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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(D)(1) or 13(E)(1) of
the Securities Exchange Act of 1934
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)
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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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<CAPTION>
Transaction Valuation* Amount of Filing Fee**
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<S> <C>
$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.
[_]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.
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<S> <C> <C> <C>
Amount Previously Paid: Not applicable. Filing Party: Not applicable.
Form or Registration No.: Not applicable. Date Filed: Not applicable.
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[_]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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TENDER OFFER
This Tender Offer Statement on Schedule TO (the "Schedule TO") relates to
an offer by PPLC Acquisition Corp., a Delaware corporation (the "Purchaser")
and an indirect wholly owned subsidiary of Norton Company, a Massachusetts
corporation ("Parent"), which is an indirect wholly owned subsidiary of
Compagnie de Saint-Gobain, a French corporation ("Saint-Gobain"), to purchase
all outstanding shares of common stock, par value $0.10 per share (the
"Shares") of Chemfab Corporation, a Delaware corporation (the "Company"), at
$18.25 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase (the "Offer to Purchase") and in
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(l) and (a)(2)(which are herein collectively referred to as the
"Offer").
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the items of this Statement, except as otherwise set forth
below.
Item 12. Materials to be Filed as Exhibits.
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<C> <S>
(a)(1) Offer to Purchase dated August 2, 2000.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
(a)(4) 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.
(b) Not applicable.
(c) Not applicable.
(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 February 2, 2000, between
the Company and Saint-Gobain Performances Plastics Corporation.
(d)(4) Confidentiality Agreement, dated as of March 14, 2000, between the
Company and Saint-Gobain Performance Plastics Corporation.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
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2
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 2, 2000
PPLC Acquisition Corp.
/s/ George B. Amoss
By: _________________________________
Name: George B. Amoss
Title: Vice President and Chief
Financial Officer
Norton Company
/s/ George B. Amoss
By: _________________________________
Name: George B. Amoss
Title: Vice President, Finance
Compagnie de Saint-Gobain
/s/ Gianpaolo Caccini
By: _________________________________
Name: Gianpaolo Caccini
Title: Senior Vice President
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EXHIBIT INDEX
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<CAPTION>
Exhibit No.
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<C> <S>
(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 February 2, 2000,
between the Company and Saint-Gobain Performance Plastics
Corporation.
(d)(4) Confidentiality Agreement, dated as of March 14, 2000, between
the Company and Saint-Gobain Performance Plastics Corporation.
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