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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 3)
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
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)
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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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This Amendment No.3 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 (as amended on October 1, 1998 and
further amended on October 6, 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 Amendment No.3 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 10. Additional Information.
Item 10(b)-(c) of the Schedule 14D-1 is hereby amended and supplemented to
reflect European Commission clearance by adding the following text thereto:
Pursuant to the requirements of the European Merger Regulation,
Purchaser filed a notification with respect to the Offer and Merger
with the European Commission on September 9, 1998. On October 8, 1998,
the European Commission adopted a clearance decision with respect to
the Offer and Merger.
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)(10) Text of Press Release issued by Parent dated October 9, 1998.
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 9, 1998
BERG ACQUISITION CO.
By: /s/ Philippe Anglaret
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Name: Philippe Anglaret
Title: Chairman of the Board and President
FRAMATOME CONNECTORS INTERNATIONAL S.A.
By: /s/ Philippe Anglaret
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Name: Philippe Anglaret
Title: Chairman and President
FRAMATOME S.A.
By: /s/ Dominique Vignon
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Name: Dominique Vignon
Title: Chairman and Chief Executive Officer
FRAMATOME CONNECTORS USA HOLDING INC.
By: /s/ Philippe Anglaret
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Name: Philippe Anglaret
Title: President and Chief Executive Officer
Exhibit (a)(10)
For Immediate Release
Friday, October 9, 1998
EUROPEAN COMMISSION ADOPTS CLEARANCE DECISION FOR TENDER OFFER BY
FRAMATOME CONNECTORS INTERNATIONAL (FCI) FOR BERG ELECTRONICS
Paris, France, October 9, 1998 - Framatome Connectors International
S.A. (FCI) today announced the adoption by the European Commission of a
clearance decision with respect to the tender offer commenced on September
2, 1998 for the acquisition of Berg Electronics Corp.
FCI, a wholly-owned subsidiary of Framatome S.A., is the world's third
largest connector company with sales of over $1 billion, serving the
electronic, automotive, electrical and aerospace industries. Headquartered
in Paris, France, FCI employs 8,500 people and has operations in the
Americas, Europe and Asia.
CONTACT:
Sophie Tran-Dinh
Tel: 33 (0) 1 47 96 36 11
Fax: 33 (0) 1 47 96 52 39
http://www.fciconnect.com
