sc13dza

CREDIT SUISSE SECURITIES (USA) LLC

11 Madison Avenue

Phone 1 212 325 2000

New York, NY 10010-3629

www.credit-suisse.com

0000893220-06-001982.txt : 20060905 0000893220-06-001982.hdr.sgml : 20060904 20060905154530 ACCESSION NUMBER: 0000893220-06-001982 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060905 DATE AS OF CHANGE: 20060905 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MACDERMID INC CENTRAL INDEX KEY: 0000061138 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 060435750 STATE OF INCORPORATION: CT FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15786 FILM NUMBER: 061073996 BUSINESS ADDRESS: STREET 1: 245 FREIGHT ST CITY: WATERBURY STATE: CT ZIP: 06702 BUSINESS PHONE: 2035755700 MAIL ADDRESS: STREET 1: 245 FREIGHT STREET CITY: WATERBURY STATE: CT ZIP: 06702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEEVER DANIEL H CENTRAL INDEX KEY: 0001031656 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] STATE OF INCORPORATION: CT FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 245 FREIGHT ST STREET 2: C/O MACDERMID INC CITY: WATERBURY STATE: CT ZIP: 06702 BUSINESS PHONE: 203-575-5971 MAIL ADDRESS: STREET 2: 245 FREIGHT ST CITY: WATERBURY STATE: CT ZIP: 06702 SC 13D/A 1 w24827sc13dza.htm SCHEDULE 13D AMENDMENT #1 DANIEL H. LEEVER sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

MacDermid, Incorporated

(Name of Issuer)

Common Stock

(Title of Class of Securities)

554273 10 2

(CUSIP Number)

Geraldine A. Sinatra, Esq.
Dechert LLP
2929 Arch Street
Philadelphia, PA 19104
(215) 994-4000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 31, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		554273 10 2		Page		2		of		6

NAMES OF REPORTING PERSONS:

Daniel H. Leever

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

###-##-####

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) o

(b) þ

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

SOLE VOTING POWER:

NUMBER OF

1,897,675

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

1,897,675

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

1,897,675

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

Excludes 5,463 shares owned by Mr. Leever’s wife, as to which Mr. Leever disclaims beneficial ownership.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

6.15%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 of 7

SCHEDULE 13D AMENDMENT NO. 1
MacDermid, Incorporated

This Amendment No. 1 is being filed to amend Schedule 13D originally filed by Daniel H. Leever (the “Reporting Person”) with the Securities Exchange Commission on January 29, 1997.

Item 1. Security and Issuer

This Amendment No. 1 relates to the Common Stock of MacDermid, Incorporated (the “Issuer”). The principal executive offices of the Issuer are located at 1401 Blake Street, Denver, CO 80202.

Item 2. Identity and Background

(a) Name: Daniel H. Leever

(b) Business address: 1401 Blake Street, Denver, CO 80202

(c) Principal Occupation: Chairman and Chief Executive Officer of MacDermid, Incorporated, 1401 Blake Street, Denver, CO 80202.

(d) Mr. Leever has not been convicted in a criminal proceeding during the past five years.

(e) Mr. Leever has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction with respect to federal or state securities laws during the last five years.

(f) Citizenship: United States

Item 3. Source and Amount of Funds and Other Consideration

It is anticipated that funding for the Proposal (as defined in Item 4 below) will be in the form of (1) cash contributed to the acquisition vehicle formed by the Investors (as defined in Item 4 below) and (2) debt financing. On August 31, 2006, Court Square Capital Partners received a “highly confident letter” from Credit Suisse Securities (USA) LLC (the “Highly Confident Letter”), stating that it is highly confident of its ability to raise the debt necessary to complete the transaction. A copy of the Highly Confident Letter is filed as Exhibit 7c herein, and is incorporated by reference into this Item 3. In addition, it is anticipated that a portion of the shares of Common Stock currently held by the Reporting Person will be contributed to the acquisition vehicle. Members of the Issuer’s senior management team also may contribute shares of Common Stock to the acquisition vehicle. The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

On August 31, 2006, a letter (the “Proposal Letter”) was delivered to the Board of Directors of the Issuer in which it was proposed that the Reporting Person, together with investors that are expected to include Court Square Capital Partners (collectively, the “Investors”), would offer to acquire by merger, for a purchase price of $32.50 in cash per share, all of the outstanding shares of the Issuer’s Common Stock (the “Proposal”).

As described in the Proposal Letter, the Investors anticipate that the Issuer will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the “Special Committee”) to consider the Proposal. To facilitate that review, the Investors intend to provide shortly (1) equity and debt financing letters for all amounts necessary to effect the transaction and (2) a proposed form of merger agreement. The Investors noted that they are prepared to move very quickly to finalize the definitive transaction and related documents as they complete their remaining due diligence. No binding obligation on the part of the Investors or the Issuer will arise with respect to the Proposal or any transaction unless and until a definitive merger agreement satisfactory to the Investors and recommended by the Special Committee and approved by the Issuer’s Board of Directors is executed and delivered.

The Proposal and the transactions contemplated thereby could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the present board of directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and the causing of a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. The Reporting Person is expected to take actions in furtherance of the Proposal and the transactions and the transactions contemplated thereby.

A copy of the Proposal Letter is filed as Exhibit 7b herein, and is incorporated by reference into this Item 4.

Item 5. Interests in Securities of the Issuer.

(a) Aggregate number of shares beneficially owned: 1,897,675 Percentage of class: 6.15%

(b) Number of shares beneficially owned with:
Sole voting power: 1,897,675
Sole dispositive power: 1,897,675

(d) No persons, other than those disclosed above, have the right to receive or to direct the receipt of dividends from, or the proceeds from the sale of beneficially owned securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities Interests of the Issuer.

Not applicable.

Item 7. Material to be Filed as Exhibits.

7a. Stock Purchase Agreement between MacDermid, Incorporated and Harold Leever dated April 7, 1988 (incorporated by reference to Exhibit 7a of Schedule 13D originally filed by Daniel H. Leever with the Securities Exchange Commission on January 29, 1997).

7b. Proposal Letter from Daniel H. Leever to MacDermid, Incorporated, dated August 31, 2006.

7c. Highly Confident Letter to Court Square Capital Partners, dated August 31, 2006.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.

Dated: September 5, 2006


		DANIEL H. LEEVER

		/s/ Daniel H. Leever

EX-7.B 2 w24827exv7wb.htm PROPOSAL LETTER DATED AUGUST 31, 2006 exv7wb

August 31, 2006

Board of Directors
MacDermid, Inc.
1401 Blake Street
Denver, Colorado 80202

Ladies & Gentlemen:

I am, together with Court Square Capital Partners (the “Sponsor”), pleased to propose to acquire by merger, for a purchase price of $32.50 in cash per share, all of the outstanding shares of Common Stock of MacDermid, Incorporated (the “Company”). Our proposal would provide a premium of 20% over the average closing price of the Company’s common shares for the thirty (30) trading days ending on August 30, 2006.

I would participate by making a significant investment in the transaction and I expect that we would provide members of the Company’s senior management team with the opportunity to participate in the transaction as well. I would continue as chairman and CEO following the transaction, and would expect that our senior leadership team would continue to lead the Company into the future with me and would maintain the Company’s valuable employee base, which we view as one of its most important assets.

The transaction would be financed through a combination of equity from the Sponsor and equity investments by myself, members of our senior management team and Joseph Silvestri, a member of the Company’s board and a managing partner of the Sponsor, and debt financing arranged by a major financial institution. We are highly confident of our ability to raise the necessary debt financing.

We anticipate that you will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the “Special Committee”) to consider our proposal. To facilitate that review, we intend to provide shortly (1) equity and debt financing letters for all amounts necessary to effect the transaction and (2) a proposed merger agreement that we would be prepared to enter into. We are prepared to move very quickly to finalize the definitive transaction and related documents as we complete our remaining due diligence.

Of course, no binding obligation on the part of the undersigned or the Company shall arise with respect to the proposal or any transaction unless and until a definitive merger agreement satisfactory to us and recommended by the Special Committee and approved by the Board of Directors is executed and delivered.

Board of Directors
August 31, 2006
Page 2

We look forward to discussing our proposal with you further in the near future.

Very truly yours,

Daniel H. Leever

EX-7.C 3 w24827exv7wc.htm HIGHLY CONFIDENT LETTER DATED AUGUST 31, 2006 exv7wc


		CONFIDENTIAL
		AUGUST 31, 2006

Court Square Capital Partners
399 Park Avenue, 14^thFloor
New York, NY 10022

MacDermid, Incorporated
Highly Confident Letter

Ladies and Gentlemen:

You have requested the view of Credit Suisse Securities (USA) LLC (together with its affiliates, “CS Securities”, “we” or “us”) regarding the ability of you or one of your affiliates (the “Acquiror”) to obtain a portion of the financing required in connection with the possible acquisition (the “Acquisition”) by the Acquiror of MacDermid, Incorporated (the “Company”) in a transaction whereby the shareholders of the Company would receive per share consideration of $32.50 in cash (the “Consideration”).

You have informed us that a portion of the financing necessary to complete the Acquisition and to pay fees and expenses incurred in connection with the Acquisition (the “Financing”) would consist of: (i) a revolving credit facility, undrawn at closing, of approximately $50 million; and (ii) up to $925 million of a combination of term loans, (together with the revolving credit facility, the “Senior Credit Facility”) and senior secured notes, senior notes and senior subordinated debt securities issued by the Acquiror (the “Notes”). You also have informed us that it is currently contemplated that the closing of the Financing would occur simultaneously with the closing of the Acquisition, the date of which is to be determined, and that upon completion of the Acquisition, no debt of the Acquiror or the Company will be outstanding other than as described above.

Our view is based on the Acquisition as currently structured, including (a) our understanding of the business, assets, liabilities, operations, condition (financial or otherwise), operating results and prospects of the Acquiror and the Company, and current general economic and market conditions and (b) CS Securities acting as the sole lead arranger and sole bookrunner in connection with the Senior Credit Facility and sole placement agent or sole managing underwriter in connection with the issuance and sale of the Notes. We have based our judgment upon publicly available information and information supplied to date by you to us, and we have not assumed any responsibility for independent verification of such information and have relied on its being complete and accurate in all material respects. You also have instructed us to assume the cooperation of all parties-at-interest in the proposed Acquisition. Our view is also subject to: (i) satisfactory finalization of the terms and documentation of the Acquisition; (ii) satisfactory negotiation and documentation of the Financing, including the terms of the Senior Credit Facility and the Notes; (iii) satisfactory completion of offering documents relating to each of the Senior Credit Facility and the Notes; (iv) receipt of all required regulatory approvals and securities laws clearances; (v) satisfactory completion of due diligence customary in secured bank financings and securities offerings; (vi) the absence of any material adverse change in the business, assets, liabilities, operations, condition (financial or otherwise), operating results or prospects of the Acquiror or the Company; (vii) the receipt of ratings for the Company, the Senior Credit Facility and the Notes from Moody’s Investor Service, Inc. and Standard & Poor’s Ratings Service; (viii) the availability of necessary and customary audited, unaudited and pro forma financial information in respect of the Acquiror or the Company customary in the syndicated loan market and in order to register the Notes in

accordance with the Securities Act of 1933, as amended; (ix) satisfactory market conditions for the arrangement of senior secured credit facilities and the placement of new issuances of senior subordinated debt securities and satisfactory market conditions in the syndicated loan market and the high-yield securities market in general; (x) satisfactory finalization of the capital structure of the Acquiror and the Company, including the amount of equity capital committed to effect the Acquisition; and (xi) our having reasonable time, based on our experience, to market the Senior Credit Facility and the Notes with the assistance of the management of the Acquiror and the Company. Although subsequent developments may affect our views in this letter, we do not have any obligation to inform you of any change in our views or to withdraw or reaffirm this letter.

Based on and subject to the foregoing, CS Securities is highly confident that it could (a) as sole lead arranger and sole bookrunner, arrange the Senior Credit Facility and (b) as sole placement agent or sole managing underwriter, arrange the sale of the Notes through a private sale and/or a public offering. The structure, covenants and terms of the Financing, including the total cost of capital and the structure, covenants and terms of the Senior Credit Facility and the Notes, will be determined by CS Securities in consultation with the Acquiror and the Company based on market conditions at the time of the arrangement of the Senior Credit Facility and the sale, placement or arrangement of the Notes and on the structure and documentation of the Acquisition.

This letter is not intended to be, and shall not constitute, a commitment or undertaking by CS Securities (a) to arrange or make a commitment with respect to any portion of the Senior Credit Facility, of (b) to underwrite, place or otherwise purchase the Notes on a principal or agency basis.

This letter has been delivered to you for your information only and is not to be, in whole or in part, summarized, excerpted from or distributed or disclosed to, or otherwise relied upon by, any other person without CS Securities’ prior written consent; provided, however, that the final form of this letter may be disclosed in its entirety (including any attachments hereto) on a confidential basis to the Company if the Company agrees (a) to keep this letter confidential, (b) not to rely upon this letter in its decision to take any action or refrain from taking any action and (c) that CS Securities shall not have any liability to the Company or any of the Company’s affiliates, shareholders, employees, officers or directors in connection with this letter.

We look forward to working with you on the successful completion of this financing transaction.


	Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC

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