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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Final Amendment)
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
and
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
BERG ELECTRONICS CORP.
(Name of Subject Company)
BERG ACQUISITION CO.
(Bidder)
FRAMATOME CONNECTORS INTERNATIONAL S.A.
(Co-Bidder)
Common Stock, $0.01 Par Value per Share
Class A Common Stock, $0.01 Par Value per Share
(including associated rights to purchase Series A Junior Preferred Stock)
(Title of Class of Securities)
-----------------------
08372 L 10
08372 CLA
(Cusip number)
Alan H. Peltz
Berg Acquisition Co.
c/o Framatome Connectors USA Holding Inc.
55 Walls Drive
Suite 304
P.O. Box 320599
Fairfield, CT 06432-0599
Telephone: 203-319-3940
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
Copies to:
John J. McCarthy, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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SCHEDULE 13D
CUSIP No. 08372 L 10 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Berg Acquisition Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, 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
40,856,352
8 SHARED VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
40,856,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,856,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.2%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Page 2 of 8
SCHEDULE 13D
CUSIP No. 08372 L 10 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Framatome Connectors International S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, 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
Republic of France 7 SOLE VOTING POWER
40,856,352
8 SHARED VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
40,856,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,856,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Page 3 of 8
SCHEDULE 13D
CUSIP No. 08372 L 10 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Framatome S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, 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
Republic of France 7 SOLE VOTING POWER
40,856,352
8 SHARED VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
40,856,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,856,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.2%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Page 4 of 8
SCHEDULE 13D
CUSIP No. 08372 L 10 Page 5 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Framatome Connectors USA Holding Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, 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
NY 7 SOLE VOTING POWER
40,856,352
8 SHARED VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON WITH
40,856,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,856,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.2%
14 TYPE OF REPORTING PERSON*
HC, CC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Page 5 of 8
Berg Acquisition Co., Framatome Connectors International S.A., Framatome
S.A. and Framatome Connectors USA Holding Inc. hereby amend their Report on
Schedule 13D, originally filed on September 8, 1998 (the "Schedule 13D") with
respect to the response set forth in Item 3 of Schedule 13D. Terms not otherwise
defined herein have the meanings assigned to them in Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The text of Item 3 in the Schedule 13D is hereby deleted in its entirety
and the following is inserted in lieu thereof:
The total amount of funds required by Purchaser to purchase Shares pursuant
to the Offer and to pay related fees and expenses was approximately $1.5
billion. This amount was funded in part by a capital contribution in the amount
of 3,000M French francs (the "Capital Contribution") to Parent by Framatome. The
balance of the funds required by Purchaser, up to a maximum of 6,000M French
francs, was provided by Bayerische Landesbank Girozentrale Paris Branch ("BLB")
and Credit Commercial de France ("CCF" and, together with BLB, the "Lenders")
pursuant to a Bridge Loan Agreement dated as of September 30, 1998 among Parent
as Borrower, Framatome as Guarantor, BLB and CCF as Co-Arrangers and as Banks,
and CCF as Agent (the "Bridge Loan Agreement").
The Bridge Loan Agreement provides that the Lenders will make a loan to
Parent (the "Bridge Loan") in the maximum principal amount of 6,000M French
francs. All sums owed by Parent under the Bridge Loan must be repaid to the
Lenders by December 31, 1998. Any amounts borrowed under the Bridge Loan will be
secured by a guaranty from Framatome. Interest on the principal amount borrowed
under the Bridge Loan will accrue at a floating annual rate (based on a 360-day
year) equal to the Paris InterBank Offered Rate or the average of the rates
quoted by the Reference Banks (as defined in the Bridge Loan Agreement) for
French franc deposits on the Paris interbank market, in each case plus 0.15%.
The Lenders have committed (the "Commitment") to finance the repayment of
any amounts outstanding under the Bridge Loan through the purchase of a bond
(the "Bond") to be issued by Parent and guaranteed by Framatome. Pursuant to the
Commitment, the Bond will have a term of four years at a floating rate of
interest equal to the Paris InterBank Offered Rate plus .225%.
Item 5. Interest in Securities of the Issuer.
The text of paragraphs (a) and (b) of Item 5 in the Schedule 13D is hereby
deleted in its entirety and the following is inserted in lieu thereof:
(a) For the purpose of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons
beneficially owns 39,058,494 shares of Common Stock and 1,908,554 shares of
Class A Stock (which shares of Class A Stock are convertible as of the date of
this filing into approximately 1,797,858 shares of Common Stock), representing
approximately 99.2% of the shares of Common Stock outstanding as of August 24,
1998 (assuming the conversion of all outstanding shares of Class A Stock into
Common Stock).
Except as set forth in this Item 5(a), none of the Reporting Persons, nor
any other person controlling a Reporting Person, nor, to the best of the
knowledge of the Reporting Persons, any persons named in Schedule A hereto owns
beneficially any shares of Common Stock or Class A Stock.
(b) The Reporting Persons have sole power to vote and to dispose of
39,058,494 shares of Common Stock and 1,908,554 shares of Class A Stock.
Page 6 of 8
This Final Amendment amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") originally filed with the Securities and
Exchange Commission on September 2, 1998 and previously amended on October 1,
1998, October 6, 1998 and October 9, 1998 by Berg Acquisition Co., a Delaware
corporation ("Purchaser"), and Framatome Connectors International S.A., a
corporation organized under the laws of the Republic of France ("Parent"),
relating to the offer by Purchaser (the "Offer") to purchase all of the issued
and outstanding shares of Common Stock, par value $0.01 per share (the "Common
Shares"), of Berg Electronics Corp. (the "Company") at $35.00 per Common Share,
net to the seller in cash, and all of the issued and outstanding shares of Class
A Common Stock, par value $0.01 per share (the "Class A Shares" and, together
with the Common Shares, the "Shares"), of the Company at $32.965 per Class A
Share, net to the seller in cash, including in each case the associated rights
to purchase Series A Junior Preferred Stock issued pursuant to the Rights
Agreement dated as of December 22, 1997 and amended August 27, 1998, between the
Company and Harris Trust and Savings Bank, 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 as Exhibits
(a)(1) and (a)(2), respectively, to the Schedule 14D-1.
All capitalized terms used in this Final Amendment without definition have
the meanings attributed to them in the Schedule 14D-1.
The items of the Schedule 14D-1 set forth below are hereby amended and
supplemented as follows:
Item 6. Interest in Securities of the Subject Company.
The Offer expired on October 9, 1998. As of October 15, 1998, a
total of 39,058,494 Common Shares and 1,908,554 Class A Shares,
including shares for which certificates were delivered to the
Depositary pursuant to the Offer's guaranteed delivery procedure, had
been validly tendered and not withdrawn. Such shares represent
approximately 99.1% of the 39,398,204 outstanding Common Shares and
100% of the 1,908,554 outstanding Class A Shares. The Purchaser has
accepted for purchase all of such shares.
Item 11. Material to Be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to
add a new Exhibit as follows:
(a)(11) Text of Press Release issued by Purchaser and Parent
dated October 10, 1998.
Page 7 of 8
SIGNATURE
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.
Dated: October 19, 1998
BERG ACQUISITION CO.
By: /s/ Phillipe Anglaret
------------------------
Name: Phillipe Anglaret
Title: Chairman of the
Board and President
FRAMATOME CONNECTORS INTERNATIONAL S.A.
By: /s/ Phillippe Anglaret
------------------------------------
Name: Philippe Anglaret
Title: Chairman and President
FRAMATOME S.A.
By: /s/ Dominique Vignon
------------------------------------
Name: Dominique Vignon
Title: Chairman and Chief Executive
Officer
FRAMATOME CONNECTORS USA HOLDING INC.
By: /s/ Philippe Anglaret
------------------------------------
Name: Philippe Anglaret
Title: President and Chief
Executive Officer
Page 8 of 8
EXHIBIT (a)(11)
For Immediate Release
Saturday, October 10, 1998
FCI (FRAMATOME CONNECTORS INTERNATIONAL) TENDER OFFER FOR BERG ELECTRONICS
COMPLETED
Paris, France, October 10, 1998 - FCI (Framatome Connectors
International) today announced that the cash tender offer commenced on September
2, 1998 by FCI to purchase all of the outstanding shares of common stock of Berg
Electronics Corp. (NYSE:BEI) for $35.00 per share, and all of the outstanding
shares of Class A common stock of Berg Electronics Corp. for $32.965 per share
expired as scheduled on Friday, October 9, 1998.
The applicable waiting period under the US Hart-Scott-Rodino Antitrust
Improvements Act relating to the transaction expired on September 17, 1998 and
the European Commission adopted a clearance decision with respect to the tender
offer on October 8, 1998.
FCI has accepted for purchase all of the outstanding shares of common
stock and Class A common stock of Berg Electronics validly tendered and not
withdrawn prior to the expiration of the offer. Payment for such shares will be
made promptly in accordance with the terms of the offer.
39,152,764 shares of Berg Electronics common stock (representing
approximately 99.4% of the outstanding primary shares of common stock) and
1,908,554 shares of Berg Electronics Class A common stock (representing 100% of
the outstanding shares of Class A common stock) were tendered and not withdrawn
in the tender offer. FCI expects that the merger between its indirect
wholly-owned subsidiary, Berg Acquisition Co., and Berg Electronics will occur
promptly. The value of the transaction is approximately $1.85 billion, including
the assumption of outstanding debt.
FCI, a wholly-owned subsidiary of Framatome S.A., is the world's third
largest connector company with sales of over $1 billion in 1997, serving the
electronic, automotive, microelectronics, electrical and aerospace industries.
Headquartered in Paris, France, FCI employs 8,500 people and has operations in
the Americas, Europe and Asia. After completion of the acquisition, FCI will
become the world's second largest connector company. FCI and Berg have
complementary activities and customers in the Americas, Asia and Europe. The
acquisition will strengthen FCI's position in the electronics business,
particularly in the Americas and in Asia.
Berg Electronics Corp., which manufactures connector, socket and cable
assembly products and had 1997 sales of $785 million, serves all segments of the
telecommunications, data, industrial and instrumentation markets. Berg employs
approximately 7,800 people at its manufacturing and assembly facilities around
the world.
CONTACT:
Sophie Tran-Dinh
Tel.: 33 (0) 1 47 96 36 11
Fax: 33 (0) 1 47 96 52 39
Email: [email protected]
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