0001140361-13-042419.txt : 20131114 0001140361-13-042419.hdr.sgml : 20131114 20131114103556 ACCESSION NUMBER: 0001140361-13-042419 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131114 DATE AS OF CHANGE: 20131114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER MEDICAL CORPORATION CENTRAL INDEX KEY: 0000868368 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411613227 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41264 FILM NUMBER: 131217458 BUSINESS ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 BUSINESS PHONE: 5075339600 MAIL ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARD C R INC /NJ/ CENTRAL INDEX KEY: 0000009892 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221454160 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 730 CENTRAL AVE CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9082778000 MAIL ADDRESS: STREET 1: 730 CENTRAL AVENUE CITY: MURRAY HILL STATE: NJ ZIP: 07974 SC 13D/A 1 formscda.htm C. R. BARD, INC SC 13D A NO1 11-14-2013 (ROCHESTER MEDICAL CORPORATION)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
 
 
Rochester Medical Corporation
(Name of Issuer)

Common Stock, no par value
 
771497104
(Title of class of securities)
 
(CUSIP number)
 
Peter M. Kreindler, Esq.
Senior Vice President, General Counsel and Secretary
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
(908) 277-8000

(Name, address and telephone number of person authorized to receive notices and communications)
 
With a copy to:
Michael E. Lubowitz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
 
November 14, 2013
(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. ¨.
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “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.)

CUSIP No. 771497104
SCHEDULE 13D
Page 2
 
1
 
NAMES OF REPORTING PERSONS
 
C. R. Bard, Inc.
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨
 
3
 
SEC USE ONLY
 
0
4
 
SOURCE OF FUNDS
 
OO
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
 
 
NUMBER OF
7
SOLE VOTING POWER
 
See Item 4
SHARES
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
0
EACH
REPORTING
PERSON
9
SOLE DISPOSITIVE POWER
 
See Item 4
WITH
10
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
See Item 4
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
¨
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
100% (See Item 4)
14
 
TYPE OF REPORTING PERSON
 
CO

2
This Amendment No. 1 amends the Schedule 13D filed on September 13, 2013 (the “Schedule 13D”). The irrevocable proxy granted to C. R. Bard, Inc. (the “Reporting Person”) for 1,386,825 shares of common stock, no par value (the “Common Stock”), of Rochester Medical Corporation, a Minnesota corporation (the “Issuer”), has been terminated in accordance with its terms. Accordingly, this Amendment No. 1 is the Reporting Person’s final amendment to Schedule 13D and is an exit filing.

Item 3. Source and Amount of Funds or Other Consideration
 
Item 3 of the Schedule 13D is hereby amended and supplemented by the following:
 
The total consideration paid by the Reporting Person in connection with the merger described in Item 4 below was approximately $262 million, all of which was provided from the Reporting Person’s cash on hand and short-term borrowings.

Item 4. Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby supplemented by adding the following:
 
On November 14, 2013 (the “Effective Date”), the parties to the Agreement and Plan of Merger, dated as of September 3, 2013, by and among the Reporting Person, Starnorth Acquisition Corp., a Minnesota corporation and a wholly owned subsidiary of the Reporting Person (“Merger Sub”), and the Issuer (the “Merger Agreement”) consummated the merger and the other transactions contemplated by the Merger Agreement. As a result, pursuant to the terms of the Voting and Support Agreement, dated as of September 3, 2013, by and among Robert M. Anglin, Darnell L. Boehm, James M. Carper, Anthony J. Conway, Philip J. Conway, Sarah L. Grinde, David A. Jonas, Richard W. Kramp, Peter H. Shepard and Martyn R. Sholtis and the Reporting Person, the proxy granted to the Reporting Person was terminated on the Effective Date. As a result of the effectiveness of the merger and the transactions contemplated by the Merger Agreement, the Issuer is now a wholly owned subsidiary of the Reporting Person. There is no public market for the Common Stock, price quotations with respect to sales of the Common Stock in the public market are no longer available, registration of the Issuer’s Common Stock under the federal securities laws will be terminated, and the Issuer is no longer required to file periodic reports with the United States Securities and Exchange Commission.

Item 5. Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety by the following:

(a) and (b) The responses of the Reporting Person to Rows (7) through (13) of the cover page of this Schedule 13D are incorporated herein by reference. The information contained in Item 4 above is incorporated herein by reference.

(c) Neither the Reporting Person nor, to the knowledge of the Reporting Person, any person set forth on Schedule A attached hereto, has acquired or disposed of any shares of Common Stock in the past 60 days.

(d) Not applicable.

(e) November 14, 2013
 
3
SIGNATURE
 
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth on this statement is true, complete and correct.
 
Dated: November 14, 2013
 
 
C. R. BARD, INC.
 
 
 
 
By:
/s/ Richard C. Rosenzweig
 
 
Name: Richard C. Rosenzweig
 
 
Title: Vice President, Law and Assistant Secretary
4
SCHEDULE A

Name, business address and present principal occupation or
employment of the directors and executive officers of

C. R. BARD, INC.

DIRECTORS

Name
Business Address
 
Present Principal Occupation or Employment
and Name and Principal Address of Corporation for
which Employment is Conducted
 
Timothy M. Ring
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Chairman and Chief Executive Officer
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
David M. Barrett
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
 
Emeritus President and Chief Executive Officer
Lahey Clinic
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Marc C. Breslawsky
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Retired Chairman and Chief Executive Officer
Imagistics International, Inc.
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Herbert L. Henkel
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Retired Chairman and Chief Executive Officer
Ingersoll-Rand Company
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
John C. Kelly
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Retired Vice President and Controller
Wyeth
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Gail K. Naughton, Ph.D.
Histogen, Inc.
10655 Sorrento Valley Road
San Diego, California 92121
 
CEO and Chairman of the Board
Histogen, Inc.
10655 Sorrento Valley Road
San Diego, California 92121
 
Tommy G. Thompson
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Former Secretary
U.S. Department of Health and Human Services
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
John H. Weiland
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
President and Chief Operating Officer
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Anthony Welters
United Health Group
701 Pennsylvania Ave, N.W.
Washington, D.C. 20004
Executive Vice President
UnitedHealth Group, Inc.
701 Pennsylvania Ave, N.W.
Washington, D.C. 20004
 
Tony L. White
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Retired Chairman, President and Chief Executive Officer
Applied Biosystems, Inc.
c/o C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 

EXECUTIVE OFFICERS

 Name
Business Address
 
Present Principal Occupation or Employment and
Name and Principal Address of Corporation for
which Employment is Conducted
 
Timothy M. Ring
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Chairman & Chief Executive Officer
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
John H. Weiland
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
President and Chief Operating Officer
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Christopher S. Holland
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Senior Vice President and Chief Financial Officer
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Jim C. Beasley
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Group President
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Timothy P. Collins
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Group President
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Sharon M. Luboff
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Group Vice President
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
John P. Groetelaars
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
Group Vice President
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
John A. DeFord, Ph.D.
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Senior Vice President
Science, Technology and Clinical Affairs
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Gary D. Dolch, Ph.D.
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Senior Vice President
Quality, Regulatory and Medical Affairs
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Peter M. Kreindler
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Senior Vice President, General Counsel and Secretary
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Bronwen K. Kelly
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Vice President, Human Resources
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Frank Lupisella, Jr.
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974
 
Vice President and Controller
C. R. Bard, Inc.
730 Central Avenue
Murray Hill, New Jersey 07974