-----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, DPd6b+5VDCkkfyhUv4wqHvYT0NYxTd5FKQfw3qyz0G6M7zPWK2PiS/DLJx8AXhq5 hQt5QFciEFqp2a60Z4EInQ== 0000950123-03-006113.txt : 20030515 0000950123-03-006113.hdr.sgml : 20030515 20030515162957 ACCESSION NUMBER: 0000950123-03-006113 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030515 GROUP MEMBERS: CITIBANK, N.A. GROUP MEMBERS: CITICORP GROUP MEMBERS: CITICORP VENTURE CAPITAL, LTD. GROUP MEMBERS: CITIGROUP HOLDINGS COMPANY 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: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08053 FILM NUMBER: 03705131 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: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 SC 13D/A 1 y86774sc13dza.txt AMENDMENT NO.5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 5)* MACDERMID, INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 554273 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) Joshua N. Korff, Esq. KIRKLAND & ELLIS 153 East 53rd Street New York, NY 10022 (212) 446-4800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 21, 2003 - -------------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Page 1 of 18 Pages CUSIP No. 5542773 10 2 13D Page 2 of 18 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITICORP VENTURE CAPITAL, LTD. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 851,720** EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 851,720** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 851,720** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS. **Represents 851,720 shares directly beneficially owned by Citicorp Venture Capital, Ltd. ("CVC"). CUSIP No. 5542773 10 2 13D Page 3 of 18 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITIBANK, N.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION National Banking Association - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 851,720** EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 851,720** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 851,720** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BK - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS. **Represents 851,720 shares directly beneficially owned by Citicorp Venture Capital, Ltd. ("CVC"). CUSIP No. 5542773 10 2 13D Page 4 of 18 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITICORP - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 933,570** EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 933,570** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,570** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS. **Represents (i) 851,720 shares directly beneficially owned by Citicorp Venture Capital, Ltd. ("CVC"), and (ii) 81,850 shares directly beneficially owned by a limited partnership, whose general partner is a wholly-owned subsidiary of Citicorp, for which shares CVC disclaims beneficial ownership. CUSIP No. 5542773 10 2 13D Page 5 of 18 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITIGROUP HOLDINGS COMPANY - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 933,570** EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 933,570** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 933,570** - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS. **Represents (i) 851,720 shares directly beneficially owned by Citicorp Venture Capital, Ltd. ("CVC"), and (ii) 81,850 shares directly beneficially owned by by a limited partnership, whose general partner is a wholly-owned subsidiary of Citicorp, for which shares CVC disclaims beneficial ownership. CUSIP No. 5542773 10 2 13D Page 6 of 18 Pages - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CITIGROUP INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not applicable. - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF None SHARES ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 981,770** EACH ----------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 981,770** - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 981,770** - -------------------------------------------------------------------------------- 12 E AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS. **Represents (i) 851,720 shares directly beneficially owned by Citicorp Venture Capital, Ltd. ("CVC"), (ii) 81,850 shares directly beneficially owned by a limited partnership whose general partner is a wholly-owned subsidiary of Citicorp, for which shares CVC disclaims beneficial ownership, and (iii) 48,200 shares that may be deemed to be beneficially owned by other subsidiaries of Citigroup Inc., for which shares CVC disclaims beneficial ownership. ITEM 1. SECURITIES AND ISSUER. This Amendment No. 5 ("Amendment") to the Schedule 13D dated December 29, 1999 as amended by Amendment No. 1 filed on March 5, 2002, Amendment No. 2 filed on July 12, 2002, Amendment No. 3 filed on September 25, 2002 and Amendment No. 4 filed on January 9, 2003, relates to the common stock, no par value, (the "Common Stock") of MacDermid, Incorporated, a Connecticut corporation (the "Issuer"). This Amendment is being filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 13d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ITEM 2. IDENTITY AND BACKGROUND. The response to Item 2 of the Schedule 13D is hereby amended and supplemented as follows: (a) - (c) See Schedule A and B attached hereto. (d) - (f) On April 28, 2003 Salomon Smith Barney, Inc. ("SSB"), now named Citigroup Global Markets, Inc., a subsidiary of Citigroup Inc. ("Citigroup"), announced final agreements with the SEC, the National Association of Securities Dealers, the New York Stock Exchange and the New York Attorney General (as lead state among the 50 states, the District of Columbia and Puerto Rico) to resolve on a civil basis all their outstanding investigations into its research and initial public offering allocation and distribution practices. SSB will pay $300 million for retrospective relief, plus $25 million for investor education, and has committed to spend $75 million to provide independent third-party research to its clients at no charge. SSB will also adopt new policies and procedures to further ensure the independence of its research and address other issues identified in the course of the investigation SSB reached these final settlement agreements without admitting or denying any wrongdoing or liability. The settlements do not establish wrongdoing or liability for purposes of any other proceeding. Other than as described above, during the last five years, none of the Reporting Persons or, to the best of the knowledge of the Reporting Persons, any of the persons listed on Schedules A and B hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. The citizenship of each of the individuals identified pursuant to paragraphs (a) through (c) is identified on Schedule A and B hereto. ITEM 4. PURPOSE OF TRANSACTION. (a) From February 21, 2003 to May 9, 2003, Citicorp Venture Capital, Ltd. ("CVC") disposed of 583,232 shares of Common Stock in open market transactions in the ordinary course of business (1) pursuant to Rule 144 ("Rule 144"), as promulgated under the Securities Act of 1933, as amended, as reported on Form 144 dated November 27, 2002, and March 24, 2003 and (2) pursuant to a registration statement filed by the Issuer on Form S-3 effective as of February 28, 2003. In addition, on May 9, 2003 CVC sold 1,350,000 shares of Common Stock at a price of $22.60 per share back to the Issuer pursuant to a Purchase and Sale Agreement (the "Purchase and Sale Agreement"), dated as of May 7, 2003, attached hereto as Exhibit 2 and incorporated by reference herein. Under the terms and conditions of the Purchase and Sale Agreement, CVC also granted the Issuer an option to purchase the remaining 851,720 shares of Common Stock held by CVC through November 3, 2003. The description of the terms and conditions of the Purchase and Sale Agreement in this Item 4, and Item 6 below is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement attached hereto as Exhibit 2. 7 of 18 Pages As a result of the foregoing transactions, CVC no longer beneficially owns greater than 5% of the outstanding Common Stock of the Issuer, and as a result, CVC and its affiliates will no longer be required to file amendments with respect to the Reporting Person's holdings of Common Stock on Schedule 13D pursuant to Rule 13d-2(a) of the Exchange Act. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The percentage calculations in Item 5 of this Amendment are based upon the 32,311,504 shares of Common Stock outstanding, as reported in the Company's Form 10-K filed on March 25, 2003. The response to Item 5 of the Schedule 13D is hereby amended and supplemented as follows: (a) CVC. As of the date of this Amendment, CVC directly beneficially owns 851,720 shares of Common Stock. This amount does not include (1) 81,850 shares directly beneficially owned by a partnership, whose general partner is a wholly-owned subsidiary of Citicorp (the "Partnership") and (2) 48,200 shares of Common Stock that may be deemed to be beneficially owned by other subsidiaries of Citigroup. The aggregate number of shares held by CVC represents approximately 2.6% of the outstanding shares of Common Stock. CVC has the shared power to vote and the shared power to dispose of the entire number of shares directly beneficially owned by CVC. CVC disclaims beneficial ownership with respect to the 81,850 shares directly beneficially owned by the Partnership and the 48,200 shares which may be deemed to be beneficially owned by other subsidiaries of Citigroup. CITIBANK, N.A. ("Citibank"). As of the date of this Amendment, Citibank, exclusively through its holding company structure, indirectly beneficially owns 851,720 shares of Common Stock directly beneficially owned by CVC. This amount does not include (1) 81,850 shares directly beneficially owned by the Partnership and (2) 48,200 shares of Common Stock that may be deemed to be beneficially owned by other subsidiaries of Citigroup for which Citibank disclaims beneficial ownership. The aggregate number of shares held through the holding company structure by Citibank represents approximately 2.6% of the outstanding shares of Common Stock. Citibank has shared power to vote and shared power to dispose of the entire number of shares directly beneficially owned by CVC. CITICORP. ("Citicorp") As of the date of this Amendment, Citicorp, exclusively through its holding company structure, indirectly beneficially owns 933,570 shares of Common Stock representing (1) 851,720 shares directly beneficially owned by CVC and (2) 81,850 shares directly beneficially owned by the Partnership. This amount does not include 48,200 shares of Common Stock that may be deemed to be beneficially owned by other subsidiaries of Citigroup for which Citicorp disclaims beneficial ownership. Citicorp may be deemed to beneficially own the 81,850 shares held by the Partnership because a wholly-owned subsidiary of Citicorp is the general partner of the Partnership. The aggregate number of shares held through the holding company structure by Citicorp represents approximately 2.9% of the outstanding shares of Common Stock. Citicorp has shared power to vote and shared power to dispose of the entire number of shares directly beneficially owned by CVC and the Partnership. CITIGROUP HOLDINGS COMPANY. ("Citigroup Holdings"). As of the date of this Amendment, Citigroup Holdings, exclusively through its holding company structure, indirectly beneficially owns 933,570 shares of Common Stock representing (1) 851,720 shares directly beneficially owned by CVC and (2) 81,850 shares directly beneficially owned by the Partnership. This amount does not include 48,200 shares of Common Stock that may be deemed to be beneficially owned by other subsidiaries of Citigroup for which Citigroup Holdings disclaims beneficial ownership. Citigroup Holdings may be deemed to beneficially own the 81,850 shares held by the Partnership because Citicorp is a wholly-owned subsidiary of Citigroup Holdings. The aggregate number of shares held through the holding company structure by Citigroup Holdings represents approximately 2.9% of the outstanding shares of Common Stock. Citigroup Holdings has shared power to vote and shared power to dispose of the entire number of 8 of 18 Pages shares directly beneficially owned by CVC and the Partnership. CVC disclaims beneficial ownership with respect to the 81,850 shares directly beneficially owned by the Partnership. CITIGROUP INC. As of the date hereof, Citigroup, exclusively through its holding company structure, indirectly beneficially owns 981,770 shares of Common Stock representing (1) 851,720 shares directly beneficially owned by CVC, (2) 81,850 shares directly beneficially owned by the Partnership and (3) 48,200 shares directly beneficially owned by other subsidiaries of Citigroup. As a result of its holding company structure, Citigroup may be deemed to beneficially own the 81,850 shares held by the Partnership and the 48,200 shares held by its direct and indirect subsidiaries. The aggregate number of shares held through Citigroup's holding company structure represents approximately 3.0% of the outstanding shares of Common Stock. Citigroup has shared power to vote and shared power to dispose of the entire number of shares directly beneficially owned by CVC, the Partnership and the other subsidiaries of Citigroup. (c) From February 21 to April 22, 2003, CVC disposed of 583,232 shares of Common Stock in open market transactions in the ordinary course of business under Rule 144, as promulgated under the Securities Act of 1933, as amended and pursuant to a registration statement filed by the Issuer on Form S-3, effective as of February 28, 2003. Such dispositions of Common Stock were reported on Forms 144 dated (1) November 27, 2002 for the sale of 158,000 shares of Common Stock and (2) March 24, 2003 for the sale of 131,800 shares of Common Stock. The dates, share amounts, and prices for such dispositions since February 21, 2003 are as follows:
AVERAGE PRICE DATE SHARES SOLD PER SHARE ---- ----------- --------- 2/21/2003 21,000 22.30 2/24/2003 13,000 22.01 2/25/2003 20,182 22.09 2/27/2003 10,900 22.02 2/28/2003 8,050 22.03 3/03/2003 10,150 22.00 3/04/2003 6,100 21.90 3/05/2003 7,500 21.87 3/06/2003 3,900 21.51 3/07/2003 2,800 21.10 3/10/2003 10,350 21.01 3/11/2003 13,800 21.00 3/13/2003 32,800 21.01 3/14/2003 10,650 21.00 3/17/2003 46,600 21.08 3/18/2003 47,800 21.22 3/19/2003 34,950 21.21 3/20/2003 33,700 21.02 3/21/2003 65,600 21.08 3/25/2003 18,450 21.02 3/26/2003 6,650 21.01 4/02/2003 9,150 21.00 4/03/2003 14,300 21.01
9 of 18 Pages 4/04/2003 16,000 21.02 4/07/2003 24,550 21.21 4/09/2003 1,600 20.64 4/10/2003 150 20.50 4/11/2003 650 20.53 4/14/2003 4,850 20.50 4/15/2003 21,500 20.57 4/16/2003 9,350 20.72 4/17/2003 13,650 20.71 4/21/2003 21,550 20.70 4/22/2003 21,000 20.70 5/09/2003 1,350,000 22.60
On May 9, 2003 an additional 1,350,000 Common Shares were sold pursuant to the Purchase and Sale Agreement. See Item 4 above and Item 6 below which are incorporated by reference herein. (d) Pursuant to certain terms and conditions in the Plan and Agreement of Merger dated February 18, 1999, by and among the Issuer, MCD Acquisition Corp., a Delaware corporation, PTI, Inc., a Delaware corporation, and CVC, as amended from time to time, the Issuer was required to retain a designee of CVC on its Board of Directors (the "Board"). As a result of CVC's dispositions of Common Stock reported in this Amendment the Issuer is no longer contractually required to retain designee of CVC on its Board. Nevertheless, the Board has asked CVC's current Board designee Joseph M. Silvestri, and Mr. Silvestri has agreed, to remain on the Board. Mr. Silvestri, age 41, has been Vice President of CVC for the last five years. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to the terms of the Purchase and Sale Agreement, on May 7, 2003 CVC sold 1,350,000 shares of Common Stock at a price of $22.60 per share back to the Issuer. Under the Purchase and Sale Agreement, CVC also granted the Issuer an option to purchase (the "Purchase Option") the remaining 851,720 shares of Common Stock held by CVC through November 3, 2003 at a purchase price equal to the average closing sale price on The New York Stock Exchange ("NYSE") for the 10 consecutive trading days preceding the date the Issuer gives notice to CVC of its election to exercise the Purchase Option; however, if the average 10 day closing price exceeds $25 per share, the purchase price shall be $25 per share, and if the average 10 day closing price is less than $22.60 per share, the purchase price shall be $22.60 per share. If the Issuer does not exercise the Purchase Option, pursuant to the Purchase and Sale Agreement, the Issuer has granted CVC an option to sell its shares back to the Issuer (the "Sale Option") at any time after 9:00 a.m. EST November 4, 2003 until 5:00 p.m. EST on November 7, 2003 at a purchase price equal to the average closing sale price on NYSE for the 10 consecutive trading days preceding the date the CVC gives notice to the Issuer of its election to exercise the Sale Option; however, if the average 10 day closing price exceeds $25 per share, the purchase price shall be $25 per share, and if the average 10 day closing price is less than $22.60 per share, the purchase price shall be $22.60 per share. The description of the terms and conditions of the Purchase and Sale Agreement in this Item 6, and in Item 4 above, is qualified in its entirety by reference to the full text of the agreement attached hereto as Exhibit 2. Except as set forth herein or in the Schedules or Exhibits hereto, to the best of the knowledge of the Reporting Persons, none of the persons listed on Schedules A through B has any other contracts, 10 of 18 Pages arrangements, understandings or relationships (legal or otherwise) with any 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, puts or calls, guarantees or profits, division of profits or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement, dated as of May 15, 2003 by and among CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup. 2. Purchase and Sale Agreement, dated as of May 7, 2003 by and between MacDermid, Incorporated and Citicorp Venture Capital, Ltd. 11 of 18 Pages SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 15, 2003 CITICORP VENTURE CAPITAL, LTD. By: /s/ Serena D. Moe ------------------------------------------ Name: Serena D. Moe Its: Vice President & Assistant Secretary CITIBANK, N.A. By: /s/ Serena D. Moe ------------------------------------------ Name: Serena D. Moe Its: Assistant Secretary CITICORP By: /s/ Serena D. Moe ------------------------------------------ Name: Serena D. Moe Its: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ Serena D. Moe ------------------------------------------ Name: Serena D. Moe Its: Assistant Secretary CITIGROUP INC. By: /s/ Serena D. Moe ------------------------------------------ Name: Serena D. Moe Its: Assistant Secretary 12 of 18 Pages SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF CITICORP VENTURE CAPITAL, LTD.
NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE - ------------------------------------------- ----- William T. Comfort Director and Chairman Director David F. Thomas Director and Vice President Executive Officer Michael T. Bradley Vice President Executive Officer Lauren M. Connelly Vice President and Secretary Executive Officer Charles E. Corpening Vice President Executive Officer Michael A. Delaney Vice President and Managing Executive Officer Director Michael S. Gollner Vice President Executive Officer Ian D. Highet Vice President Executive Officer Darryl A. Johnson Assistant Vice President Executive Officer Byron L. Knief Vice President Executive Officer Richard E. Mayberry Vice President Executive Officer Thomas F. McWilliams Vice President Executive Officer
13 of 18 Pages
NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE - ------------------------------------------- ----- Anthony P. Mirra Vice President & Assistant Secretary Executive Officer Paul C. Schorr Vice President and Managing Director Executive Officer Joseph M. Silvestri Vice President Executive Officer James A. Urry Vice President Executive Officer John D. Weber Vice President Executive Officer
14 of 18 Pages SCHEDULE B EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INC.
NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE ------------------------------------------- ----- C. Michael Armstrong Chairman, Comcast Corporation Director Alain J. P. Belda President & Chief Executive Officer Director Alcoa Inc. Brazil George David Chairman & Chief Executive Officer Director United Technologies Corporation Kenneth T. Derr Chairman, Retired Director ChevronTexaco Corporation John M. Deutch Institute Professor Director Massachusetts Institute of Technology The Honorable Gerald R. Ford Former President of the United States Honorary Director Ann Dibble Jordan Consultant Director Dudley C. Mecum Managing Director Director Capricorn Holdings Richard D. Parsons Chief Executive Officer, Director AOL - Time Warner Inc. Andrall E. Pearson Founding Chairman Director Yum! Brands, Inc. Roberto Hernandez Ramirez Chairman Director Banco de Nacional de Mexico Mexico Robert E. Rubin Chairman, Executive Committee, Citigroup Inc. Director and Member of the Office of the Chairman, Executive Officer Citigroup Inc. Franklin A. Thomas Consultant, TFF Study Group Director
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NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE ------------------------------------------- ----- Sanford I. Weill Chairman and Chief Executive Officer Director and Citigroup Inc. Executive Officer Arthur Zankel Senior Managing Member, High Rise Capital Director Management, L.P. Winfred F. W. Bischoff Chairman, Executive Officer Citigroup Europe United Kingdom and Germany Michael A. Carpenter Chairman and Chief Executive Officer -- Citigroup Executive Officer Global Investments Robert Druskin Chief Operations and Technology Officer -- Executive Officer Citigroup Inc. Stanley Fischer Vice Chairman -- Citigroup Inc. Executive Officer William P. Hannon Controller & Chief Accounting Officer -- Executive Officer Citigroup Inc. Michael S. Helfer General Counsel and Corporate Secretary -- Citigroup Inc. Thomas Wade Jones Chairman & Chief Executive Officer -- Executive Officer Global Investment Management and Private Banking Group Sallie Krawcheck Chairman and Chief Executive Officer -- Smith Executive Officer Barney Marjorie Magner Chief Operating Officer -- Global Consumer Group Executive Officer Michael T. Masin Vice Chairman and Chief Operating Officer -- Executive Officer Citigroup Inc. Deryck C. Maughan Vice Chairman -- Citigroup Inc. Executive Officer United Kingdom Victor J. Menezes Senior Vice Chairman -- Citigroup Inc. Executive Officer Charles O. Prince, III Chairman and CEO -- Citigroup Global Markets Inc. Executive Officer
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NAME, POSITION, CITIZENSHIP (UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE ------------------------------------------- ----- William R. Rhodes Senior Vice President -- Citigroup Inc. Executive Officer Todd S. Thomson Chief Financial Officer -- Citigroup Inc. Executive Officer Robert B. Willumstad President -- Citigroup Inc. Executive Officer
17 of 18 Pages EXHIBIT INDEX 1. Joint Filing Agreement, dated as of May 15, 2003 by and among CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup. 2. Purchase and Sale Agreement, dated as of May 7, 2003 by and between MacDermid, Incorporated and Citicorp Venture Capital, Ltd. 18 of 18 Pages EX-99.1 3 y86774exv99w1.txt JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all of the undersigned that this Amendment No. 5 to Schedule 13D on or about this date with respect to the beneficial ownership by the undersigned of MacDermid, Incorporated is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. Dated: May 15, 2003 CITICORP VENTURE CAPITAL, LTD. By: /s/ Serena D.Moe ----------------------------- Name: Serena D.Moe Its: Vice President & Assistant Secretary CITIBANK, N.A. By: /s/ Serena D.Moe ----------------------------- Name: Serena D.Moe Its: Assistant Secretary CITICORP By: /s/ Serena D.Moe ----------------------------- Name: Serena D.Moe Its: Assistant Secretary CITIGROUP HOLDINGS COMPANY By: /s/ Serena D.Moe ----------------------------- Name: Serena D.Moe Its: Assistant Secretary CITIGROUP INC. By: /s/ Serena D.Moe ----------------------------- Name: Serena D.Moe Its: Assistant Secretary 1 of 1 Pages EX-99.2 4 y86774exv99w2.txt PURCHASE AND SALE AGREEMENT EXHIBIT 2 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement, dated as of May 7, 2003, is by and between MacDermid, Incorporated ("MACDERMID") and Citicorp Venture Capital Ltd ("CVC"). MacDermid and CVC are sometimes collectively referred to as the "PARTIES" and each individually as a "PARTY." WHEREAS, CVC is the holder of 2,201,720 shares of MacDermid's common stock (the "SHARES"); WHEREAS, CVC desires to sell 1,350,000 of the Shares (the "PURCHASED SHARES") and MacDermid desires to purchase such Shares in accordance with the terms and conditions set forth herein; WHEREAS, MacDermid desires to obtain an option to purchase the remaining 851,720 Shares (the "REMAINING SHARES") and CVC desires to grant such an option in accordance with the terms and conditions set forth herein; and WHEREAS, CVC desires to obtain an option to sell the Remaining Shares to MacDermid (if not otherwise purchased by MacDermid pursuant to the above referenced purchase option) and MacDermid desires to grant such an option in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound by the terms and conditions of this Agreement, the Parties hereby agree as follows: 1. PURCHASE AND SALE OF MACDERMID COMMON STOCK. 1.1 Purchase and Sale. Upon the terms and subject to the conditions contained herein, CVC hereby agrees to sell and transfer, free and clear of all Liens (as defined below), all of its right, title and interest in the Purchased Shares to MacDermid, and MacDermid hereby agrees to purchase the Purchased Shares for a purchase price per Share of $22.60 for an aggregate purchase price of $30,510,000. 1.2 Closing. The closing of the transactions contemplated by Section 1.1 above shall take place on the sooner to occur of (i) the third business day following the execution date of this Agreement or (ii) May 16, 2003, in either instance at the Company's offices in Waterbury, Connecticut or at such other time and place as the Parties shall mutually agree. At the closing, (i) CVC shall validly transfer to MacDermid, by all necessary and appropriate assignments, stock transfer powers and other instruments of transfer and conveyance, free and clear of all Liens, all of its right, title and interest in and to the Purchased Shares and (ii) MacDermid shall deliver the purchase price therefor, via wire transfer to CVC. 2. OPTION TO PURCHASE REMAINING SHARES. 2.1 Exercise of Option to Purchase. MacDermid shall have and CVC hereby grants to MacDermid, the option, but not the obligation to purchase and CVC shall have the obligation to sell all of the Remaining Shares (the "PURCHASE OPTION"). The Purchase Option shall be exercisable for the period commencing on the date of closing referenced in Section 1.2 above and ending on November 3, 2003 (the "PURCHASE OPTION TERMINATION DATE"), in one or more tranches, by MacDermid's delivery of one or more written notices (which notices shall include a calculation of the purchase price per Share as determined below) to CVC on or prior to the Purchase Option Termination Date. The purchase price per Share shall be an amount equal to the average closing sale prices for MacDermid common stock on The New York Stock Exchange for the 10 consecutive trading days immediately preceding the date of MacDermid's exercise notice, as reported in The Wall Street Journal; however the purchase price per Share hereunder shall be no less than $22.60 or more than $25. If the average exceeds $25/Share, the purchase price shall be $25/Share and if the average is less than $22.60/Share, the purchase price shall be $22.60/Share. 2.2 Closing. The closing of each of the transactions contemplated by Section 2.1 above shall take place no later than 3 business days following the delivery by MacDermid of each of its option exercise notice(s) to CVC at the Company's offices in Waterbury, Connecticut or at such other time and place as the Parties shall mutually agree. At the closing, (i) CVC shall validly transfer to MacDermid, by all necessary and appropriate assignments, stock transfer powers and other instruments of transfer and conveyance, free and clear of all Liens, all of its right, title and interest in and to the number of the Remaining Shares specified in MacDermid's option exercise notice and (ii) MacDermid shall deliver the purchase price therefor via wire transfer to CVC. 3. OPTION TO SELL REMAINING SHARES. 3.1 Exercise of Option to Sell. If MacDermid does not exercise in its entirety the Purchase Option in accordance with Section 2 above, CVC shall have and MacDermid hereby grants to CVC the option but not the obligation to sell and to require MacDermid to purchase, and upon such exercise MacDermid shall have the obligation to purchase, all of the Remaining Shares as to which MacDermid has not exercised the Purchase Option (the "SALE OPTION"). The Sale Option shall be exercisable from 9:00 am EST on November 4, 2003 until 5:00 pm EST on November 7, 2003 by CVC's delivery of a written notice (which notice shall include a calculation of the purchase price per Share as determined below) to MacDermid prior to 5:00 pm EST on November 7, 2003. The purchase price per Share shall be an amount equal to the average closing sale prices for MacDermid common stock on The New York Stock Exchange for the 10 consecutive trading days immediately preceding the date of CVC's exercise notice, as reported in The Wall Street Journal; however the purchase price per Share hereunder shall be no less than $22.60 or more than $25. If the average exceeds $25/Share, the purchase price shall be $25/Share and if the average is less than $22.60/share, the purchase price shall be $22.60/Share. 3.2 Closing. The closing of the transactions contemplated by Section 3.1 above shall take place no later than three (3) business days after the delivery of the notice -2- exercising the Sale Option by CVC to MacDermid at the Company's offices in Waterbury, Connecticut or at such other time and place as the Parties shall mutually agree. At the closing, (i) CVC shall validly transfer to MacDermid, by all necessary and appropriate assignments, stock transfer powers and other instruments of transfer and conveyance, free and clear of all Liens, all of its right, title and interest in and to the Remaining Shares as to which MacDermid has not exercised the Purchase Option and (ii) MacDermid shall deliver the purchase price therefor via wire transfer to CVC. 4. REPRESENTATIONS AND WARRANTIES OF CVC. CVC represents and warrants to MacDermid that the following representations and warranties are true and correct as of the date hereof and as of the date of each closing hereunder. 4.1 Authority. CVC has all corporate power and authority necessary to enter into and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by CVC of this Agreement, the performance by CVC of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of CVC. This Agreement is the legal, valid and binding obligation of CVC, enforceable against CVC in accordance with its terms. 4.2 No Violations. The execution and delivery of this Agreement and the consummation of the transactions contemplated thereby shall not (i) contravene any provisions of CVC's charter documents; (ii) violate or constitute a breach of any decision, judgment, or order of any court or arbitration board or of any governmental department, commission, board, agency, or instrumentality, domestic or foreign, by which CVC is bound or to which it or any of Shares are subject; or (iv) violate any applicable law, rule, or regulation to which CVC or any of the Shares are bound. 4.3 No Consents or Approvals of Governmental Authorities or Others. No consent or approval of, or filing and expiration of a waiting period or a period for disapproval by, any governmental authority or other third party, is required for the sale of the Shares by CVC or for the consummation the transactions contemplated by this Agreement. 4.4 Title to Shares. CVC owns the Shares free and clear of any claims, charges, liens, security interests, encumbrances or any other restrictions and such Shares are not bound by or subject to any proxy, agreement, voting trust or other restriction regarding the transfer or voting thereof (collectively, the "LIENS"), and good and marketable title to such Shares shall be transferred to MacDermid at the closing(s) hereunder free and clear of any Liens. 5. REPRESENTATIONS AND WARRANTIES OF MACDERMID. MacDermid represents and warrants to CVC that the following representations and warranties are true and correct as of the date hereof and as of the date of each closing hereunder. 5.1 Authority. MacDermid has all corporate power and authority necessary to enter into and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by MacDermid of this Agreement, the performance by MacDermid its obligations hereunder and the consummation of the transactions contemplated hereby have -3- been duly and validly authorized by all necessary corporate action on the part of MacDermid. This Agreement is the legal, valid and binding obligation of MacDermid, enforceable against MacDermid in accordance with its terms. 5.2 No Violations. The execution and delivery of this Agreement and the consummation of the transactions contemplated thereby shall not (i) contravene any provisions of MacDermid's charter documents; (ii) violate or constitute a breach of any decision, judgment, or order of any court or arbitration board or of any governmental department, commission, board, agency, or instrumentality, domestic or foreign, by which MacDermid is bound or to which it is subject; or (iv) violate any applicable law, rule, or regulation to which MacDermid is bound. 6. MISCELLANEOUS PROVISIONS. 6.1 No Further Sales. On and after the date hereof and until the close of business on November 3, 2003, CVC covenants and agrees that it will not sell any of the Shares. After expiry of the Purchase Option, CVC shall be free to sell the Shares. Nothing contained herein shall affect the registration rights previously granted to CVC pursuant to the registration rights agreement between the parties. 6.2 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties and their successors and permitted assigns. Neither Party shall assign this Agreement or any of its rights, obligations or privileges under this Agreement, including, without limitation, by operation of law, without the prior written consent of the other Party, except that MacDermid may assign this Agreement to any of its affiliates. 6.3 Governing Law; Jurisdiction. This Agreement shall be construed in accordance with the internal laws, without regard to conflicts of interest principles, of the State of Connecticut. 6.4 Severability. In the event that any one or more of the provisions (or any part thereof) contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement; provided, however, that if the deletion of any provision hereof frustrates an essential purpose of this Agreement or material rights of a Party, the Parties shall seek in good faith alternative provisions or arrangements to achieve the same purposes as the invalid, illegal or unenforceable provision. 6.5 Integrated Document. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and all prior agreements shall be deemed merged into the provisions of and superseded by this Agreement. No amendment or supplement hereof shall be effective or binding on either Party hereto unless reduced to writing and executed by the duly authorized representatives of both Parties. 6.6 Notices. Any notice given in connection with this Agreement shall be in writing and shall be delivered (i) by certified first class mail, return receipt requested, (ii) by a -4- nationally-recognized express courier delivery service, (iii) by hand, or (iv) by facsimile transmission, in each case addressed to the Parties as follows: IF TO CVC TO: WITH A COPY TO: Citicorp Venture Capital, Ltd. Kirkland & Ellis 399 Park Avenue Citicorp Center New York, NY 10022 153 East 53rd Street Fax: (212) 888-2940 New York, NY 10022-4675 Attention:Joseph Silvestri Fax: (212) 446-4900 Attention: Adrian van Schie, Esq. IF TO MACDERMID TO: WITH A COPY TO: MacDermid, Incorporated Nutter, McClennen & Fish LLP 245 Freight Street 155 Seaport Blvd. Waterbury, CT 06702 World Trade Center West Fax: (203) 575-5630 Boston, MA 02210 Attention:John L. Cordani, Esq. Fax: (617) 310-9342 General Counsel and Secretary Attention: Michael E. Mooney, Esq. Any such address may be changed by written notice given in accordance herewith. Any notice shall be deemed delivered as follows: (a) if given in the manner described in clause (i), five (5) days after being deposited with the U.S. Postal Service, (b) if given in the manner described in clause (ii), the next business day after being deposited for delivery with the courier; (c) if given in the manner described in clause (iii), when delivered; and (d) if given in the manner described in clause (iv), when transmitted (provided that the sender receives and retains electronic confirmation of the successful completion of such facsimile transmission). 6.7 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Purchase and Sale Agreement as of the day and year first written above. -5- MACDERMID, INCORPORATED By: /s/ John L. Cordani --------------------------------- Name: John L. Cordani Title: Secretary CITICORP VENTURE CAPITAL LTD. By: /s/ Joseph Silvestri ---------------------------------- Name: Joseph Silvestri Title: VP -6- -----END PRIVACY-ENHANCED MESSAGE-----