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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
(Amendment No. 1)
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. 1 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 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. 1 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 4. Source and Amount of Funds or Other Consideration.
The text of Section 9 "Source and Amount of Funds" of the Offer to
Purchase 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 is estimated to be
approximately $1.5 billion. This amount will be funded in part by a capital
contribution in the amount of 3,000M French francs (the "Capital Contribution")
to Parent by its parent, Framatome S.A., a company organized under the laws of
the Republic of France ("Framatome"). The balance of the funds required by
Purchaser, up to a maximum of 6,000M French francs, will be 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 10. Additional Information.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by adding
the following text thereto:
On October 1, 1998, Purchaser and Parent issued a press release, a
copy of which is attached hereto as Exhibit (a)(9) and is incorporated
herein by reference.
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)(9) Text of Press Release issued by Purchaser and Parent dated
October 1, 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 1, 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)(9)
For Immediate Release
Thursday, October 1, 1998
FRAMATOME CONNECTORS INTERNATIONAL EXTENDS CLOSING DATE
FOR BERG ELECTRONICS TENDER OFFER TO OCTOBER 9, 1998
Paris, France, October 1, 1998 - Framatome Connectors International S.A.
(FCI) today announced the extension of the tender offer commenced on September
2, 1998 by FCI and its indirect wholly-owned subsidiary, Berg Acquisition Co.,
to purchase all of the outstanding shares of common stock of Berg Electronics
Corp. (NYSE:BEI) for $35.00 per share, net to the seller in cash, and all of
the outstanding shares of Class A common stock of Berg Electronics Corp. for
$32.965 per share, net to the seller in cash. The offer and withdrawal rights
will expire at 5:00 p.m., New York City time, on Friday, October 9, 1998,
unless the tender offer is further extended. As of the close of business on
September 30, 1998, approximately 1,908,554 shares of Berg Electronics Class A
common stock (representing 100% of the outstanding shares of Class A common
stock) and 38,914,681 shares of Berg Electronics common stock (representing
approximately 98.8% of the outstanding primary shares of common stock) had been
tendered and not withdrawn in response to the tender offer.
The tender offer is subject to adoption of a clearance decision by the
European Commission. The notification with the European Commission was filed on
September 9, 1998. The European Commission has a one-month period (which may be
extended in certain conditions) to adopt a clearance decision. The one-month
period expires on October 12, 1998; however, the Purchaser believes that the
clearance decision may be adopted at an earlier date.
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
Assistant to the Director of Communications
Tel.: 33 (0) 1 47 96 36 11
Fax: 33 (0) 1 47 96 52 39
http://www.fciconnect.com
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