CHEMFAB CORP
SC 13D/A, 2000-08-31
TEXTILE MILL PRODUCTS
Previous: CHANCELLOR CORP, 10KSB/A, EX-11, 2000-08-31
Next: CHEMFAB CORP, 3, 2000-08-31





================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------


                                  SCHEDULE 13D
                                 (Rule 13d-101)
                                   Amendment 2

             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)

                                 August 29, 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: [ ]


================================================================================


<PAGE>

                                  SCHEDULE 13D

CUSIP No.   16361L102                                   Page  2  of  10    Pages



 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|

 3        SEC USE ONLY


 4        SOURCE OF FUNDS*

          WC

 5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
          PURSUANT TO ITEMS 2(d) or 2(e)          [ ]


 6        CITIZENSHIP OR PLACE OF ORGANIZATION

          FRANCE

            NUMBER OF SHARES             7         SOLE VOTING POWER
       BENEFICIALLY OWNED BY EACH
          REPORTING PERSON WITH          8         SHARED VOTING POWER

                                                   7,126,422

                                         9         SOLE DISPOSITIVE POWER

                                        10         SHARED DISPOSITIVE POWER

                                                   7,126,422

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          7,126,422

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          94%

14        TYPE OF REPORTING PERSON*

          CO



                                        2


                                  SCHEDULE 13D

No.   16361L102                                             Page 3 of 10 Pages


 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|

 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

            NUMBER OF SHARES             7         SOLE VOTING POWER
       BENEFICIALLY OWNED BY EACH
          REPORTING PERSON WITH
                                         8         SHARED VOTING POWER

                                                   7,126,422

                                         9         SOLE DISPOSITIVE POWER

                                        10         SHARED DISPOSITIVE POWER

                                                   7,126,422

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          7,126,422

12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          94%

14        TYPE OF REPORTING PERSON*

          CO


                                        3


                                  SCHEDULE 13D

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

            NUMBER OF SHARES             7         SOLE VOTING POWER
       BENEFICIALLY OWNED BY EACH
          REPORTING PERSON WITH          8         SHARED VOTING POWER

                                                   7,126,422

                                         9         SOLE DISPOSITIVE POWER

                                        10         SHARED DISPOSITIVE POWER

                                                   7,126,422

11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           7,126,422

12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
           SHARES*                                                      [ ]

13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

           94%

14         TYPE OF REPORTING PERSON*

           CO

                                        4

<PAGE>



      This Amendment No. 2 ("Amendment No. 2") to the Statement on Schedule 13D
amends and supplements the Statement on Schedule 13D originally filed with the
Securities and Exchange Commission on August 4, 2000, as amended by Amendment
No. 1, filed on August 4, 2000, by PPLC Acquisition Corp., a Delaware
corporation ("PPLC") and an indirect wholly owned subsidiary of Norton Company,
a Massachusettes corporation ("Norton") and an indirect wholly owned subsidiary
of Compagnie de Saint-Gobain, a French corporation (PPLC, Norton and
Saint-Gobain together, the "Reporting Persons").

   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 7,126,422 Shares,
representing approximately 94% 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 7,126,422 Shares, representing
approximately 94% 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 7,126,422 Shares, representing approximately
94% 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 7,126,422 Shares.

  (b)(ii) Norton has shared power to vote and dispose of 7,126,422  Shares.

 (b)(iii) PPLC has shared power to vote and dispose of 7,126,422 Shares.

      (c) Except (i) as described above and (ii) for the 503,988 Shares subject
to the Voting Agreement described in Item 4 of the original Schedule 13D filed
on August 4, 2000, 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.

     (e)    Inapplicable.

                                        5

<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 31, 2000

                                     NORTON COMPANY


                                     By:  /s/ John R. Mesher
                                       -------------------------------------
                                          Name:    John R. Mesher
                                          Title:   Vice President


                                     PPLC ACQUISITION CORP.


                                     By:   /s/ John R. Mesher
                                      --------------------------------------
                                          Name:    John R. Mesher
                                          Title:   Vice President and Secretary


                                     COMPAGNIE DE SAINT GOBAIN


                                     By:   /s/ GIANPAOLO CACCINI
                                      --------------------------------------
                                          Name:    Gianpaolo Caccini
                                          Title:   Senior Vice President



                                        6

<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


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission