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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
------------
DONCASTERS PLC
(NAME OF ISSUER)
AMERICAN DEPOSITARY RECEIPTS
(TITLE OF CLASS OF SECURITIES)
257692103
(CUSIP NUMBER)
STEVEN K. CHANCE
VICE PRESIDENT AND GENERAL COUNSEL
TELEFLEX INCORPORATED
630 WEST GERMANTOWN PIKE
SUITE 450
PLYMOUTH MEETING, PENNSYLVANIA 19462
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
COPY TO:
CHRISTOPHER G. KARRAS
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103-2793
JANUARY 6, 1999
(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(B)(3) OR (4), CHECK THE
FOLLOWING BOX / /
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<PAGE>
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1) NAME OF REPORTING PERSON TELEFLEX INCORPORATED
SS. OR I.R.S. IDENTIFICATION 23-1147939
NO. OF ABOVE PERSON
- -----------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX (A) / /
IF A MEMBER OF A GROUP (B) / /
- -----------------------------------------------------------------------------
3) SEC USE ONLY
- -----------------------------------------------------------------------------
4) SOURCE OF FUNDS WC
- -----------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
- -----------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION
- -----------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER 0
SHARES ----------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 865,000
OWNED BY ----------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 0
PERSON ----------------------------------------
WITH 10) SHARED DISPOSITIVE POWER 865,000
- -----------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 865,000
- -----------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- -----------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 9.8%
- -----------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON CO
- -----------------------------------------------------------------------------
Page 2 of 13 Pages
<PAGE>
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1) NAME OF REPORTING PERSON TFX EQUITIES INCORPORATED
SS. OR I.R.S. IDENTIFICATION 23-2494396
NO. OF ABOVE PERSON
- -----------------------------------------------------------------------------
2) CHECK THE APPROPRIATE BOX (A) / /
IF A MEMBER OF A GROUP (B) / /
- -----------------------------------------------------------------------------
3) SEC USE ONLY
- -----------------------------------------------------------------------------
4) SOURCE OF FUNDS AF
- -----------------------------------------------------------------------------
5) CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) / /
- -----------------------------------------------------------------------------
6) CITIZENSHIP OR PLACE OF DELAWARE
ORGANIZATION
- -----------------------------------------------------------------------------
NUMBER OF 7) SOLE VOTING POWER 0
SHARES ----------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 865,000
OWNED BY ----------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 0
PERSON ----------------------------------------
WITH 10) SHARED DISPOSITIVE POWER 865,000
- -----------------------------------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 865,000
- -----------------------------------------------------------------------------
12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN
SHARES / /
- -----------------------------------------------------------------------------
13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 9.8%
- -----------------------------------------------------------------------------
14) TYPE OF REPORTING PERSON CO
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Page 3 of 13 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the American Depositary Receipts (each, an
"ADR"), of Doncasters plc, a public limited company incorporated under the
laws of England and Wales (the "Issuer"), whose principal office is located
at 28-30 Derby Road, Melbourne, Derbyshire DE73 1FE, England. The ADRs
evidence American Depositary Shares which represent the underlying
"Ordinary Shares" of the Issuer. The ADRs currently are traded on the New
York Stock Exchange under the symbol "DCS." The American Depositary Shares
represent the right to receive two Ordinary Shares, nominal value 25 pence
per Ordinary Share, of the Issuer deposited with the Bank of New York, as
Depositary, under a Deposit Agreement. The Depositary, as issuer of the
ADRs, is located at 101 Barclay Street, New York, New York 10286.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the filing persons are Teleflex Incorporated, a
Delaware corporation ("Teleflex"), and TFX Equities Incorporated, a
Delaware corporation ("TFX", and with Teleflex, the "Reporting Persons") .
TFX is a wholly-owned subsidiary of Teleflex.
The name, address, present principal occupation or employment and, if
applicable, the name, principal business and address of any corporation or
other organization in which such employment is conducted, of the directors
and executive officers of the Reporting Persons (collectively, the
"Directors and Executive Officers") are set forth in Appendix I hereto,
which is incorporated herein by reference.
(b) - (c) The address of the principal office and principal place of
business of Teleflex is 630 West Germantown Pike, Suite 450, Plymouth
Meeting, Pennsylvania 19462. The principal business of Teleflex is
designing, manufacturing and selling engineered products and services for
the automotive, marine, industrial, medical and aerospace markets. The
address of the principal office and principal place of business of TFX is
1787 Sentry Parkway West, Building 16, Suite 220, Blue Bell, Pennsylvania
19422. The principal business of TFX is conducting corporate development
and investment activities on behalf of Teleflex.
(d) During the past five years, none of the Reporting Persons or the
Directors and Executive Officers have been convicted in a criminal
proceeding.
(e) During the past five years, none of the Reporting Persons or the
Directors and Executive Officers have 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.
Page 4 of 13 Pages
<PAGE>
(f) Each of the Directors and Executive Officers is a United States
citizen, except for Mr. Lubsen, who is a Dutch national.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The ADRs purchased by TFX were purchased using funds provided by
Teleflex to TFX from Teleflex's working capital. The total cost of the
purchases was approximately $13.7 million.
ITEM 4. PURPOSE OF TRANSACTION
Teleflex has caused TFX to purchase ADRs based upon Teleflex's view
that the current price of ADRs in the market represents a good investment.
Teleflex intends to review on a continuing basis its investment in the ADRs
in light of the factors discussed herein. From time to time Teleflex may
cause TFX to acquire additional securities of the Issuer in the open market
or in privately negotiated transactions with third parties, or by tender
offer, exchange offer or otherwise, or to acquire securities or other
assets of the Issuer directly from the Issuer. Any such actions will be
dependent upon Teleflex's review of numerous factors, including without
limitation, the availability of securities of the Issuer for purchase and
the prices therefor; general market and economic conditions; ongoing
evaluations of the Issuer's business, financial condition and prospects;
the relative attractiveness of alternative businesses and investment
opportunities; the actions of the directors and officers of the Issuer; and
other future developments. Depending upon such factors, from time to time
Teleflex may cause TFX to sell securities of the Issuer in the open market
or in privately negotiated transactions. Although the foregoing reflects
activities presently contemplated by the Reporting Persons with respect to
the Issuer, the foregoing is subject to change at any time.
Except as set forth above, none of the Reporting Persons or the
Directors and Executive Officers have formulated any plans or proposals of
the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a-b) As of January 14, 1999, TFX owned beneficially and of record
865,000 ADRs, representing 9.8% of the issued and outstanding ADRs.
Because Teleflex owns all the outstanding capital stock of TFX, Teleflex
may be deemed to be the beneficial owner of such ADRs, with Teleflex and
TFX sharing the power to vote and dispose of such ADRs.
(c) The ADRs owned by the Reporting Persons were acquired by TFX in
open market transactions as follows:
Page 5 of 13 Pages
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Date Number of ADRs Purchased Purchase Price Per ADR
---- ------------------------ ----------------------
12/21/98 81,800 $ 14.82
12/23/98 151,700 $ 15.49
12/24/98 181,500 $ 15.99
1/ 6/99 100,000 $ 16.00
1/ 7/99 130,000 $ 16.00
1/ 8/99 18,200 $ 16.00
1/11/99 201,800 $ 16.00
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865,000
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(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the Reporting Persons or the Directors and
Executive Officers, or among any of such persons and any other person, with
respect to any securities of the Issuer, including but not limited to
transfer or voting of any securities of the Issuer, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement between Teleflex
Incorporated and TFX Equities Incorporated.
Page 6 of 13 Pages
<PAGE>
Signature
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 15, 1999 TELEFLEX INCORPORATED
/s/ JOHN SICKLER
By: ___________________________________
Name: John Sickler
Title: Senior Vice President
TFX EQUITIES INCORPORATED
/s/ JOHN SICKLER
By: ___________________________________
Name: John Sickler
Title: President
Page 7 of 13 Pages
<PAGE>
APPENDIX I
TELEFLEX DIRECTORS
------------------
The following are the names, addresses, present principal occupation or
employment and, if applicable, the names, principal businesses and
addresses of any corporation or other organization in which such employment
is conducted, of the Directors and Executive Officers.
<TABLE>
<CAPTION>
Name Principal Occupation Address
---- -------------------- -------
<S> <C> <C>
Patricia C. Barron Business Consultant 159 East 78th Street
(Self-Employed) New York, NY 10021
Donald Beckman Special Counsel, Saul, Ewing, Saul Ewing Remick & Saul
Remick & Saul LLP, attorneys 3800 Centre Square West
15th & Market Sts.
Philadelphia, PA 19102
Lennox K. Black Chairman of the Board and Teleflex Incorporated
Director of Teleflex 630 W. Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
David S. Boyer President, Chief Executive Teleflex Incorporated
Officer and Director 630 W. Germantown Pike
of Teleflex Suite 450
Plymouth Meeting, PA 19462
William R. Cook Business Consultant 937 Macclesfield Road
(Self-Employed) Furlong, PA 18925
Joseph S. Senior Vice President and Dean, Jefferson Medical College
Gonnella, M.D. Jefferson Medical College 1025 Walnut Street
Philadelphia, PA 19107-5083
Lewis E. Hatch, Jr. Business Consultant 1008 Sea Palms West Drive
(Self-Employed) St. Simons, GA 31522
Page 8 of 13 Pages
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Principal Occupation Address
---- -------------------- -------
<S> <C> <C>
Pemberton Hutchinson Chairman and Director, Westmoreland Coal Company Inc.
Westmoreland Coal Company, 2 N. Cascade Avenue, 14th Floor
a mining company Colorado Springs, CO 87903
Sigismundus W. W. Member of the Executive Board, Heineken N.V.
Lubsen Heineken N.V., a manufacturer Tweede Weteringplantsoen 21
of beer and ale products P.O. Box 28
1000 AA Amsterdam
The Netherlands
Palmer E. Retzlaff President and Director, Southwest 690 Harleysville Pike
Grain Inc., engaged primarily in P.O. Box 173
cotton and grain export Lederach, PA 19450
James W. Stratton Chairman and Chief Executive Stratton Management Co.
Officer, Stratton Management 610 W. Germantown Pike
Company, an investment advisory Suite 361
and management firm Plymouth Meeting, PA 19462
TELEFLEX EXECUTIVE OFFICERS
---------------------------
Name Principal Occupation Address
---- -------------------- -------
John J. Sickler President, TFX 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Dr. Roy C. Carriker President and Chief Operating 630 West Germantown Pike
Officer, TFX Sermatech Suite 450
Plymouth Meeting, PA 19462
Harold L. Zuber, Jr. Vice President, Chief Financial 630 West Germantown Pike
Officer and Controller, Teleflex Suite 450
Plymouth Meeting, PA 19462
Steven K. Chance Vice President, General Counsel 630 West Germantown Pike
and Secretary, Teleflex Suite 450
Plymouth Meeting, PA 19462
Page 9 of 13 Pages
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Principal Occupation Address
---- -------------------- -------
<S> <C> <C>
Ira Albom Senior Vice President, Teleflex 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Louis T. Horvath Vice President, Quality and 630 West Germantown Pike
Productivity, Teleflex Suite 450
Plymouth Meeting, PA 19462
Ronald D. Boldt Vice President, Human Resources, 630 West Germantown Pike
Teleflex Suite 450
Plymouth Meeting, PA 19462
Janine Dusossoit Vice President, Investor 630 West Germantown Pike
Relations, Teleflex Suite 450
Plymouth Meeting, PA 19462
Thomas M. Byrne Assistant Treasurer, Teleflex 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
TFX DIRECTORS
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Name Principal Occupation Address
---- -------------------- -------
Donald J. Bromley Director of Accounting and Client 3513 Concord Pike
Services, Delaware Management Suite 3000
Services, a corporate Wilmington, DE 19803
office services provider
Thomas M. Byrne Assistant Treasurer, Teleflex 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Steven K. Chance Vice President, General Counsel 630 West Germantown Pike
and Secretary, Teleflex Suite 450
Plymouth Meeting, PA 19462
Page 10 of 13 Pages
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Principal Occupation Address
---- -------------------- -------
<S> <C> <C>
C. Jeffrey Jacobs Director of Treasury Operations, 630 West Germantown Pike
Teleflex Suite 450
Plymouth Meeting, PA 19462
John J. Sickler President, TFX 630 West Germantown Pike
Suite 450
Plymouth Meeting, PA 19462
Herbert K. Zearfoss Assistant General Counsel, 630 West Germantown Pike
Teleflex Suite 450
Plymouth Meeting, PA 19462
TFX EXECUTIVE OFFICERS
----------------------
Name Principal Occupation Address
---- -------------------- -------
John J. Sickler, President, TFX 630 West Germantown Pike
President Suite 450
Plymouth Meeting, PA 19462
Dr. Roy C. Carriker, President and Chief Operating 630 West Germantown Pike
Vice President Officer, TFX Sermatech Suite 450
Plymouth Meeting, PA 19462
Thomas M. Byrne, Assistant Treasurer, Teleflex 630 West Germantown Pike
Treasurer Suite 450
Plymouth Meeting, PA 19462
Steven K. Chance, Vice President, General Counsel 630 West Germantown Pike
Secretary and Secretary, Teleflex Suite 450
Plymouth Meeting, PA 19462
Page 11 of 13 Pages
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement between Teleflex Incorporated and TFX
Equities Incorporated.
Page 12 of 13 Pages
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
----------------------
The undersigned agree to the joint filing on behalf of each of them of
a Schedule 13D (including any and all amendments thereto) with respect to
the American Depositary Receipts of Doncasters plc, and further agree that
this Agreement shall be included as an Exhibit to such filings.
The undersigned further agree that each party hereto is responsible for
timely filing of such Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such party
contained therein, provided that neither party is responsible for the
completeness or accuracy of the information concerning the other party,
unless such party knows or has reason to believe that such information is
inaccurate.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed this 15th day of January, 1999.
TELEFLEX INCORPORATED
/s/ JOHN SICKLER
By: ___________________________________
Name: John Sickler
Title: Senior Vice President
TFX EQUITIES INCORPORATED
/s/ JOHN SICKLER
By: ___________________________________
Name: John Sickler
Title: President
Page 13 of 13 Pages
