Mark H. Duesenberg | Christopher M. Kelly | |
Vice President, General Counsel and Secretary | Michael J. Solecki | |
Ferro Corporation | Jones Day | |
1000 Lakeside Avenue | 901 Lakeside Avenue | |
Cleveland, Ohio 44114 | Cleveland, Ohio 44114 | |
Phone: (216) 641-8580 | Phone: (216) 586-3939 | |
Fax: (216) 579-0212 |
Transaction Valuation | Amount of Filing Fee | ||||||
$174,225,000(1) |
$12,422.25(2) | ||||||
(1) | Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, the transaction valuation was calculated based on the purchase of $172,500,000 aggregate principal amount of the issuers 6.50% Convertible Senior Notes due 2013 at the tender offer price of $1,010 per $1,000 principal amount of such Convertible Notes. | |
(2) | The amount of the filing fee was calculated at a rate of $71.30 per $1,000,000 of transaction value. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: N/A
|
Filing Party: N/A | |
Form or Registration No.: N/A
|
Date Filed: N/A |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Name | Position | |
James F. Kirsch |
Chairman, President and Chief Executive Officer | |
Thomas R. Miklich |
Vice President and Chief Financial Officer | |
Mark H. Duesenberg |
Vice President, General Counsel & Secretary | |
Ann E. Killian |
Vice President, Human Resources | |
Michael J. Murry |
Vice President, Electronics, Color and Glass Materials | |
Peter T. Thomas |
Vice President, Polymer and Ceramic Engineered Materials | |
Richard C. Brown |
Director | |
Sandra Austin Crayton |
Director | |
Richard J. Hipple |
Director | |
Jennie S. Hwang, Ph.D. |
Director | |
Gregory E. Hyland |
Director | |
William B. Lawrence |
Director | |
William J. Sharp |
Director | |
Ronald P. Vargo |
Director |
(a)(1)(i) |
Offer to Purchase, dated July 27, 2010. | |
(a)(1)(ii) |
Form of Letter of Transmittal (including Form W-9). | |
(a)(5)(i) |
Press Release, dated July 27, 2010. | |
(d)(1) |
Senior Indenture, dated as of March 5, 2008, by and between Ferro Corporation and U.S. Bank National Association. (Reference is made to Exhibit 4.5 to Ferro Corporations Registration Statement on Form S-3, filed March 5, 2008 (Registration Statement No. 333-149559), which Exhibit is incorporated here by reference.) | |
(d)(2) |
First Supplemental Indenture, dated August 19, 2008, by and between Ferro Corporation and U.S. Bank National Association (with Form of 6.50% Convertible Senior Note due 2013). (Reference is made to Exhibit 4.2 to Ferro Corporations Current Report on Form 8-K, filed August 19, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(3) |
Ferro Corporation Employee Stock Option Plan. (Reference is made to Exhibit 10.1 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(4) |
Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.16 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(5) |
Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.17 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(6) |
Form of Terms of Performance Share Awards under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.18 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(7) |
Ferro Corporation 2006 Long-Term Incentive Plan (Reference is made to Exhibit 10.01 to Ferro Corporations Current Report on Form 8-K, filed November 8, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(8) |
Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.20 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(9) |
Form of Terms of Nonstatutory Stock Option Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.21 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008, which Exhibit is incorporated here by reference.) | |
(d)(10) |
Form of Terms of Performance Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.22 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(11) |
Form of Terms of Restricted Share Awards under the Ferro Corporation 2006 Long-Term Incentive |
Compensation Plan. (Reference is made to Exhibit 10.23 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | ||
(d)(12)
|
Form of Terms of Deferred Stock Unit Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.24 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(13)
|
Ferro Corporation 2010 Long-Term Incentive Plan (Reference is made to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 6, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) |
FERRO CORPORATION |
||||
By: | /s/ Thomas R. Miklich | |||
Name: | Thomas R. Miklich | |||
Title: | Vice President and Chief Financial Officer | |||
(a)(1)(i) |
Offer to Purchase, dated July 27, 2010. | |
(a)(1)(ii) |
Form of Letter of Transmittal (including Form W-9). | |
(a)(5)(i) |
Press Release, dated July 27, 2010. | |
(d)(1) |
Senior Indenture, dated as of March 5, 2008, by and between Ferro Corporation and U.S. Bank National Association. (Reference is made to Exhibit 4.5 to Ferro Corporations Registration Statement on Form S-3, filed March 5, 2008 (Registration Statement No. 333-149559), which Exhibit is incorporated here by reference.) | |
(d)(2) |
First Supplemental Indenture, dated August 19, 2008, by and between Ferro Corporation and U.S. Bank National Association (with Form of 6.50% Convertible Senior Note due 2013). (Reference is made to Exhibit 4.2 to Ferro Corporations Current Report on Form 8-K, filed August 19, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(3) |
Ferro Corporation Employee Stock Option Plan. (Reference is made to Exhibit 10.1 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(4) |
Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.16 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(5) |
Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.17 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(6) |
Form of Terms of Performance Share Awards under the Ferro Corporation 2003 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.18 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(7) |
Ferro Corporation 2006 Long-Term Incentive Plan (Reference is made to Exhibit 10.01 to Ferro Corporations Current Report on Form 8-K, filed November 8, 2006 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(8) |
Form of Terms of Incentive Stock Option Award Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.20 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(9) |
Form of Terms of Nonstatutory Stock Option Grants under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.21 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008, which Exhibit is incorporated here by reference.) | |
(d)(10) |
Form of Terms of Performance Share Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.22 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(11) |
Form of Terms of Restricted Share Awards under the Ferro Corporation 2006 Long-Term Incentive |
Compensation Plan. (Reference is made to Exhibit 10.23 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | ||
(d)(12)
|
Form of Terms of Deferred Stock Unit Awards under the Ferro Corporation 2006 Long-Term Incentive Compensation Plan. (Reference is made to Exhibit 10.24 to Ferro Corporations Annual Report on Form 10-K for the year ended December 31, 2008 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) | |
(d)(13)
|
Ferro Corporation 2010 Long-Term Incentive Plan (Reference is made to Exhibit 10.1 to Ferro Corporations Current Report on Form 8-K, filed May 6, 2010 (SEC File No. 001-00584), which Exhibit is incorporated here by reference.) |