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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934*
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CHEMFIRST INC.
(Name of Issuer)
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Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
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16361A106
(CUSIP Number)
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John W. Ward, Esq.
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, DE 19898
Telephone: (302) 774-8035
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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Copy to:
Ronald Cami, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
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July 23, 2002
(Date of Event Which Requires Filing of this Statement)
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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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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).
(Continued on following pages)
CUSIP No. 16361A106
_______________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
E. I. du Pont de Nemours and Company
IRS. I.D. # 51-0014090
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS*
OO
_______________________________________________________________________________
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 ________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,198,664
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None
PERSON ________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,198,664
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,198,664
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
(See Instructions)
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_______________________________________________________________________________
2
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission by E. I. du Pont de Nemours and Company that
it is the beneficial owner of any of the common stock of ChemFirst Inc.
referred to herein for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and
such beneficial ownership is expressly disclaimed. E. I. du Pont de Nemours
and Company also disclaims any interest in any shares of common stock of
ChemFirst Inc. held by any of its affiliated employee benefit plans, including
pension funds and medical and dental funds, and by certain affiliated entities
which may hold such shares for charitable purposes.
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value
$1.00 per share (the "Issuer Common Stock"), of ChemFirst Inc., a Mississippi
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 700 North Street, Jackson, Mississippi 39215-1249.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is E. I. du Pont de
Nemours and Company, a Delaware corporation ("DuPont").
(b) The address of the principal office and principal business of DuPont
is 1007 Market Street, Wilmington, Delaware 19898.
(c) DuPont is a world leader in science and technology in a range of
disciplines including high-performance materials, synthetic fibers,
electronics, specialty chemicals, agriculture and biotechnology. DuPont
operates globally through some 22 strategic business units. Within the
strategic business units, a wide range of products are manufactured for
distribution and sale to many different markets, including the transportation,
textile, construction, motor vehicle, agricultural, home furnishings, medical,
packaging, electronics and the nutrition and health markets. Set forth in
Schedule A hereto, which is incorporated herein by reference, is the name,
business address, present principal occupation or employment and the name,
principal business and address of any corporation or other organization in
which such employment is conducted and citizenship, of each of DuPont's
directors and executive officers, as of the date hereof. Other than such
directors and executive officers, there are no persons controlling DuPont.
(d) During the past five years, neither DuPont nor, to DuPont's
knowledge, any person named in Schedule A hereto, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither DuPont nor, to DuPont's
knowledge, any person named in Schedule A hereto, 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 activity
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to the Shareholder Agreement, dated as of July 23, 2002 (the
"Shareholder Agreement"), between DuPont and certain shareholders of the
Issuer set forth on Schedule A thereto (collectively, the "Shareholder"),
DuPont may be deemed to be the beneficial owner of 1,198,664 shares of Issuer
Common Stock (collectively, the "Subject Shares"). DuPont and the Shareholder
entered into the Shareholder Agreement to induce DuPont to enter into the
Agreement and Plan of Merger, dated as of July 23, 2002 (the "Merger
Agreement"), among DuPont, Purple Acquisition Corporation, a Mississippi
corporation and a wholly owned subsidiary of DuPont ("Merger Sub"), and the
Issuer. Pursuant to the Merger Agreement, Merger Sub will merge with and into
the Issuer (the "Merger"), with the Issuer continuing as the surviving
corporation in the Merger (the "Surviving Corporation") as a wholly owned
subsidiary of DuPont. In the Merger, each share of Issuer Common Stock will be
converted into the right to receive $29.20 in cash, without interest. The
Merger is subject to certain conditions. The descriptions of the Merger
Agreement and the Shareholder Agreement contained herein are qualified in
their entirety by reference to such agreements, which are attached hereto as
Exhibits 1 and 2, respectively.
3
ITEM 4. PURPOSE OF TRANSACTION
(a)-(b) The Shareholder Agreement was entered into as a condition to the
willingness of DuPont to enter into the Merger Agreement and to increase the
likelihood that the approval of the Issuer's shareholders required in
connection with the Merger will be obtained. See the response to Item 3 for a
more complete description of the Merger. Pursuant to the terms of the
Shareholder Agreement, any shares of capital stock of the Issuer acquired by
the Shareholder after the date of the Shareholder Agreement and during the
term of the Shareholder Agreement (including through the exercise of any stock
options, warrants or similar instruments) will be subject to the Shareholder
Agreement. Accordingly, any such acquisition of shares of capital stock of the
Issuer by the Shareholder may result in DuPont being deemed to acquire
beneficial ownership of additional securities of the Issuer.
(c) Not applicable.
(d) Upon consummation of the Merger, the directors of the Surviving
Corporation shall be the existing directors of Merger Sub, until their
resignation or removal or until their respective successors are duly elected
and qualified. The existing directors of Merger Sub are Robert M. Reardon and
Mark D. Matthews. The officers of the Surviving Corporation shall be the
officers of Merger Sub immediately prior to the consummation of the Merger,
until their resignation or removal or until their respective successors are
duly elected and qualified.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Articles of Incorporation of
Merger Sub shall be the Articles of Incorporation of the Surviving Corporation
until thereafter changed or amended. Upon consummation of the Merger, the
By-laws of Merger Sub, as in effect immediately prior to the Merger, shall be
the By-laws of the Surviving Corporation until thereafter changed or amended.
(h) - (i) Upon consummation of the Merger, the Issuer Common Stock will
be delisted from The New York Stock Exchange and will become eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act.
(j) Other than as described above, DuPont currently has no plan or
proposals that relate to, or may result in, any of the matters listed in Items
4(a) - (i) of Schedule 13D (although DuPont reserves the right to develop such
plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As a result of the Shareholder Agreement, DuPont may be deemed to
be the beneficial owner of the Subject Shares. The Subject Shares constitute
approximately 8.5% of the issued and outstanding shares of Issuer Common
Stock, based on the Issuer's representation in the Merger Agreement that there
were 14,184,806 shares of Issuer Common Stock issued and outstanding at the
close of business on July 19, 2002.
Pursuant to the Shareholder Agreement, the Shareholder has agreed, among
other things, (i) to vote the Subject Shares (and any shares of capital stock
of the Issuer acquired by the Shareholder after the date of the Shareholder
Agreement and during the term of the Shareholder Agreement) in favor of (a)
the approval of the Merger Agreement, (b) the approval of the Merger and (c)
the approval of the other transactions contemplated by the Merger Agreement,
(ii) to vote the Subject Shares (and any shares of capital stock of the Issuer
acquired by the Shareholder after the date of the Shareholder Agreement and
during the term of the Shareholder Agreement) against (a) any merger agreement
or merger (other than the Merger Agreement and the Merger), consolidation,
combination, sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Issuer, (b) any Takeover
Proposal (as such term is defined in the Merger Agreement) and (c) any
amendment of the Issuer's Articles of Incorporation or By-laws or other
proposal, action or transaction that would impede, frustrate, prevent or delay
the consummation of the Merger or the other transactions contemplated by the
Merger Agreement or Shareholder Agreement or change in any manner the voting
rights of the Issuer Common Stock, (iii) except for liens, security interests
or transfers in connection with loans secured by the Subject Shares, not to
sell, transfer, pledge, assign or otherwise dispose of any Subject Shares or
enter into any arrangement with respect to the sale, transfer, pledge,
assignment or other disposition of such Subject Shares unless the transferee
enters into a shareholder agreement with DuPont and Merger Sub that is
substantially identical to the Shareholder Agreement and (iv) not to enter
into any voting agreement or arrangement with respect to the Subject Shares
(and any shares of capital stock of the Issuer acquired by the Shareholder
after the date of the Shareholder Agreement and during the term of the
Shareholder Agreement) or to deposit any Subject Shares (and any shares of
capital stock of the Issuer acquired by the Shareholder
4
after the date of the Shareholder Agreement and during the term of the
Shareholder Agreement) in a voting trust. Further, by their execution of the
Shareholder Agreement, the Shareholder has irrevocably appointed DuPont,
Purple Acquisition Corporation and any individual designated in writing by
DuPont (each, an "Attorney"), as the Shareholder's proxy and attorney-in-fact
(with full power of substitution). The names of the Shareholder and the number
of Subject Shares beneficially owned by the Shareholder are set forth in
Schedule A to the Shareholder Agreement, which is attached as Exhibit 2
hereto.
In exercising its right to vote the Subject Shares as proxy and
attorney-in-fact of the Shareholder, an Attorney's rights are limited to
voting the Subject Shares, or granting a consent or approval with respect to
the Subject Shares, (i) in favor of approval of the Merger and the Merger
Agreement and (ii) against any Takeover Proposal (as such term is defined in
the Merger Agreement) or other proposal or transaction that would impede,
frustrate, prevent or delay the Merger, the other transactions contemplated by
the Merger Agreement or the Shareholder Agreement or change in any manner the
voting rights of the Issuer Common Stock. The Shareholder may vote the Subject
Shares on all other matters.
The Shareholder Agreement terminates upon the earlier of (i) such date
and time as the Merger shall become effective in accordance with the terms of
the Merger Agreement or (ii) the termination of the Merger Agreement in
accordance with its terms.
(c) Neither DuPont nor, to the knowledge of DuPont, any person named in
Schedule A, has effected any transaction in the Issuer Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than as described in Items 3, 4 and 5 and the agreements
incorporated herein by reference and set forth as exhibits hereto, to the
knowledge of DuPont, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
Exhibit
Number Exhibit Name
1. Agreement and Plan of Merger dated as of July 23, 2002, among E. I.
du Pont de Nemours and Company, a Delaware corporation, Purple
Acquisition Corporation, a Mississippi corporation and a wholly
owned subsidiary of E. I. du Pont de Nemours and Company, and
ChemFirst Inc., a Mississippi corporation.
2. Shareholder Agreement dated as of July 23, 2002, between E. I. du
Pont de Nemours and Company, a Delaware corporation, Purple
Acquisition Corporation, a Mississippi corporation and a wholly
owned subsidiary of E. I. du Pont de Nemours and Company, and
certain shareholders of ChemFirst Inc., a Mississippi corporation.
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
E. I. DU PONT DE NEMOURS AND COMPANY,
by /s/ Gary M. Pfeiffer
-----------------------------------
Name: Gary M. Pfeiffer
Title: Senior Vice President &
Chief Financial Officer
Dated: July 26, 2002
6
EXHIBIT INDEX
Exhibit
Number Exhibit Name
1. Agreement and Plan of Merger dated as of July 23, 2002, among E. I.
du Pont de Nemours and Company, a Delaware corporation, Purple
Acquisition Corporation, a Mississippi corporation and a wholly
owned subsidiary of E. I. du Pont de Nemours and Company, and
ChemFirst Inc., a Mississippi corporation.
2. Shareholder Agreement dated as of July 23, 2002, between E. I. du
Pont de Nemours and Company, a Delaware corporation, Purple
Acquisition Corporation, a Mississippi corporation and a wholly
owned subsidiary of E. I. du Pont de Nemours and Company, and
ChemFirst Inc., and certain shareholders of ChemFirst Inc., a
Mississippi corporation.
7
SCHEDULE A
The following is a list of the directors and executive officers of
DuPont, setting forth the present principal occupation or employment and the
name and principal business of any corporation or other organization in which
such employment is conducted for each such person. Unless otherwise indicated,
all directors and officers listed below are citizens of the United States.
Board of Directors of DuPont
Name Position Present Principal Occupation Business Address
---- -------- ---------------------------- ----------------
Charles O. Holliday, Director Chairmen of the Board and Chief c/o E. I. du Pont de
Jr. Executive Officer of E. I. du Pont de Nemours and Company
Nemours and Company. 1007 Market Street
Wilmington, DE 19898
Alain J. P. Belda Director Chairman and Chief c/o E. I. du Pont de
Executive Officer of Alcoa Inc., a Nemours and Company
producer of primary aluminum, 1007 Market Street
fabricated aluminum and alumina. Wilmington, DE 19898
Richard H. Brown Director Chairman of the Board and Chief c/o E. I. du Pont de
Executive Officer of EDS, a global Nemours and Company
services company. 1007 Market Street
Wilmington, DE 19898
Curtis J. Crawford Director Chairman of the board of ON c/o E. I. du Pont de
Semiconductor Company, a producer of Nemours and Company
semiconductors for broadband and power 1007 Market Street
management applications, Director of Wilmington, DE 19898
CENix Inc., a designer and manufacturer
of optoelectronic subsystems, and
Director of ITT Industries, Inc., a
designer and manufacturer of engineered
products and provider of related services.
Louisa C. Duemling Director Member of the Board of Governors, c/o E. I. du Pont de
Nature Conservancy, a private Nemours and Company
conservation organization, and a member 1007 Market Street
of the Board of Managers, Mount Cuba Wilmington, DE 19898
Center, Inc., a center focused on the
study of Piedmont Flora in Greenville
Delaware.
Edward B. du Pont Director Director of Wilmington Trust c/o E. I. du Pont de
Corporation, a bank with over 50 Nemours and Company
branches, a Trustee of Christiana Care 1007 Market Street
Corporation, a not-for-profit healthcare Wilmington, DE 19898
network, a Trustee of Eleutherian Mills-
Hagley Foundation, the foundation that
manages the Hagley museum, and a Vice
President and a Trustee of Longwood
Foundation, Inc., a foundation focused on
education, health and human services,
the environment and the arts.
Deborah C. Hopkins Director Senior advisor of Marakon Associates, a c/o E. I. du Pont de
management consulting firm. Nemours and Company
1007 Market Street
Wilmington, DE 19898
8
Board of Directors of DuPont
Name Position Present Principal Occupation Business Address
---- -------- ---------------------------- ----------------
Lois D. Juliber Director Chief Operating Officer, Colgate- c/o E. I. du Pont de
Palmolive Company, a producer of Nemours and Company
consumer products. 1007 Market Street
Wilmington, DE 19898
Goran Lindahl Director Chairman of Alliance for Global c/o E. I. du Pont de
Sustainability, a foundation focused on Nemours and Company
the study of large-scale, multi- 1007 Market Street
disciplinary environmental problems, and Wilmington, DE 19898
Chairman of World Childhood
Foundation, an organization that defends
the rights of children.
Masahisa Naitoh Director Executive Vice Chairman of ITOCHU c/o E. I. du Pont de
Corporation, an international trading Nemours and Company
company. 1007 Market Street
Wilmington, DE 19898
William K. Reilly Director President and Chief Executive Officer of c/o E. I. du Pont de
Aqua International Partners L.P., a Nemours and Company
partnership that finances water supply 1007 Market Street
and wastewater treatment in developing Wilmington, DE 19898
countries.
H. Rodney Sharp, III Director President, Board of Trustees of c/o E. I. du Pont de
Longwood Foundation, Inc., a foundation Nemours and Company
focused on education, health and human 1007 Market Street
services, the environment and the arts. Wilmington, DE 19898
Charles M. Vest Director President, Massachusetts Institute c/o E. I. du Pont de
of Technology, a research university. Nemours and Company
1007 Market Street
Wilmington, DE 19898
9
SCHEDULE A
Executive Officers and Senior Management of DuPont
Name Position
Senior Leaders
Charles Holliday, Jr. Chairman of the Board and Chief Executive Officer
Thomas M. Connelly Senior Vice President & Chief Science and Technology Officer
Edward J. Donnelly Group Vice President - DuPont Coatings & Color Technologies
Richard R. Goodmanson Executive Vice President & Chief Operating Officer
Diane H. Gulyas Group Vice President - DuPont Electronic & Communication
Technologies
John W. Himes Senior Vice President, Corporate Strategy
John C. Hodgson Executive Vice President
W. Donald Johnson Group Vice President - Operations & Services
Ellen J. Kullman Group Vice President - DuPont Safety & Protection
George F. MacCormack Group Vice President and General Manager - DuPont Textile &
Interiors
Steven R. McCracken Group Vice President and General Manager - DuPont Textile &
Interiors
Howard L. Minigh Group Vice President - Agriculture & Nutrition
Stacey J. Mobley Senior Vice President & Chief Administrative Officer & General
Counsel
Craig G. Naylor Group Vice President - DuPont Performance Materials
Gary M. Pfeiffer Senior Vice President & Chief Financial Officer
Dennis Zeleny Senior Vice President - Global Human Resources
DuPont Agriculture and Nutrition
James C. Borel Vice President & General Manager - DuPont Crop Protection
J. Erik Frywald Vice President & General Manager - DuPont Nutrition and Health
James R. Houser Director and President of DuPont Specialty Grains
Richard L. McConnell President & Chief Operating Officer - Pioneer Hi-Bred
DuPont Coatings & Color Technologies
Jeffrey L. Keefer Vice President & General Manager - DuPont Titanium Technologies
John R. Lewis Vice President & General Manager - DuPont Performance Coatings
Europe and Asia
Eric G. Melin Vice President & General Manager - Americas - DuPont
Performance Coatings
10
11
Executive Officers and Senior Management of DuPont
Name Position
DuPont Electronic & Communication Technologies
Richard J. Angiullo Vice President & General Manager - DuPont Fluoroproducts
David B. Miller Vice President & General Manager - DuPont Electronic
Technologies
Chester D. Pribonic Vice President & General Manager - DuPont Display
DuPont Performance Materials
Craig F. Binetti Vice President & General Manager - DuPont Packaging & Industrial
Polymers
Terry Caloghiris Vice President & General Manager - DuPont Engineering Polymers
Tom D. Gill, Jr. Vice President Global Operations - DuPont Engineering Polymers
Henry B. Voigt Vice Chairman & Chief Operating Officer - DuPont Teijin Films
DuPont Safety & Protection
Jeffrey A. Coe Vice President & General Manager - DuPont Chemical Solutions
W. J. Harvey Vice President & General Manager - DuPont Advanced Fiber
Systems
Keith R. McLoughlin Vice President & General Manager - DuPont Nonwovens
Harry Parker Vice President & General Manager - DuPont Surfaces
DuPont Textiles & Interiors
William Ghitis Vice President & General Manager - DuPont Apparel
Kenneth W. Wall Vice President & General Manager - DuPont Intermediates
Alan S. Wolk Vice President & General Manager - DuPont Flooring Worldwide