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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 3)*
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)
September 19, 2002
(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. / /
CUSIP No. 5542773 10 2 13D Page 2 of 15 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
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,784,952**
PERSON
WITH 9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
2,784,952**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,784,952**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
14 TYPE OF REPORTING PERSON*
* SEE INSTRUCTIONS.
** Represents 2,784,952 shares directly beneficially owned by Citicorp Venture
Capital Ltd. ("CVC").
CUSIP No. 5542773 10 2 13D Page 3 of 15 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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 2,784,952**
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
2,784,952**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,784,952**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%
14 TYPE OF REPORTING PERSON*
BK
* SEE INSTRUCTIONS.
** Represents 2,784,952 shares directly beneficially owned by Citicorp Venture
Capital Ltd. ("CVC").
CUSIP No. 5542773 10 2 13D Page 4 of 15 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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 3,786,245**
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
3,786,245**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,786,245**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14 TYPE OF REPORTING PERSON*
HC
* SEE INSTRUCTIONS.
** Represents (i) 2,784,952 shares directly beneficially owned by Citicorp
Venture Capital Ltd. ("CVC"), and (ii) 1,001,293 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 15 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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 3,786,245**
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
3,786,245**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,786,245**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14 TYPE OF REPORTING PERSON*
HC
* SEE INSTRUCTIONS.
** Represents (i) 2,784,952 shares directly beneficially owned by Citicorp
Venture Capital Ltd. ("CVC"), and (ii) 1,001,293 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 15 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
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 3,831,485**
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
3,831,485**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,831,145**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
14 TYPE OF REPORTING PERSON*
HC
* SEE INSTRUCTIONS.
** Represents (i) 2,784,952 shares directly beneficially owned by Citicorp
Venture Capital Ltd. ("CVC"), (ii) 1,001,293 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) 45,240 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. 3 ("Amendment) to the Schedule 13D dated December 29,
1999 as amended by Amendment No. 1 filed on March 5, 2002 and by Amendment No. 2
filed on July 12, 2002, 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
pursuant to Rule 13d-2(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
ITEM 4. PURPOSE OF TRANSACTION.
(a),(b) From July 9, 2002 to September 19, 2002, Citicorp Venture Capital
Ltd. ("CVC") disposed of 318,300 shares of Common Stock in open market
transactions in the ordinary course of business pursuant to Rule 144 ("Rule
144"), as promulgated under the Securities Act of 1933, as amended. Such
dispositions of Common Stock reported on Form 144 dated (1) June 7, 2002 and (2)
July 5, 2002.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) CVC directly beneficially owns 2,784,952 shares of Common Stock.
The aggregate number of shares held by CVC represents approximately 8.6% 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.
Citibank, N.A. ("Citibank"), exclusively through its holding company
structure, indirectly beneficially owns 2,784,952 shares of Common Stock. The
aggregate number of shares held through the holding company structure by
Citibank represents approximately 8.6% 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, exclusively through its holding company structure, indirectly
beneficially owns 3,786,245 shares of Common Stock representing (1) 2,784,952
shares directly beneficially owned by CVC and (2) 1,001,293 shares directly
beneficially owned by a limited partnership, whose general partner is a
wholly-owned subsidiary of Citicorp (the "Partnership"). CVC disclaims
beneficial ownership with respect to the 1,001,293 shares directly beneficially
owned by the Partnership. Citicorp may be deemed to beneficially own the
1,001,293 shares held by the Partnership. The aggregate number of shares held
through the holding company structure by Citicorp represents approximately 11.7%
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 limited partnership, respectively.
Citigroup Holdings Company ("Citigroup Holdings"), exclusively through its
holding company structure, indirectly beneficially owns 3,786,245 shares of
Common Stock representing (1) 2,784,952 shares directly beneficially owned by
CVC and (2) 1,001,293 shares directly beneficially owned by the Partnership. CVC
disclaims beneficial ownership with respect to the 1,001,293 shares directly
beneficially owned by the Partnership. Citigroup Holdings may be deemed to
beneficially own the 1,001,293 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 11.7% of the outstanding shares of Common Stock.
Citigroup Holdings has shared power to vote and shared power to dispose of the
entire number of shares directly beneficially owned by CVC and the Partnership,
respectively.
7 of 15 Pages
Citigroup Inc. ("Citigroup") exclusively through its holding company
structure, indirectly beneficially owns 3,831,485 shares of Common Stock
representing (1) 2,784,952 shares directly beneficially owned by CVC, (2)
1,001,293 shares directly beneficially owned by the Partnership and (3) 45,240
shares directly beneficially owned by other subsidiaries of Citigroup. CVC
disclaims beneficial ownership with respect to the 1,001,293 shares directly
beneficially owned by the Partnership. Citigroup may be deemed to beneficially
own the 1,001,293 shares held by the Partnership and the 45,240 shares held by
its direct and indirect subsidiaries. The aggregate number of shares held
through Citigroup's holding company structure represents approximately 11.8% 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,
respectively.
(c) From July 9, 2002 to September 19, 2002, CVC disposed of 318,300
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. Such dispositions of Common Stock were reported on Forms 144 dated (1)
June 7, 2002 for the sale of 321,213 shares of Common Stock and (2) July 5, 2002
for the sale of 340,000 shares of Common Stock. The dates, share amounts, and
prices for such dispositions since July 9, 2002 are as follows:
Average
Shares Price per
Date Sold Share
---- ---- -----
7/09/2002 8,100 21.08
7/30/2002 1,600 20.12
7/31/2002 26,200 20.22
8/01/2002 14,900 20.14
8/02/2002 5,000 20.23
8/06/2002 11,600 20.05
8/08/2002 4,000 20.00
8/09/2002 4,500 20.04
8/12/2002 2,200 20.06
8/13/2002 4,000 20.02
8/14/2002 16,000 20.12
8/15/2002 11,100 20.12
8/16/2002 2,000 20.05
8/19/2002 42,100 20.12
8/20/2002 12,700 20.15
8/21/2002 20,700 20.15
8/22/2002 22,300 20.13
8/26/2002 5,000 20.06
8/27/2002 8,000 20.06
9/13/2002 23,300 20.69
9/16/2002 8,900 20.47
9/17/2002 24,700 20.39
9/18/2002 33,000 20.06
9/19/2002 6,400 20.00
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement, dated as of September 25, 2002 by and among
CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup.
8 of 15 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: September 25, 2002
CITICORP VENTURE CAPITAL LTD.
By: /s/ Anthony P. Mirra
--------------------------------
Name: Anthony P. Mirra
Its: Vice President & Assistant
Secretary
CITIBANK, N.A.
By: /s/ Joseph B. Wollard
--------------------------------
Name: Joseph B. Wollard
Its: Assistant Secretary
CITICORP
By: /s/ Joseph B. Wollard
--------------------------------
Name: Joseph B. Wollard
Its: Assistant Secretary
CITIGROUP HOLDINGS COMPANY
By: /s/ Joseph B. Wollard
--------------------------------
Name: Joseph B. Wollard
Its: Assistant Secretary
CITIGROUP INC.
By: /s/ Joseph B. Wollard
--------------------------------
Name: Joseph B. Wollard
Its: Assistant Secretary
9 of 15 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 Senior Vice President
Director
Ann M. Goodbody Director
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 Director
Executive Officer
Michael S. Gollner Vice President
Executive Officer
Ian D. Highet Vice President
Executive Officer
David Y. Howe 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
10 of 15 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
11 of 15 Pages
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS OF
CITIGROUP INC.
NAME, POSITION, CITIZENSHIP
(UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE
------------------------------------------- -----------------------------------
C. Michael Armstrong Chairman & Chief Executive Officer
Director AT&T Corporation
Alain J. P. Belda President & Chief Executive Officer
Director Alcoa Inc.
Brazil
George Davis Chairman & Chief Executive Officer
Director United Technologies Corporation
Kenneth T. Derr Chairman, Retired
Director Chevron Corporation
John M. Deutch Institute Professor
Director Massachusetts Institute of Technology
The Honorable Gerald R. Ford Former President of the United States
Honorary Director
Alfredo Harp-Helu Chairman
Director Grupo Financiero Banamex
Mexico
Ann Dibble Jordan Consultant
Director
Reuben Mark Chairman and Chief Executive Officer
Director Colgate-Palmolive Company
Michael T. Masin Vice Chairman and President
Director Verizon Communications, Inc.
Dudley C. Mecum Managing Director
Director Capricorn Holdings
Richard D. Parsons President
Director AOL - Time Warner Inc.
Andrall E. Pearson Founding Chairman
Director Yum! Brands, Inc.
Roberto Hernandez Ramirez Chairman, Banco Nacional
Director de Mexico
Mexico
Robert E. Rubin Member of the Office of the Chairman
Director and Citigroup Inc.
Executive Officer
12 of 15 Pages
NAME, POSITION, CITIZENSHIP
(UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE
------------------------------------------- -----------------------------------
Franklin A. Thomas Former President
Director The Ford Foundation
Sanford I. Weill Chairman and Chief Executive Officer
Director and Citigroup Inc.
Executive Officer
Arthur Zankel Managing Partner
Director Zankel Capital Advisors, LLC
Winfred F. W. Bischoff Chairman
Executive Officer Citigroup Europe
United Kingdom and Germany
Michael A. Carpenter Chief Executive Officer
Executive Officer Corporate and Investment Bank
Citigroup Inc.
Stanley Fischer Vice Chairman
Executive Officer Citigroup Inc.
Joan Guggenheimer Co-General Counsel
Executive Officer Citigroup Inc.
William P. Hannon Controller & Chief Accounting Officer
Executive Officer Citigroup Inc.
Thomas Wade Jones Chairman & Chief Executive Officer
Executive Officer Global Investment Management and Private Banking
Group
Deryck C. Maughan Vice Chairman
Executive Officer Citigroup Inc.
United Kingdom
Victor J. Menezes Chairman and Chief Executive Officer
Executive Officer Citibank, N.A.
Stephanie B. Mudick Co-General Counsel
Executive Officer Citigroup Inc.
Charles O. Prince, III Chief Operating Officer & Corporate Secretary
Executive Officer Citigroup Inc.
William R. Rhodes Senior Vice President
Executive Officer Citigroup Inc.
13 of 15 pages
NAME, POSITION, CITIZENSHIP
(UNITED STATES, UNLESS OTHERWISE INDICATED) TITLE
------------------------------------------- -----------------------------------
Todd S. Thomson Executive Vice President, Finance & Investment and
Executive Officer Chief Financial Officer
Citigroup Inc.
Robert B. Willumstad President
Executive Officer Citigroup Inc.
14 of 15 Pages
EXHIBIT INDEX
1. Joint Filing Agreement, dated as of September 25, 2002 by and among
CVC, Citibank, Citicorp, Citigroup Holdings and Citigroup.
15 of 15 Pages