-----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, C4nI0O1g1V60ynoeUFuaL68WpZ7vPjFpxEIzV4uFYnm++LLfQAFaIlacrVBTnr1U Hy9fl7Sd559GQIWeHUJfmw== 0000950154-99-000008.txt : 19990118 0000950154-99-000008.hdr.sgml : 19990118 ACCESSION NUMBER: 0000950154-99-000008 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DONCASTERS PLC CENTRAL INDEX KEY: 0001029144 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50909 FILM NUMBER: 99507371 BUSINESS ADDRESS: STREET 1: 162 COTTAGE ST CITY: SPRINGFIELD STATE: MA ZIP: 01101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEFLEX INC CENTRAL INDEX KEY: 0000096943 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 231147939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 630 W GERMANTOWN PK STE 450 STREET 2: SUITE 450 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 2158346301 MAIL ADDRESS: STREET 1: 630 WEST GERMANTOWN PIKE STREET 2: SUITE 450 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 SC 13D 1 SCHEDULE 13D ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ 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 / / ============================================================================== - ----------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------- 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 - ----------------------------------------------------------------------------- Page 3 of 13 Pages 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 (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 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 ------- 865,000 ======= (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 Signature --------- 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 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.
Name Principal Occupation Address ---- -------------------- ------- 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
Name Principal Occupation Address ---- -------------------- ------- 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
Name Principal Occupation Address ---- -------------------- ------- 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 ------------- 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
Name Principal Occupation Address ---- -------------------- ------- 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
EXHIBIT INDEX Exhibit 1 Joint Filing Agreement between Teleflex Incorporated and TFX Equities Incorporated. Page 12 of 13 Pages 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 -----END PRIVACY-ENHANCED MESSAGE-----