150 Dey Road, Wayne, NJ 07470. The name, business address, present principal
occupation or employment, and citizenship of each director and executive
officer of PPLC is set forth on Schedule B. PPLC is newly-formed corporation
organized for the purposes of consummating the offer and the merger described
in Item 4.
(d)-(e) During the last five years, none of the Reporting Persons nor, to
the best knowledge of any of the Reporting Persons, any of the persons set
forth on Schedule A, Schedule B or Schedule C was convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, none of the Reporting Persons nor, to the best knowledge of
any of the Reporting Persons, any of the persons set forth on Schedule A,
Schedule B or Schedule C, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, U.S.
Federal or State securities laws or finding any violations with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by PPLC to purchase Shares pursuant to
the Voting Agreement is estimated to be approximately $9.1 million. PPLC will
fund such amount through funds received from Norton. Norton will obtain such
funds from Saint-Gobain and Saint-Gobain's affiliates. Saint-Gobain will obtain
such funds from internally generated funds of existing resources.
Item 4. Purpose of Transaction.
On July 25, 2000, Norton, PPLC and the Issuer entered into an Agreement
and Plan of Merger (the "Merger Agreement"). The Merger Agreement contemplates
an acquisition of the Issuer by Norton (the "Acquisition") at a price of $18.25
per share in cash, which will be effected by (i) a tender offer (the "Offer")
by PPLC for all of the issued and outstanding Shares (other than the Shares
owned by Saint-Gobain or one of its subsidiaries or held by the
5
<PAGE>
Issuer as treasury stock), and (ii) a merger of PPLC with and into the Issuer
(the "Merger"). The Merger Agreement is attached as Exhibit 1.
On July 25, 2000, PPLC entered into a Voting Agreement with all of the
directors and certain officers (the "Stockholders") of the Issuer, (the "Voting
Agreement"). The Voting Agreement is attached as Exhibit 2. The Stockholders
and the number of Shares or options owned by such Stockholders (the
"Stockholder Shares") are as set forth Exhibit 3. Pursuant to the Voting
Agreement, on the terms set forth therein, each of the Stockholders irrevocably
and unconditionally has agreed to vote or cause to be voted all Stockholder
Shares that such Stockholder is entitled to vote at the time of any vote where
such matters arise (i) in favor of the approval and adoption of the Merger
Agreement and the transactions contemplated thereby, (ii) against any proposal
or transaction which would be reasonably likely to prevent or delay the
consummation of the transactions contemplated by the Merger Agreement and (iii)
against any (a) Alternative Transaction (as defined in the Merger Agreement),
(b) corporate action the consummation of which would frustrate the purposes, or
prevent or delay the consummation, of the transactions contemplated by the
Merger Agreement or (c) other matter relating to, or in connection with, any of
the matters referred to in clauses (a) and (b) above. The Voting Agreement does
not limit or restrict any Stockholder's ability to act or vote in his capacity
as an officer or director of the Issuer in any manner he so chooses.
Additionally, each Stockholder irrevocably grants a proxy, appointing PPLC
as such Stockholder's attorney-in- fact and proxy, with full power of
substitution, for and in such Stockholder's name, to vote, express, consent or
dissent, or otherwise to utilize such voting power in such manner and upon any
of the matters relating to the Offer or the Merger, as PPLC or its proxy or
substitute shall, in PPLC's sole discretion, deem proper with respect to the
Stockholder Shares. Such proxy is irrevocable until termination of the Voting
Agreement. The proxy granted by each Stockholder is granted in consideration of
PPLC's entering into the Merger Agreement and to secure such Stockholder's
performance of his agreement and duty to vote or cause to be voted (including
by written consent) of his Stockholder Shares in favor of the Merger. As of
July 25, 2000, each of the Stockholders owned the Shares as set forth above,
representing collectively 6.8% of the then outstanding Shares.
Item 5. Interest in Securities of the Issuer.
(a)(i) Saint-Gobain has acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially owns 503,988 Shares,
representing approximately 6.8% of the outstanding Shares of the Issuer.
(a)(ii) Norton has acquired and, for the purpose of Rule 13d-3 promulgated
under the Exchange Act, beneficially owns 503,988 Shares, representing
approximately 6.8% of the outstanding Shares of the Issuer.
(a)(iii) PPLC has acquired and, for the purpose of Rule 13d-3 promulgated
under the Exchange Act, beneficially owns 503,988 Shares, representing
approximately 6.8% of the outstanding Shares of the Issuer.
Except as set forth in this Item 5(a) and in Item 5(c), none of the
Reporting Persons, nor any other person controlling any Reporting Person nor,
to the best knowledge of any Reporting Person, any persons named in Schedule A,
Schedule B or Schedule C hereto, owns beneficially any Shares.
(b)(i) Saint-Gobain has shared power to vote and dispose of 503,988
Shares.
(b)(ii) Norton has shared power to vote and dispose of 503,988 Shares.
(b)(iii) PPLC has shared power to vote and dispose of 503,988 Shares.
(c) Except for the 503,988 Shares subject to the Voting Agreement
described in Item 4 above, during the past sixty days, none of the Reporting
Persons nor, to the best knowledge of any of the Reporting Persons, any of the
persons set forth on Schedule A, Schedule B or Schedule C has effected any
transactions in the Shares.
(d) Inapplicable.
6
<PAGE>
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relation-ships
with Respect to Securities of the Issuer.
Except for the arrangements described in Item 4 above, to the best
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons
enumerated in Item 2, and any other person, with respect to any securities of
the Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Agreement and Plan of Merger dated as of July 25, 2000
between Norton, PPLC and the Issuer.*
Exhibit 2: Voting Agreement dated as of July 25, 2000, between PPLC
and all of the directors and certain officers of Issuer.*
Exhibit 3: Stockholder Shares and options as of July 25, 2000.
---------
* Incorporated by reference to the Tender Offer Statement on Schedule TO of
Norton and PPLC filed with the Commission on August 2, 2000.
7
<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 4, 2000
NORTON COMPANY
By: /s/ GEORGE B. AMOSS
-------------------------------------
Name: George B. Amoss
Title: Vice President, Finance
PPLC ACQUISITION CORP.
By: /s/ GEORGE B. AMOSS
-------------------------------------
Name: George B. Amoss
Title: Vice President and Chief
Financial Officer
COMPAGNIE DE SAINT GOBAIN
By: /s/ GIANPAOLO CACCINI
-------------------------------------
Name: Gianpaolo Caccini
Title: Senior Vice President
8
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF SAINT-GOBAIN COMPANY
The name, business address, current principal occupation or employment and
five-year employment history of each director and executive officer of
Saint-Gobain, Inc. and certain other information are set forth below. All
directors and officers listed below are citizens of France, except Mr. Breuer,
who is a citizen of Germany, Mr. Leal Maldonado, who is a citizen of Spain, Mr.
Neeteson, who is a citizen of The Netherlands, Mr. Dachowski, who is a citizen
of the United Kingdom, and Messrs. Caccini and Caliari, who are a citizens of
Italy. Directors are identified by an asterisk.
Present Principal Occupation or Employment and
Name and Business Address Five-Year Employment History
------------------------- ----------------------------------------------
*Jean-Louis Beffa Chairman and Chief Executive Officer of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain.
Les Miroirs
92096 La Defense Cedex
(France)
*Isabelle Bouillot Vice President of Caisse des Depots et
Caisse des Depots et Consignations (1996-present); and Director of
Consignations Budget at the Ministry of Finances (until
57, rue de Lille 1996).
75007 Paris (France)
*Dr. Rolf E. Breuer Chairman of the Management Board of Deutsche
Deutsche Bank AG Bank AG (1997-present) and Member of the
Taunusanlage 12 Management Board of Deutsche Bank AG.
60262 Frankfurt (Germany)
*Bernard Esambert Vice-Chairman of the Bollore Group.
Groupe Bollore
Tour Delmas
31-32 quai de Dion-Bouton
92811 Puteaux (France)
*Pierre Faurre Chairman and Chief Executive Officer of SAGEM.
SAGEM
6 avenue d'Iena
75783 Paris Cedex 16 (France)
*Eric d'Hautefeuille Chief Operating Officer of Compagnie de
Compagnie de Saint-Gobain Saint-Gobain (1998-present); Senior Vice
Les Miroirs President of Compagnie de Saint-Gobain
92096 La Defense Cedex (France) (1996-1998); and President of the Flat Glass
Division of Compagnie de Saint-Gobain (until
1996).
*Jose-Luis Leal Maldonado Chairman of the Spanish Banking Association
Centro Velasquez, 64-6o (1996-present).
E-28001 Madrid (Spain)
*Jacques-Louis Lions Professor at the College de France (Paris);
College de France President of the French Academy of Sciences
3 rue d'Ulm (1996-1998); and Vice President of The French
75005 Paris (France) Academy of Sciences (until 1996).
A-1
<PAGE>
Present Principal Occupation or Employment and
Name and Business Address Five-Year Employment History
------------------------- ----------------------------------------------
*Jean-Maurice Malot President of the Employees' and Former
Saint-Gobain Vitrage Employees' Stockholders Association and of the
Les Miroirs Supervisory Board of the Group Share Savings
92096 La Defense Cedex Plan Mutual Funds of Compagnie de Saint-Gobain
(France) (1997-present); and Manager of the French
Southern and Western subsidiaries of the Flat
Glass Division of Compagnie de Saint-Gobain.
*Jean-Marie Messier Chairman and Chief Executive Officer of
Vivendi Group Vivendi (1998-present) and of Cegetel (1998-
42, avenue de Friedland present); Chairman and Chief Executive Officer
75008 Paris (France) of Compagnie Generale des Eaux (until 1998).
*Gerard Mestrallet Chairman of the Management Board of Suez/
Suez/Lyonnaise des Eaux Lyonnaise des Eaux (1997-present); Chairman
1rue d'Astorg and Chief Executive Officer of Compagnie de
75008 Paris (France) Suez (1995-1997).
*Michel Pebereau Chairman and Chief Executive Officer of Banque
Banque Nationale de Paris Nationale de Paris.
16, boulevard des Italiens
75009 Paris (France)
*Bruno Roger Managing Partner of Lazard Freres & Cie.;
Lazard Freres & Cie. Managing Director of Lazard Freres & Co. LLC.
121 boulevard Haussmann
75008 Paris (France)
Gianpaolo Caccini Senior Vice President of Compagnie de
Saint-Gobain Corporation Saint-Gobain (1996-present); President of the
750 East Swedesford Road Abrasives Division of Compagnie de Saint-
Valley Forge, Pennsylvania 19482 Gobain (2000-present); Vice Chairman,
President and Chief Executive Officer of
Saint-Gobain Corporation (1996-present);
General Delegate of Compagnie de Saint-Gobain
for the United States and Canada
(1996-present); Chairman, President, Chief
Executive Officer and Director of Norton
Company (1996-present); and President of the
Fiber Reinforcement Division of Compagnie de
Saint-Gobain (until 1996).
Emile Francois Senior Vice President of Compagnie de
Poliet Saint-Gobain (1997-present); President of
Les Miroirs the Specialized Distribution Division of
92096 La Defense Cedex (France) Compagnie de Saint-Gobain (1997-present);
Chairman and Chief Executive Officer of
Poliet (1998-present); Chairman and Chief
Executive Officer of Lapeyre (1997-present);
and President of the Industrial Ceramics
Division of Compagnie de Saint-Gobain (until
1996).
Jean-Francois Phelizon Senior Vice President of Compagnie de
Compagnie de Saint-Gobain Saint-Gobain (1998-present); and Finance
Les Miroirs Director of Compagnie de Saint-Gobain.
92096 La Defense Cedex (France)
A-2
<PAGE>
Present Principal Occupation or Employment and
Name and Business Address Five-Year Employment History
------------------------- ----------------------------------------------
Claude Picot Senior Vice President of Compagnie de
Saint-Gobain Emballage Saint-Gobain (1996-present); and President
Les Miroirs of the Containers Division of Compagnie de
92096 La Defense Cedex (France) Saint-Gobain.
Bernard Field Corporate Secretary of Compagnie de
Compagnie de Saint-Gobain Saint-Gobain.
Les Miroirs
92096 La Defense Cedex (France)
Herve Gastinel Vice President, Corporate Planning of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1998-present);
Les Miroirs and Civil Services (until 1998).
92096 La Defense Cedex (France)
Jean-Paul Gelly Vice President, Human Resources of Compagnie
Compagnie de Saint-Gobain de Saint-Gobain (1998-present); and Managing
Les Miroirs Director of Saint-Gobain Development (until
92096 La Defense Cedex (France) 1998).
Jean-Claude Lehmann Vice President, Research of Compagnie de
Compagnie de Saint-Gobain Saint-Gobain.
Les Miroirs
92096 La Defense Cedex (France)
Robert Pistre Advisor to the Chairman of Compagnie de
Compagnie de Saint-Gobain Saint-Gobain (1998-present); and Vice
Les Miroirs President, Human Resources of Compagnie de
92096 La Defense Cedex (France) Saint-Gobain (until 1998).
Reinier-Paul Neeteson Vice President, International Development of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1999-present);
Les Miroirs General Delegate of Compagnie de Saint-Gobain
92096 La Defense Cedex (France) for Belgium, Netherlands, Luxembourg and
United Kingdom (1996-1999); and General
Delegate of Compagnie de Saint-Gobain for
Scandinavian countries (until 1996).
Jacques Aschenbroich President of the Flat Glass Division of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1996-present); and
Les Miroirs Chairman of the Management Board of Vegla GmbH
92096 La Defense Cedex (France) (until 1996).
Roberto Caliari President of the Reinforcements Division of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1996-present); and
Les Miroirs Manager of European and Korean Development of
92096 La Defense Cedex (France) the Fiber Reinforcement Division of Compagnie
de Saint-Gobain (until 1996).
A-3
<PAGE>
Present Principal Occupation or Employment and
Name and Business Address Five-Year Employment History
------------------------- ----------------------------------------------
Pierre-Andre de Chalendar Division Executive Vice President for the
Compagnie de Saint-Gobain Building Distribution Division of Compagnie
General Delegation for de Saint-Gobain for the United Kingdom and
United Kingdom and Ireland United States (2000-present); General
1 Thames Park Delegate of Compagnie de Saint-Gobain for the
Lester Way-Wallingford United Kingdom and Ireland (2000-present);
Oxfordshire OX 10 9TA Executive Vice President of Norton Company
United Kingdom (1996-present); President of the Abrasives
Division of Compagnie de Saint-Gobain
(1996-2000); Vice President of Saint-Gobain
Corporation (1996-1999).
Gilles Colas President of the Building Materials Division
Compagnie de Saint-Gobain of Compagnie de Saint-Gobain (1997-present);
Les Miroirs and Corporate Planning Director of Compagnie
92096 La Defense Cedex (France) de Saint-Gobain (until 1997).
Philippe Crouzet President of the Ceramics and Plastics
Compagnie de Saint-Gobain Division of Compagnie de Saint-Gobain
Les Miroirs (1996-present); and General Delegate of
92096 La Defense Cedex (France) Compagnie de Saint-Gobain for Spain and
Portugal (until 1996).
Peter R. Dachowski President of the Insulation Division of
Compagnie de Saint-Gobain Compagnie de Saint-Gobain (1996-present); and
Les Miroirs Executive Vice President of CertainTeed
92096 La Defense Cedex (France) Corporation.
Christian Streiff President of the Pipe Division of Compagnie
Pont-a-Mousson SA de Saint-Gobain (1997-present); and Managing
91 avenue de la Liberation Director of Saint-Gobain Emballage (until
54000 Nancy (France) 1997).
A-4
<PAGE>
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF NORTON COMPANY
The name, business address, current principal occupation or employment and
five-year employment history of each director and executive officer of Norton,
Inc. and certain other information are set forth below. All directors and
officers listed below are citizens of the United States, except for Mr.
Caccini, who is a citizen of Italy. Directors are identified by an asterisk.
Present Principal Occupation or Employment and
Name and Business Address Five-Year Employment History
------------------------- ----------------------------------------------
*Gianpaolo Caccini Chairman, President, Chief Executive Officer
Saint-Gobain Corporation and Director of Norton Company
750 E. Swedesford Road (1996-present); Senior Vice President of
Valley Forge, PA 19482-0101 present); Vice Chairman, Compagnie de
Saint-Gobain (1996-present); President of the
President and Chief Abrasives Division of
Compagnie de Saint-Gobain (2000-Executive
Officer of Saint-Gobain Corporation
(1996-present); General Delegate of Compagnie
de Saint-Gobain for the United States and
Canada (1996-present); Chairman, President
Chief Executive Officer and Director of
CertainTeed Corporation (1996-present); and
President of the Fiber Reinforcement Division
of Compagnie de Saint-Gobain (until 1996).
Robert C. Ayotte Executive Vice President of Norton Company
Saint-Gobain Industrial (1997-present); President and Chief Executive
Ceramics, Inc. Officer of Saint-Gobain Systems Division of
1600 West Lee Street the Industrial Ceramics, Inc.; Chairman and
Louisville, KY 40201-7409 Chief Executive Ceramics and Plastic Officer
of Purchaser (2000-present); President of the
Specialty Division of Compagnie de Crystals
and Process Saint-Gobain; President of
Performance Plastics Division of the Ceramics
and Plastic Division of Compagnie de
Saint-Gobain and Chairman and Chief Executive
Officer of Saint-Gobain Performance Plastics
Corporation (1997-present).
*George B. Amoss Vice President, Finance and Director of
Saint-Gobain Corporation Norton Company; Vice President, Finance of
750 E. Swedesford Road CertainTeed Corporation; Vice President,
Valley Forge, PA 19482-0101 Finance of Saint-Gobain Corporation; and Vice
President and Chief Financial Officer of
Purchaser (2000-present).
Dennis J. Baker Vice President of Norton Company; Vice
Norton Company President, Human Resources of Saint-Gobain
One New Bond Street Corporation; and Vice President, Human
Worcester, MA 01615-0008 Resources of the Abrasives Division of
Compagnie de Saint-Gobain.
F. Lee Faust Vice President of Norton Company; and Vice
Saint-Gobain Corporation President of Saint-Gobain Corporation.
750 E. Swedesford Road
Valley Forge, PA 19482-0101
B-1
<PAGE>
Present Principal Occupation or Employment and
Name and Business Address Five-Year Employment History
------------------------- ----------------------------------------------
Robert W. Fenton Vice President and Controller of Norton
Saint-Gobain Corporation Company (1996-present); and Vice President
750 E. Swedesford Rd. and Controller of Saint-Gobain Corporation
Valley Forge, PA 19482-0101 (1996-present); Financial Controller of
Compagnie de Saint-Gobain (until 1996).
James F. Harkins, Jr. Vice President and Treasurer of Norton
Saint-Gobain Corporation Company; Vice President and Treasurer of
750 E. Swedesford Rd. Purchaser (2000-present); Vice President and
Valley Forge, PA 19482-0101 Treasurer of Norton Company.
Mark E. Mathisen Vice President of Norton Company
Norton Company (1996-present); Vice President, North America
One New Bond Street and Vice President, Coated Abrasives,
Worcester, MA 01615-0008 Worldwide of the Abrasives Division of
Compagnie de Saint-Gobain (1997-present);
Vice President, Operations, North America of
the Abrasives Division of Compagnie de
Saint-Gobain (1996-present); and Vice
President, Manufacturing, Grinnell Flow
Control Division of Tyco International (until
1996).
John R. Mesher Vice President, General Counsel, Secretary
Saint-Gobain Corporation and Clerk of Norton Company; Vice President
750 E. Swedesford Road and Secretary of Purchaser (2000-present);
Valley Forge, PA 19482-0101 Vice-President, General Counsel and Secretary
of Saint-Gobain Corporation (1997-present);
and Vice President, Deputy General Counsel
and Secretary of Saint-Gobain Corporation
(until 1997).
Robert J. Panaro Vice President of Norton Company; Vice
Norton Company President - Finance and MIS of the Abrasives
One New Bond Street Division, North America, of Compagnie de
Worcester, MA 01615-0008 Saint-Gobain (1996-1999); Vice President and
Controller of Saint-Gobain Corporation (until
1996).
John J. Sweeney III Vice President and Assistant Treasurer of
Saint-Gobain Corporation Norton Company; Vice President of Saint-Gobain
750 E. Swedesford Rd. Corporation.
Valley Forge, PA 19482-0101
Dorothy C. Wackerman Vice President of Norton Company; and Vice
Saint-Gobain Corporation President of Saint-Gobain Corporation.
750 E. Swedesford Rd.
Valley Forge, PA 19482-0101
Michael J. Walsh Vice President of Norton Company; Vice
Saint-Gobain Corporation President of Saint-Gobain Corporation;
750 E. Swedesford Rd. Director of Risks and Assurances of Compagnie
Valley Forge, PA 19482-0101 de Saint-Gobain.
---------
1 Citizen of the United States.
B-2
<PAGE>
SCHEDULE C
DIRECTORS AND EXECUTIVE OFFICERS OF PPLC ACQUISITION CORP.
The name, business address, current principal occupation or employment and
five-year employment history of each director and executive officer of PPLC
Acquisition Corp. and certain other information are set forth below. All
directors and officers listed below are citizens of the United States.
Directors are identified by an asterisk.
Present Principal Occupation or Employment and
Name and Business Address Five-Year Employment History
------------------------- ----------------------------------------------
*Robert C. Ayotte Chairman of the Board, and Chief Executive
Saint-Gobain Ceramics & Officer of Purchaser (2000-present);
Plastics, Inc. Executive Vice President of Norton Company
1600 West Lee Street (1997-present); President and Chief Executive
Louisville, Ky 40201-7409 Officer of Saint-Gobain Ceramics and
Plastics, Inc.; Chairman and Chief Executive
Officer of Purchaser (1999-present);
President of Specialty Crystals and Process
Systems Division of the Ceramics and Plastics
Division of Compagnie de Saint-Gobain;
President of Performance Plastics Division of
the Ceramics and Plastics Division of
Compagnie de Saint-Gobain and Chairman and
Chief Executive Officer of Saint-Gobain
Performance Plastics Corporation
(1997-present).
Gerard Walsh President and Chief Operating Officer of
Saint-Gobain Performance Purchaser (2000-present); President and
Plastics Corporation Chief Operating Officer of Saint-Gobain
150 Dey Road Performance Plastics Corporation
Wayne, NJ 07470 (1998-present); Executive Vice President of
Performance Plastics Division of the Ceramics
and Plastics Division of Compagnie de Saint-
Gobain (1998-present); Business Director, Box
Sealing Systems, Masking and Packaging
Systems Divisions, 3M Company (until 1997).
George B. Amoss Vice President and Chief Financial Officer of
Saint-Gobain Corporation Purchaser (2000-present); Vice President,
750 E. Swedesford Road Finance and Director of Norton Company; Vice
Valley Forge, PA 19482-0101 President, Finance of CertainTeed Corporation
and Vice-President, Finance of Saint-Gobain
Corporation.
Mark V. Barter Vice President, Finance and Information
Saint-Gobain Industrial Systems of Purchaser (2000-present); Vice
Ceramics, Inc. President, Finance and Information Systems of
1199 S. Chillicothe Road Saint-Gobain Performance Plastics Corporation
Aurora, OH 44202 (1999-present); Vice President and Controller
of Saint-Gobain Ceramics & Plastics, Inc.
(1996-1999); Vice President, Finance and
Controller of Carborundum Corporation (1996-
1999); Vice President and Controller of
Saint-Gobain Advanced Materials Corporation
(until 1996).
James F. Harkins, Jr. Vice President and Treasurer of Purchaser
Saint-Gobain Corporation (2000-present); Vice President and Treasurer
750 East Swedesford Road of Norton Company; Vice President and
Valley Forge, PA 19482-0101 Treasurer of Saint-Gobain Corporation.
C-1
<PAGE>
John R. Mesher Vice President and Secretary of Purchaser
Saint-Gobain Corporation (2000-present); Vice-President, Secretary and
750 East Swedesford Road Clerk of Norton Company; Vice President,
Valley Forge, PA 19482-0101 General Counsel and Secretary of Saint-Gobain
Corporation (1997-present); and Vice
President, Deputy General Counsel and
Secretary of Saint-Gobain Corporation (until
1997).
C-2
