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
15 of 18 Pages
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
16 of 18 Pages
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