<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
CHASE INDUSTRIES INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
161568-10-0
(CUSIP Number)
ROBERT F. B. LOGAN
PRESIDENT
CHASE ACQUISITION CORPORATION
1209 ORANGE STREET
WILMINGTON, DE 19801
(561) 231-7490
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a Copy to:
CRAIG L. GODSHALL
DECHERT
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 994-4000
December 14, 2000
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box /X/.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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 the
Notes).
================================================================================
<PAGE>
SCHEDULE 13D
CUSIP NO. 161568-10-0 Page 2 of 7 Pages
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CHASE ACQUISITION CORPORATION
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,139,827**
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,139,827**
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,139,827**
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
------------------------------------------------------------------------------
** Excludes 6,150,118 shares of non-voting common stock, all or a
portion may be converted into voting common stock. The shares of
common stock are currently directly owned by Court Square Capital
Limited ("Court Square") and are subject to a Contribution Agreement
dated as of December 18, 2000 by and between Court Square and Chase
Acquisition Corporation ("Chase") pursuant to which Court Square will
contribute such common stock to Chase subject to certain conditions.
-2-
<PAGE>
SCHEDULE 13D
CUSIP NO. 161568-10-0 Page 3 of 7 Pages
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
COURT SQUARE CAPITAL LIMITED
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,139,827**
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,139,827**
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,139,827**
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.5%**
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
------------------------------------------------------------------------------
** Excludes 6,150,118 shares of non-voting common stock, all or a
portion may be converted into voting common stock.
-3-
<PAGE>
SCHEDULE 13D
CUSIP NO. 161568-10-0 Page 4 of 7 Pages
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
CITICORP BANKING CORPORATION
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,139,827**
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,139,827**
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,139,827**
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.5%**
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
------------------------------------------------------------------------------
** Excludes 6,150,118 shares of non-voting common stock, all or a
portion may be converted into voting common stock.
-4-
<PAGE>
SCHEDULE 13D
CUSIP NO. 161568-10-0 Page 5 of 7 Pages
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CITICORP
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,139,827**
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,139,827**
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,139,827**
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.5%
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
** Excludes 6,150,118 shares of non-voting common stock, all or a portion
may be converted into voting common stock.
-5-
<PAGE>
SCHEDULE 13D
CUSIP NO. 161568-10-0 Page 6 of 7 Pages
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CITIGROUP HOLDINGS COMPANY
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,139,827**
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,139,827**
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,139,827**
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.5%**
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
------------------------------------------------------------------------------
** Excludes 6,150,118 shares of non-voting common stock, all or a portion
may be converted into voting stock.
-6-
<PAGE>
SCHEDULE 13D
CUSIP NO. 161568-10-0 Page 7 of 7 Pages
------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
CITIGROUP INC.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,142,827**
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,142,827**
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,142,827**
------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.5%**
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
------------------------------------------------------------------------------
** Excludes 6,150,118 shares of non-voting common stock, all or a portion
of which may be converted into common stock.
-7-
<PAGE>
SCHEDULE 13D
This statement on Schedule 13D (this "Statement") relates to the purchase
of 1,139,827 shares (the "Court Square Common Stock") of common stock, par value
$0.01 per share (the "Common Stock"), of Chase Industries, Inc., a Delaware
corporation (the "Company"), and 6,150,118 shares (the "Court Non-Voting Stock")
of non-voting common stock, par value $0.01 (the "Non-Voting Stock"), of the
Company, by Court Square Capital Limited, a Delaware corporation ("Court
Square"). Court Square has entered into a Contribution Agreement (the
"Contribution Agreement") with Chase Acquisition Corporation, a Delaware
corporation ("Chase"), pursuant to which, subject to certain conditions, Court
Square intends to make a capital contribution of the Court Square Common Stock
and the Court Square Non-Voting Stock (collectively, the "Transferred Shares")
to Chase. Chase has commenced a tender offer for up to 2,300,000 shares of the
Common Stock (the "Tender Shares") and has announced that it will acquire the
remainder of the Common Stock in a subsequent cash merger.
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of the common stock,
par value $0.01 per share, of Chase Industries Inc., a Delaware corporation (the
"Company"), with its principal executive offices at 14212 County Road, M-50,
Montpelier, Ohio 43543.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement on Schedule 13D is being filed by each of the
following persons pursuant to Rule 13(d)-(1)(a) promulgated by the Securities
and Exchange Commission (the "Commission") pursuant to Section 13 of the
Securities and Exchange Act of 1934 (the "Act"): (i) Chase Acquisition
Corporation, a Delaware corporation ("Chase"), by virtue of beneficially owning
the Common Stock and Non-Voting Stock directly owned by Court Square Capital
Limited, a Delaware corporation ("Court Square") pursuant to the Contribution
Agreement, (ii) Court Square, by virtue of its direct beneficial ownership of
Common Stock, (iii) Citicorp Banking Corporation, a Delaware corporation
("CBC"), by virtue of its ownership of all of the outstanding common stock of
Court Square, (iv) Citicorp, a Delaware corporation ("Citicorp"), by virtue of
its ownership of all of the outstanding common stock of CBC, (v) Citigroup
Holdings Company, a Delaware corporation ("Citigroup Holdings"), by virtue of
its ownership of all of the outstanding common stock of Citicorp, and (vi)
Citigroup Inc., a Delaware corporation ("Citigroup"), by virtue of its ownership
of all the outstanding common stock of Citigroup Holdings (collectively, the
"Reporting Persons").
Attached as Schedule A is information concerning each executive
officer and director of each of Chase, Court Square and Citigroup, which is
ultimately in control of Court Square. Schedule A is incorporated into and made
a part of this Statement on Schedule 13D.
(b) The address of the principal business and principal office of Chase is
1209 Orange Street, Wilmington, DE 19801. The address of the principal business
and principal office of each of Court Square, Citicorp and Citigroup is 399 Park
Avenue, New York, New York 10043. The address of the principal business and
principal office of CBC is One Penn's Way, New Castle, Delaware 19720. The
address of the principal business and principal office of Citigroup Holdings is
One Rodney Square, Wilmington, Delaware 19899. Except as otherwise indicated on
Schedule A, to the knowledge of each Reporting Person, the business address of
each executive officer and director of Chase and Court Square named in Schedule
A to this Statement on Schedule 13D is c/o Court Square Capital Limited, 399
Park Avenue, New York, New York 10043. Except as otherwise indicated on Schedule
A, to the knowledge of each Reporting Person, the business address of each
executive officer and director of Citigroup named in Schedule A to this
Statement on Schedule 13D is c/o Citigroup Inc., 399 Park Avenue, New York, New
York 10043.
(c) Chase is a newly-formed entity whose purpose is to hold the securities
of the Company
-8-
<PAGE>
and, pursuant to a cash merger, is expected to be merged into the Company. Court
Square's principal business is investing in leveraged buy-outs. CBC is a holding
company, principally engaged, through its subsidiaries, in the general financial
services business. Citicorp is a bank holding company principally engaged,
through its subsidiaries, in the general financial services business. Citigroup
Holdings is a holding company principally engaged, through its subsidiaries, in
the general financial services business. Citigroup is a diversified holding
company providing, through its subsidiaries, a broad range of financial services
to consumer and corporate customers world-wide.
(d) During the last five years, none of the Reporting Persons nor, to the
knowledge of each Reporting Person, any of their respective officers, directors
or controlling persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, nor, to the
knowledge of each Reporting Person, any of their respective officers, directors
or controlling persons has been 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.
(f) Each of Chase, Court Square, CBC, Citicorp, Citigroup Holdings and
Citigroup is a Delaware corporation. Except as otherwise indicated on Schedule
A, to the knowledge of each Reporting Person, each executive officer and
director named in Schedule A to this Statement on Schedule 13D is a citizen of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 12, 2000, Court Square paid for the Transferred Shares
from Citicorp Venture Capital Ltd., an affiliate of Court Square, for $10.50 per
share, subject to adjustment. Court Square expects the certificates for the
Transferred Shares to be made in Court Square's name shortly. Court Square
contemplates conveying the Transferred Shares to Chase as a capital contribution
pursuant to the Contribution Agreement.
The total amount of funds required for Chase to purchase the Tender
Shares (the "Offer"), to purchase the remaining outstanding shares of Common
Stock through a subsequent cash merger (the "Proposed Merger"), and to pay fees
and expenses related thereto is estimated to be approximately $105,000,000.
Chase plans to obtain all funds needed for the Offer and Proposed Merger through
borrowings under two credit facilities with one or more commercial banks in
respect of which Chase has obtained two commitment letters (the "PNC Commitment
Letters") from PNC Bank, National Association ("PNC") providing for a
$30,000,000 senior secured tender offer credit facility (the "Tender Facility")
and a $120,000,000 aggregate senior secured credit facility comprised of two
revolving credit facilities, two term loans and an equipment line (the "Merger
Facilities" and, together with the Tender Facility, the "Credit Facilities").
The PNC Commitment Letters indicate the bank's willingness to provide funding on
customary terms and conditions. The Offer will be financed in part pursuant to
the Tender Facility, with the Proposed Merger being financed in part pursuant to
the Merger Facilities, under which the Company, as the surviving corporation in
the Proposed Merger (the "Surviving Corporation"), will be the Borrower. As used
herein, "Borrower" refers to Chase under the Tender Facility and the Company, as
the Surviving Corporation in the Proposed Merger, under the Merger Facilities.
Proceeds of the Tender Facility may be used to finance the purchase of the
Tender Shares, to pay up to six months interest on the Tender Facility and to
pay fees and expenses of the Tender Offer. Proceeds of the Merger Facilities may
be used (i) to refinance the borrowings of Chase under the Tender Facility, (ii)
to finance the payment of the consideration payable in the Proposed Merger to
holders of the capital stock of the Company, (iii) to refinance existing
indebtedness of the Company, and (iv) the payment of the fees and expenses of
the Proposed Merger and the Offer. In addition, the proceeds
-9-
<PAGE>
under the revolving credit portion of the Merger Facilities may be used for
working capital and general corporate purposes. Any debt incurred to fund the
purchase of the Tender Shares in the Offer is expected to be repaid upon the
earlier of (i) nine months from the date on which the Offer was made, (ii) six
months after the first draw under the Tender Facility, or (iii) the date on
which the Proposed Merger is effective.
Based upon the commitment letters and related term sheets, the Credit
Facilities will contain restrictive covenants that limit the Borrower with
respect to, among other things, creating liens upon its assets and disposing of
material amounts of assets other than in the ordinary course of business. The
Borrower will also be required to meet certain financial tests under the Credit
Facilities. Obligations under the Tender Facility will be secured by a perfected
first priority security interest in all securities of the Company owned by
Chase, whether acquired in the Offer or otherwise. The Merger Facilities will be
guaranteed by each existing and subsequently acquired or organized domestic
subsidiary of the Borrower (the "Guarantors") and secured by substantially all
present and future assets of the Borrower and the Guarantors, other than the
assets of the foreign subsidiaries of the Borrower.
Chase may terminate or amend the Offer and may postpone the acceptance
for payment of and payment for the Tender Shares or the shares to be purchased
pursuant to the Proposed Merger if Chase does not receive sufficient financing,
on terms at least as favorable to Chase as are contained in the PNC Commitment
Letters, to pay the aggregate consideration payable in connection with the Offer
, and not satisfied that it will have funding available following the Offer
sufficient to fund the Proposed Merger and the ongoing working capital needs of
the Borrower (it being agreed that Chase will use reasonable commercial efforts
to consummate the financing pursuant to the PNC Commitment Letters, subject to
satisfactory documentation in Chase's reasonable discretion).
Except for the shares of Common Stock directly beneficially owned by
Court Square, all interests, direct and indirect, in the Common Stock reported
in this Schedule 13D were acquired by certain subsidiaries of Citigroup for
managed accounts with funds provided by third party customers.
ITEM 4. PURPOSE OF TRANSACTION.
General. The purpose of the Offer is to acquire control of, and
ultimately the entire equity interest in, the Company. Chase presently intends,
as soon as practicable after consummation of the Offer to seek to have the
Company consummate the Proposed Merger. At the effective time of the Proposed
Merger, each share of Common Stock and each share of Non-Voting Stock
(collectively, the "Shares") that is issued and outstanding immediately prior
to the effective time of the Proposed Merger (other than Shares owned by Chase)
would be converted into an amount in cash equal to the highest price per Share
paid in the Offer.
Court Square and Chase currently intend to pursue the Proposed Merger
following consummation of the Offer. However, as Court Square and Chase are
seeking to negotiate with respect to the acquisition of the Company, Court
Square and Chase reserve the right to amend the terms of the Proposed Merger or
to pursue an alternative second-step business combination transaction involving
the Company in which the Shares not owned by Chase would be converted into or
exchanged for cash, shares of Chase common stock and/or other securities or
consideration.
The timing of consummation of the Offer and the Proposed Merger will
depend on a variety of factors and legal requirements, the actions of the Board
of Directors of the Company, the number of Shares (if any) acquired by Chase
pursuant to the Offer, and whether the conditions to the Offer have been
satisfied or waived.
Certain terms of the related rights to purchase shares of Junior
Participating Preferred Stock of the Company (the "Rights") and certain
provisions of the Delaware General Corporation Law (the "DGCL") may affect the
ability of Chase to obtain control of the Company and to cause Chase to
consummate the Proposed Merger. A condition to implementing the Proposed Merger
is that Chase be satisfied that Section 203 of the DGCL is not an impediment to
the consummation of the Proposed Merger. Chase believes that, if the Rights have
been redeemed by the Board of Directors of the Company or if Chase is satisfied,
in its sole discretion, that the Rights have been invalidated or are otherwise
inapplicable to the Offer and the Proposed Merger and if the financing condition
as described in Item 3 and the condition set forth above are satisfied, it
should be able to implement the Proposed Merger. Nevertheless, Chase can give no
assurance that the Proposed Merger will be consummated or as to the timing of
the Proposed Merger if it is consummated. The Offer
-10-
<PAGE>
and the Proposed Merger are subject to customary conditions, including
regulatory approvals and receipt of the financing on the terms outlined in the
PNC Commitment Letters, and approval of the Company's Board of Directors.
Effects of the Offer and the Proposed Merger. If the Offer and the
Proposed Merger are consummated, immediately following the Proposed Merger, (1)
Court Square, (2) Robert F. B. Logan, who is currently a minority stockholder of
Chase ("Mr. Logan"), and (3) certain management investors who may decide to
invest directly in Chase will collectively own all the equity interests of the
Company (provided that following the Proposed Merger if PNC elects to exercise
its right to invest in the Company pursuant to the financing terms, then PNC may
own an equity interest in the Company) and will be entitled to all benefits
resulting from such interests, including all income generated by the Company's
operations and any future increase in the Company's value. Similarly, such
parties will bear the risk of losses generated by the Company's operations and
any future decrease in the value of the Company after the Proposed Merger.
Subsequent to the Proposed Merger, the stockholders who tendered into the Offer
and the stockholders who were cashed out in the Proposed Merger (collectively,
the "Public Stockholders") will cease to have an equity interest in the Company,
will not have the opportunity to participate in the earnings and growth of the
Company after the Proposed Merger and will not face the risk of losses generated
by the Company's operations or decline in the value of the Company after the
Proposed Merger. Accordingly, the Public Stockholders will not have the
opportunity to participate in the earnings and growth of the Company after the
consummation of the Proposed Merger and will not have any right to vote on
corporate matters. In addition, the Public Stockholders will not be entitled to
share in any premium which might be payable by an unrelated third-party acquiror
of all of the Shares in a sale transaction, if any, occurring after the
consummation of the Proposed Merger. No such transactions are contemplated at
this time. However, such Public Stockholders will not face the risk of losses
generated by the Company's operations or any decrease in the value of the
Company after the consummation of the Proposed Merger.
Plans for the Company After the Offer and the Proposed Merger. Upon
consummation of the Proposed Merger, the Company will become a privately held
corporation.
The Shares are currently listed for quotation on the New York Stock
Exchange. However, as a result of the Proposed Merger and following consummation
of the Proposed Merger, the Company will be entirely owned by Court Square, Mr.
Logan and certain management investors who may decide to invest directly in
Chase (provided that following the Proposed Merger if PNC elects to exercise its
right to invest in the Company pursuant to the financing terms, then PNC may
also own an equity interest in the Company), and there will be no public market
for the Shares. Following the consummation of the Proposed Merger, the Shares
will no longer be quoted on the New York Stock Exchange and Chase intends to
terminate the registration of the Shares under the Act. Accordingly, after the
Proposed Merger there will be no publicly traded equity securities of the
Company. Moreover, after the Proposed Merger, the Company may deregister the
Shares in which event the Company will no longer be legally required to file
periodic reports with the Commission, under the Act (although it may continue to
do so if contractually required under any agreements governing its indebtedness
or indebtedness of its subsidiaries), and will no longer be required to comply
with the proxy rules of Regulation 14A under Section 14 under the Act. In
addition, the Company's officers, directors and stockholders who beneficially
own 10% or more of the Shares will be relieved of the reporting requirements and
restrictions on "short-swing" trading contained in Section 16 of the Act with
respect to the Shares. It is expected that, if Shares are not accepted for
payment by Chase pursuant to the Offer and the Merger is not consummated, the
Company's current management, under the general direction of the Company's Board
of Directors, will continue to manage the Company as an ongoing business.
Upon consummation of the Proposed Merger, Chase and Court Square
intend to have the Board of Directors of the Surviving Corporation consists of
Mr. Logan, Thomas F. McWilliams ("Mr. McWilliams") and Charles E. Corpening.
Chase and Court Square also intend to designate Mr. Logan as the President and
Chief Executive Officer of the Surviving Corporation in the Proposed Merger.
Chase and Court Square do not anticipate making any other changes in management.
-11-
<PAGE>
The Company and Martin V. Alonzo ("Mr. Alonzo") are parties to an
Employment Agreement dated as of November 10, 1994 (the "Employment Agreement").
Pursuant to the Employment Agreement, the Company agreed to employ Mr. Alonzo as
its Chairman of the Board, President and Chief Executive Officer. Upon the
consummation of the Proposed Merger, Chase and Court Square intend to terminate
the Employment Agreement. If the Employment Agreement is terminated, the Company
may be required to pay severance to Mr. Alonzo in the amounts and in the manner
specified by the Employment Agreement.
The Company also recently announced that it has engaged Robinson-
Humphrey, a subsidiary of Salomon Smith Barney Inc., an indirect wholly-owned
subsidiary of Citigroup, to review all strategic alternatives for the Company's
subsidiary Leavitt Tube Company, including the sale of Leavitt Tube. After the
consummation of the Offer and the Proposed Merger, Chase and Court Square intend
to continue to pursue the evaluation of strategic alternatives for Leavitt Tube,
including the sale of such subsidiary or its assets.
In connection with the Offer and the Proposed Merger, Court Square and
Chase have reviewed, and will continue to review, various possible business
strategies that they might consider in the event that Chase acquires control of
the Company. In addition, if and to the extent that Chase acquires control of
the Company, Court Square and Chase intend to conduct a detailed review of the
Company and its assets, financial projections, corporate structure, dividend
policy, capitalization, operations, properties, policies, management and
personnel and consider and determine what, if any, changes would be desirable in
light of the circumstances which then exist. Such strategies could include,
among other things, changes in the Company's business, facility locations,
corporate structure, marketing strategies, capitalization or management.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this filing, Court Square owns 1,139,827 shares
of Common Stock (12.5% of all shares of the Common Stock outstanding ). By the
terms of the Company's Certificate of Incorporation, Court Square may convert
shares of Non-Voting Stock into shares of Common Stock only to the extent
permitted by applicable law. Court Square presently owns 6,150,118 shares of
Non-Voting Stock which Court Square, under certain circumstances, could convert
into Common Stock. Court Square owns 47.7% of all outstanding shares of Common
Stock and Non-Voting Stock treated as a single class. Certain subsidiaries of
Citigroup directly beneficially own 3,000 shares of Common Stock which represent
less than 1% of all shares of Common Stock outstanding. Percentages are based on
the number of shares of Common Stock and Non-Voting Stock issued and outstanding
as of November 6, 2000 as reported in the Company's most recent 10-Q.
(b) Court Square, CBC, Citicorp, Citigroup Holdings and Citigroup may
be deemed to share the voting and dispositive power of the 1,139,827 shares of
Common Stock owned by Court Square by virtue of, and this form is being filed by
CBC, Citicorp, Citigroup Holdings and Citigroup solely because of, CBC's 100%
ownership interest in Court Square, Citicorp's 100% ownership interest in CBC,
Citigroup Holdings' 100% ownership interest in Citicorp and Citigroup's 100%
interest in Citigroup Holdings.
To the best of the knowledge of Chase and Court Square, after making
reasonable inquiry, all such directors and executive officers and all directors
of the Company who are representatives of Court Square currently intend to
tender their Shares into the Offer, except to the extent that the tendering
would subject that person to the "short-swing profit" rules of Section 16(b) of
the Act. Mr. McWilliams has an indirect pecuniary interest in 223,045 Shares
held by a family partnership in which shares Mr. McWilliams may be deemed to
have a beneficial ownership interest under Rule 13d-3 of the Securities Act of
1933, as amended, and while Chase believes that such family partnership will
tender its shares, Chase has no commitment such family partnership will do so.
Except as indicated below, the executive officers and directors of Citigroup,
Court Square and Chase do not own any Shares.
<TABLE>
<CAPTION>
Amount and Nature of
Percent of Beneficial Percent of Total
Beneficial Owner Ownership Common Stock (1)
------------------------------ ---------------------- ---------------------
<S> <C> <C>
Thomas F. McWilliams.......... 17,938 (2) *
Charles E. Corpening.......... 16,852 (3) *
William T. Comfort............ 200,000 *
James A. Urry................. 100,000 *
</TABLE>
* Less than 1% of the Shares.
(1) Percentages are based on the number of shares of Common Stock and Non-
Voting Stock issued and outstanding as of November 6, 2000 as reported in the
Company's Form 10-Q for the quarterly period ended September 30, 2000 (the
"Company 10-Q"). Percentages give effect to the 6,150,118 shares of Non-Voting
Stock outstanding as of the date of this Offer to Purchase.
(2) Includes 10,438 Shares subject to stock options granted under the Company's
1997 Non-Employee Director Stock Option Plan (the "Director Stock Option Plan")
and 7,500 shares subject to stock options granted under the 1994 Long Term
Incentive Plan (the "1994 Incentive Plan"), all of which currently are
exercisable. Excludes 223,045 Shares held by a family partnership in which
Shares Mr. McWilliams has an indirect pecuniary interest and may be deemed to
have a beneficial ownership interest under Rule 13d-3 of the Securities Act of
1933. Excludes any Shares subject to stock options granted since April 2000
under the Director Stock Option Plan to Mr. McWilliams.
(6) Consists solely of 9,352 Shares subject to stock options granted under the
Director Stock Option Plan that currently are exercisable and 7,500 Shares
subject to stock options granted under the 1994 Incentive Plan that are
exercisable within 60 days of this Offer to Purchase. Excludes any Shares
subject to stock options granted since April 2000 under the Director Stock
Option plan to Mr. Corpening.
(c) Except for the transactions contemplated by the Contribution
Agreement and the purchase by Court Square of 1,139,827 shares of Common Stock
and 6,150,118 shares of Non-Voting Stock from Citicorp Venture Capital Ltd.
("CVC") as described in Item 3, neither the Reporting Persons nor, to the best
knowledge of each Reporting Person, any of the persons named in Schedule A to
this Statement on Schedule 13D, has effected a transaction in shares of Common
Stock during the past 60 days (excluding transactions that may have been
effected by certain subsidiaries of Citigroup for managed accounts with funds
provided by third party customers).
-12-
<PAGE>
(d) No person other than Court Square has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Common Stock owned by Court Square.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On December 12, 2000, Court Square paid CVC, an affiliate of Chase
and Court Square, for all of the Shares owned by CVC (the "CVC Shares"), for a
purchase price of $10.50 per share, subject to adjustment (the "CVC Transfer").
Court Square expects the certificates for the CVC Shares to be made in Court
Square's name shortly.
CVC is a party to a Voting Agreement, dated as of November 10, 1994
(the "Voting Agreement"), by and between CVC, the Company and Mr. Alonzo.
Pursuant to the Voting Agreement, the Company has agreed to use its best efforts
to cause up to two designees of CVC and one designee of Mr. Alonzo to be
nominated for election as directors of the Company, and each of CVC and Mr.
Alonzo have agreed to vote their respective Shares in favor of such designees.
By virtue of the CVC Transfer, Court Square must vote the CVC Shares in favor of
Mr. Alonzo as a director of the Company, in compliance with the Voting
Agreement. By its terms, the Voting Agreement terminates when Mr. Alonzo no
longer owns 1% or more of the Shares outstanding. Upon consummation of the
Proposed Merger, all of the Shares owned by Mr. Alonzo will be converted into
the right to receive an amount in cash equal to the highest price paid per Share
in the Offer, and consequently, the Voting Agreement will terminate.
CVC is also a party to a Registration Rights Agreement, dated as of
November 10, 1994 (the "Registration Rights Agreement"), by and between CVC, the
Company and Mr. Alonzo. Pursuant to the Registration Rights Agreement, the
Company has granted CVC and Mr. Alonzo certain registration rights relating to
the Shares owned by them. Court Square has obtained CVC's registration rights by
virtue of its acquisition of the CVC Shares. Upon consummation of the Proposed
Merger, all of the Shares owned by Mr. Alonzo will be converted into the right
to receive an amount in cash equal to the highest price paid per Share in the
Offer, and consequently, he will have no Shares subject to the registration
rights.
CVC is also a party to an Exchange Agreement, dated as of November 4,
1994 (the "Exchange Agreement"), by and between CVC and the Company. Pursuant to
the Exchange Agreement, the Company has granted CVC the right to exchange all or
a portion of its shares of Common Stock for Non-Voting Stock, subject to the
availability of authorized shares of Non-Voting Stock. Court Square has obtained
CVC's rights under the Exchange Agreement by virtue of its acquisition of the
CVC Shares.
Chase and Court Square have entered into a Contribution Agreement,
dated as of December 18, 2000 (the "Contribution Agreement"), whereby Court
Square has agreed to contribute all Shares owned by it (the "Contributed
Shares") to Chase. Court Square's obligation to contribute the Contributed
Shares is conditioned upon the completion of the Offer and the expiration of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act").
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Filing Agreement dated December 29, 2000, Re: Joint Filing of Schedule 13D.
(2) Press Release dated December 18, 2000 (incorporated by reference to Exhibit
1 on Schedule TO filed December 18, 2000 by Chase).
(3) Contribution Agreement dated as of December 18, 2000 by and between Court
Square and Chase.
-13-
<PAGE>
(4) Commitment Letter dated December 14, 2000 by and among PNC, PNC Capital
Markets, Inc., CVC and Chase for the Tender Facility.
(5) Commitment Letter dated December 14, 2000 by and among PNC, PNC Capital
Markets, Inc., CVC and Chase for the Merger Facilities.
(6) Voting Agreement dated November 4, 1994, by and among CVC, the Company and
Mr. Alonzo.
(7) Registration Rights Agreement dated November 10, 1994 by and among CVC, the
Company and Mr. Alonzo.
(8) Exchange Agreement dated November 4, 1994 by and between CVC and the
Company.
-14-
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct. In executing this statement, the undersigned
agree, to the extent required by Rule 13d-1(f), that this statement is being
filed on behalf of each of the reporting persons herein.
Dated: December 29, 2000
CHASE ACQUISITION CORPORATION
By: /s/ Robert F. B. Logan
-----------------------------------------
Name: Robert F. B. Logan
Title: President and Assistant Secretary
COURT SQUARE CAPITAL LIMITED
By: /s/ Charles E. Corpening
-----------------------------------------
Name: Charles E. Corpening
Title: Vice President
CITICORP BANKING CORPORATION
By: /s/ William Wolf
-----------------------------------------
Name: William Wolf
Title: Senior Vice President
CITICORP
By: /s/ Joseph B. Wollard
-----------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
CITIGROUP HOLDINGS COMPANY
By: /s/ Joseph B. Wollard
-----------------------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
-15-
<PAGE>
CITIGROUP INC.
By: /s/ Joseph B. Wollard
---------------------------
Name: Joseph B. Wollard
Title: Assistant Secretary
-16-
<PAGE>
SCHEDULE A
CHASE ACQUISITION CORPORATION
DIRECTORS
---------
Robert F. B. Logan (United Kingdom)
Thomas F. McWilliams
Charles E. Corpening
OFFICERS TITLE
-------- -----
Robert F. B. Logan President and Assistant Secretary (United Kingdom)
Thomas F. McWilliams Secretary and Treasurer
Charles E. Corpening Vice President
-17-
<PAGE>
SCHEDULE A
COURT SQUARE CAPITAL LIMITED
DIRECTORS
---------
William T. Comfort
Anne Goodbody
David F. Thomas
OFFICERS TITLE
-------- -----
William T. Comfort senior executive officer
Byron L. Knief Senior Vice President
Michael T. Bradley Vice President
Charles E. Corpening Vice President
Michael A. Delaney Vice President*
Ian D. Highet Vice President
David Y. Howe Vice President
Richard E. Mayberry Vice President
Thomas F. McWilliams Vice President*
M. Saleem Muqaddam Vice President
Paul C. Schorr Vice President*
Joseph M. Silvestri Vice President
David F. Thomas Vice President*
James A. Urry Vice President
John D. Weber Vice President
Michael S. Goliner Vice President
Lauren M. Connelly Vice President & Secretary
Anthony P. Mirra Vice President & Assistant Secretary
Darryl A. Johnson Assistant Vice President
*Denotes the functional title of Managing Director.
-18-
<PAGE>
SCHEDULE A
CITIGROUP INC.
DIRECTORS
---------
C. Michael Armstrong
Alain J.P. Belda (Brazil)
Kenneth J. Bialkin
Kenneth T. Derr
John M. Deutch
Gerald R. Ford (Honorary Director)
Keith W. Hughes
Ann Dibble Jordan
Robert I. Lipp
Reuben Mark
Michael T. Masin
Dudley C. Mecum
Richard D. Parsons
Andrall E. Pearson
Robert E. Rubin
Franklin A. Thomas
Sanford I. Weill
Arthur Zankel
OFFICERS TITLE
-------- -----
Hamid Biglari Executive Officer
Winifred F.W. Bischoff Executive Officer (Germany and United Kingdom)
Michael A. Carpenter Executive Officer
Robert Druskin Executive Officer
Ahmed Fahour Executive Officer (Australia)
Jay S. Fishman Executive Officer
Michael B.G. Froman Executive Officer
Roy A. Guthrie Executive Officer
Keith W. Hughes Executive Officer
Thomas Wade Jones Executive Officer
Robert I. Lipp Executive Officer
Marjorie Magner Executive Officer
Deryck C. Maughan Executive Officer (United Kingdom)
Victor J. Menezes Executive Officer
Charles 0. Prince, III Executive Officer
William R. Rhodes Executive Officer
Robert E. Rubin Executive Officer
Petros Sabatacakis Executive Officer
Todd S. Thomson Executive Officer
Sanford I. Weill Executive Officer
Robert B. Willumstad Executive Officer
Barbara A. Yastine Executive Officer
-19-
<PAGE>
EXHIBIT INDEX
No. Description
--- -----------
(1) Filing Agreement dated December 28, 2000, Re: Joint Filing of Schedule 13D.
(2) Press Release dated December 18, 2000 (incorporated by reference to Exhibit
1 on Schedule TO filed December 18, 2000 by Chase).
(3) Contribution Agreement dated as of December 18, 2000 by and between Court
Square and Chase.
(4) Commitment Letter dated December 14, 2000 by and among PNC, PNC Capital
Markets, Inc., CVC and Chase for the Tender Facility.
(5) Commitment Letter dated December 14, 2000 by and among PNC, PNC Capital
Markets, Inc., CVC and Chase for the Merger Facilities.
(6) Voting Agreement dated November 4, 1994, by and among CVC, the Company and
Mr. Alonzo.
(7) Registration Rights Agreement dated November 10, 1994 by and among CVC, the
Company and Mr. Alonzo.
(8) Exchange Agreement dated November 4, 1994 by and between CVC and the
Company.
