<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DEFIANCE, INC.
--------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
--------------------------------------------------
(Title of Class of Securities)
244662-10-2
------------------------------------
(CUSIP Number)
TODD M. DUCHENE
LIBERTY LANE
HAMPTON, NH 03842
(603) 926-5911
-------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 7, 1999
-------------------------------------------------------------------
(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
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see Notes).
<PAGE> 2
SCHEDULE 13D
- ----------------------------------
CUSIP No. 244662-10-2
- ----------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PAUL M. MONTRONE
SANDRA G. MONTRONE
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) / /
GROUP* (b) / X /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7
SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------------
SHARES
BENEFICIALLY 8
OWNED BY SHARED VOTING POWER
EACH 1,046,587 SHARES
REPORTING -----------------------------------------------------------------
PERSON WITH 9
SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10
SHARED DISPOSITIVE POWER
1,046,587 SHARES
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,046,587 SHARES
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
16.2 %
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
- ----------------------------------
CUSIP No. 244662-10-2
- ----------------------------------
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D is filed with respect to the common
stock, par value $0.05 per share (the "Shares"), of Defiance, Inc., a Delaware
corporation (the "Company"). The principal executive office of the Company is
1111 Chester Avenue, Suite 750, Cleveland, Ohio 44114.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is filed by Paul M. Montrone ("Mr.
Montrone") and Sandra G. Montrone ("Mrs. Montrone"), each with a business
address of Liberty Lane, Hampton, New Hampshire 03842 (each individually a
"Filing Person", and together the "Filing Persons"). Mr. Montrone is the Chief
Executive Officer of Fisher Scientific International Inc., which is located at
Liberty Lane, Hampton, New Hampshire 03842. Mrs. Montrone is the wife of Mr.
Montrone. Both of the Filing Persons are citizens of the United States. Pursuant
to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), each Filing Person affirms that this report is being filed
on such Filing Person's behalf.
During the last five years, neither of the Filing Persons has been (i)
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), or (ii) 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 federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 ("Source and Amount of Funds")
of the Offer to Purchase, dated January 13, 1999 (the "Offer to Purchase")
relating to the Shares is incorporated herein by reference. The Offer to
Purchase is filed as Exhibit 1 hereto.
ITEM 4. PURPOSE OF THE TRANSACTION.
The information set forth in the Introduction, Section 7 ("Purpose of
the Offer; Plans for the Company; Effect of the Offer on the Market for the
Shares; Stock Quotation; Exchange Act Registration; Margin Regulations"),
Section 11 ("Contacts and Transactions with the Company; Background of the
Offer"), Section 12 ("The Merger Agreement; The Stockholders Agreement") and
Section 13 ("Dividends and Distributions") of the Offer to Purchase is
incorporated herein by reference.
Except as disclosed herein, neither of the Filing Persons has any plans
or proposals which relate to or would result in any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
2
<PAGE> 4
SCHEDULE 13D
- ----------------------------------
CUSIP No. 244662-10-2
- ----------------------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Purchaser, Parent and Oak Parent") and Section 11
("Contracts and Transactions with the Company; Background of the Offer") of, and
Schedule I to, the Offer to Purchase is incorporated herein by reference.
As of January 7, 1999, each of the Filing Persons may be deemed to
beneficially own 1,046,587 Shares, or approximately 16.2% of the Shares
outstanding on a fully diluted basis (such basis assumes all Shares underlying
vested and unvested stock options are issued and outstanding). This beneficial
ownership is based on certain transactions (described below) which have been
entered into by certain entities that the Filing Persons may be deemed to
control.
On January 7, 1999, DN Acquisition Corporation (the "Purchaser") and
New Hampshire Oak, Inc. ("Parent") entered into a Stockholders Agreement (the
"Stockholders Agreement") with each of Jerry A. Cooper, Thomas H. Roulston II,
Scott D. Roulston, Michael J. Meier, John D. Ong, George H. Lewis III, James E.
Heighway, Richard W. Lock, Clifford Schumacher, James L. Treece, Carl A.
Rispoli, Fred Burke, Roger Drummer, Michael Madden, Michael Pavlica, David
Piacenti, Benjamin Scherschel, Janice Schneikart and Phillip Tomczak
(collectively, the "Selling Stockholders"), pursuant to which such Selling
Stockholders have agreed with the Purchaser and Parent to tender to the
Purchaser pursuant to the Offer (as defined in the Offer to Purchase) all of the
Shares (including Shares underlying options issued to such selling Stockholders)
owned beneficially and of record by them and have granted to the Purchaser an
irrevocable option, exercisable upon the occurrence of certain trigger events,
to purchase all of the Shares (including Shares underlying options issued to
such selling Stockholders) owned beneficially and of record by them in each case
at a price of $9.50 per Share (representing an aggregate of 1,046,587 Shares, or
approximately 16.2% of the Shares outstanding on a fully diluted basis (such
basis assumes all Shares underlying vested and unvested stock options are issued
and outstanding) as of January 7, 1999). The foregoing is qualified in its
entirety by reference to the Stockholders Agreement which is filed as Exhibit 3
hereto and incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Filing Persons may be deemed to control the Purchaser and Parent.
The information set forth in the Introduction, Section 9 ("Certain
Information Concerning the Purchaser , Parent and Oak Parent"), Section 11
("Contacts and Transactions with the Company; Background of the Offer"), Section
10 ("Source and Amount of Funds"), Section 12 ("The Merger Agreement; The
Stockholders Agreement") and Section 16 ("Fees and Expenses") of the Offer to
Purchase is incorporated herein by reference. Except as set forth in the
Introduction and Sections 9, 10, 11, 12 and 16 of the Offer to Purchase, none of
the Filing Persons, has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of the Company (including,
but not limited to, any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any such securities, joint ventures,
loans or option
3
<PAGE> 5
SCHEDULE 13D
- ----------------------------------
CUSIP No. 244662-10-2
- ----------------------------------
arrangements, puts or calls, guarantees of loans, guarantee agreements or any
giving or withholding of proxies).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Offer to Purchase, dated January 13, 1999 (incorporated herein by
reference to Exhibit 11(a)(1) to the Schedule 14D-1 filed by The
General Chemical Group Inc. in relation to the Shares, File No.
005-36744).
2. Stockholders Agreement, dated January 7, 1999 (incorporated herein by
reference to Exhibit 11(c)(2) to the Schedule 14D-1 filed by The
General Chemical Group Inc. in relation to the Shares, File No.
005-36744).
3. Joint Filing Agreement, dated as of January 14, 1999, among the Filing
Persons.
4. Agreement and Plan of Merger, dated January 7, 1999 (incorporated
herein by reference to Exhibit 11(c)(1) to the Schedule 14D-1 filed by
The General Chemical Group Inc. in relation to the Shares, File No.
005-36744).
4
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 14, 1999
/s/ PAUL M. MONTRONE
---------------------------------
Paul M. Montrone
/s/ SANDRA G. MONTRONE
---------------------------------
Sandra G. Montrone
<PAGE> 7
INDEX OF EXHIBITS
1. Offer to Purchase, dated January 13, 1999 (incorporated herein by
reference to Exhibit 11(a)(1) to the Schedule 14D-1 filed by The
General Chemical Group Inc. in relation to the Shares, File No.
005-36744).
2. Stockholders Agreement, dated January 7, 1999 (incorporated herein by
reference to Exhibit 11(c)(2) to the Schedule 14D-1 filed by The
General Chemical Group Inc. in relation to the Shares, File No.
005-36744).
3. Joint Filing Agreement, dated as of January 14, 1999, among the Filing
Persons.
4. Agreement and Plan of Merger, dated January 7, 1999 (incorporated
herein by reference to Exhibit 11(c)(1) to the Schedule 14D-1 filed by
The General Chemical Group Inc. in relation to the Shares, File No.
005-36744).
<PAGE> 1
Exhibit 3
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the Statement on
Schedule 13D to which this exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
Dated: January 14, 1999
/s/ PAUL M. MONTRONE
-----------------------------------
Paul M. Montrone
/s/ SANDRA G. MONTRONE
-----------------------------------
Sandra G. Montrone
