================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
Amendment No. 5 to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1) of the Securities Exchange Act of 1934
and
Amendment No. 5 to
SCHEDULE 13D
under the Securities Exchange Act of 1934
-----------
Sybron Chemicals Inc.
(Name of Subject Company (Issuer))
Project Toledo Acquisition Corp.
Bayer Corporation
Bayer Aktiengesellschaft
(Names of Filing Persons (Offerors))
-----------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
-----------
870903101
(Cusip Number of Class of Securities)
-----------
Bruce A. Mackintosh, Esq.
Bayer Corporation
100 Bayer Road
Pittsburgh, PA 15205-9741
Telephone: (412) 777-2000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Daniel P. Cunningham, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019-7475
Telephone: (212) 474-1000
---------------------------
October 18, 2000
---------------------------
<PAGE>
2
|_| Check the box if the filing relates 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.
|X| 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: |_|
================================================================================
<PAGE>
3
Project Toledo Acquisition Corp., a Delaware corporation (the
"Purchaser"), Bayer Corporation, an Indiana corporation ("Parent"), and Bayer
Aktiengesellschaft, a company organized under the laws of the Federal Republic
of Germany ("Bayer AG"), hereby amend and supplement their Tender Offer
Statement on Schedule TO (the "Schedule TO") and their Schedule 13D, in each
case, originally filed on September 8, 2000. The Schedule TO relates to the
offer by the Purchaser to purchase all outstanding shares of common stock, par
value $.01 per share (the "Shares"), of Sybron Chemicals Inc., a Delaware
corporation (the "Company"), together with the associated rights (the "Rights")
to purchase Series A Junior Participating Preferred Stock pursuant to the Rights
Agreement, at $35 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated September 8, 2000 (the "Offer to Purchase"), and in the related
Letter of Transmittal. Capitalized terms used, and not otherwise defined, herein
have the meanings assigned thereto in the Offer to Purchase.
Item 11. Additional Information.
Item 11 to the Schedule TO is hereby amended and supplemented by the
following:
On October 18, 2000, Parent announced that the waiting period under
the HSR Act applicable to the Offer expired at 11:59 p.m., New York City time,
October 17, 2000, and issued a press release, a copy of which is attached hereto
as Exhibit (a)(1)(L) and is incorporated herein by reference.
Item 12. Exhibits.
(a)(1)(L) Press Release issued by Parent on October 18, 2000.
<PAGE>
4
SIGNATURES
After due 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.
PROJECT TOLEDO ACQUISITION CORP.,
By: /s/ John L. Williams
-------------------------------
Name: Dr. John L. Williams
Title: President
BAYER CORPORATION,
By: /s/ E.L. Foote, Jr.
-------------------------------
Name: E.L. Foote, Jr.
Title: Executive Vice President
BAYER AKTIENGESELLSCHAFT,
By: /s/ Roland Hartwig
-------------------------------
Name: Dr. Roland Hartwig
Title: General Counsel
Dated: October 18, 2000
<PAGE>
5
EXHIBIT INDEX
Exhibit No. Document
(a)(1)(L) Press Release issued by Parent on October 18, 2000.
