-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KYAc5A3gkWhnfE+oKe3Icc9H+Cicsny0euGk+3uSD6XoZq5qZRpPp9BY7hgEpT9w dWEyJKijaPdXpN9VVuyWAA== 0000950103-98-000893.txt : 19981012 0000950103-98-000893.hdr.sgml : 19981012 ACCESSION NUMBER: 0000950103-98-000893 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981009 SROS: NONE GROUP MEMBERS: BERG ACQUISITION CO GROUP MEMBERS: FRAMATOME CONNECTORS INTERNATIONAL S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BERG ELECTRONICS CORP /DE/ CENTRAL INDEX KEY: 0000904900 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 752451903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-53933 FILM NUMBER: 98723692 BUSINESS ADDRESS: STREET 1: 101 S HANLEY RD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147261323 MAIL ADDRESS: STREET 1: 101 S HANLEY RD STREET 2: STE 400 CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: BERG ELECTRONICS CORP /DE/ DATE OF NAME CHANGE: 19951120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERG ACQUISITION CO CENTRAL INDEX KEY: 0001069095 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1013 CENTRE RD CITY: WILMINGTON STATE: DE ZIP: 19805 MAIL ADDRESS: STREET 1: 1013 CENTRE RD CITY: WILMINGTON STATE: DE ZIP: 19805 FORMER COMPANY: FORMER CONFORMED NAME: BRAVO ACQUISITION CO DATE OF NAME CHANGE: 19980827 SC 14D1/A 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- 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) ----------------------- 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 ================================================================================ 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 ------------------------------------------ Name: Philippe Anglaret Title: Chairman of the Board and President FRAMATOME CONNECTORS INTERNATIONAL S.A. By: /s/ Philippe Anglaret ---------------------------------------------- Name: Philippe Anglaret Title: Chairman and President FRAMATOME S.A. By: /s/ Dominique Vignon ------------------------------------------ Name: Dominique Vignon Title: Chairman and Chief Executive Officer FRAMATOME CONNECTORS USA HOLDING INC. By: /s/ Philippe Anglaret ------------------------------------------ Name: Philippe Anglaret Title: President and Chief Executive Officer EX-99.A.10 2 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 -----END PRIVACY-ENHANCED MESSAGE-----