SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
[ ] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[x] Soliciting Material Under Rule 14a-12
ChemFirst Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
CHEMFIRST INC. (LOGO)
DATE: August 30, 2002
TO: Employee Stock Purchase Plan Participants
FROM: Bill Kemp
As previously announced, ChemFirst on July 23, 2002 entered into a merger
agreement with E. I. du Pont de Nemours and Company providing for the
acquisition of ChemFirst by DuPont at a price of $29.20 per share of
ChemFirst common stock. The proposed merger is subject to a number of
conditions, including approval of the merger agreement by ChemFirst
shareholders, and is expected to be completed in the fourth quarter of
2002. Under the merger agreement, ChemFirst was required to amend the
ChemFirst Inc. 1997 Employee Stock Purchase Plan (the "Plan" or the "ESPP")
to address various transitional matters relating to the merger. A copy of
the amendment to the Plan is attached for your information. As a
participant in, or owner of shares acquired under, the Plan, you should be
aware of the following:
1. Participants who enrolled in the Plan for the current offering period
(July 1, 2002 through September 30, 2002) may not increase their
contribution rates under the Plan from those in effect on July 23,
2002. No new participants may join the Plan during the current
offering period.
2. There will be no further offering periods under the Plan.
3. The amendment to the Plan provides, among other things, that each
participant's outstanding right to purchase ChemFirst common stock
under the ESPP will terminate immediately prior to the merger in
exchange for a specified cash payment. However, the merger is not
expected to take place prior to the end of the current offering period
on September 30, 2002, and, prior to the merger, there will be no
further offering periods in which new rights to acquire shares under
the ESPP would arise. As a consequence, ChemFirst anticipates that all
rights to purchase ChemFirst common stock under the ESPP will have
been exercised by the end of the current offering period, and there
should be no such rights outstanding and subject to termination
immediately prior to the merger.
4. Upon completion of the merger, you will be entitled to receive $29.20
in cash, without interest, in exchange for each share of ChemFirst
common stock that you hold in your ESPP account with EquiServe, less
any applicable transaction and commission fees charged by EquiServe.
Any such shares that you purchased under the ESPP during an offering
period commencing fewer than two years prior to the completion of the
merger will be treated under the Plan as having been sold in a
"disqualifying disposition." As a result, you would recognize ordinary
income equal to the difference between those shares' fair market value
on the date of purchase and your purchase price. ChemFirst would be
required to report the amount of ordinary income recognized upon such
a disqualifying disposition on your W-2 form for the year in which the
merger is completed.
5. The Plan will terminate on the effective date of the merger.
Until the merger has occurred, you may access your ESPP account with
EquiServe and process sales via:
o Telephone Voice Response System (1-800-633-9394): available 24
hours a day/7 days a week.
o Customer Service Representatives-available each trading day 8:30
a.m.-6:00 p.m. Eastern time.
o www.equiserve.com
EquiServe is available to assist you with the following account issues:
o Account share balance inquiries, transfer instructions, and market
price history
o Duplicate participant statement and 1099 forms
o Redeeming ESPP shares, which may be sold any day the stock market
is open. If your sale request is received by EquiServe no later
than 1:00 p.m. Eastern time on a trading day, your shares will be
sold that day. Requests logged after hours or after the 1:00 p.m.
cutoff will be processed on the next trading day.
If you have any questions about the Plan in the coming weeks, please
contact your local human resources representative.
* * * * * * * * * *
In connection with the merger, ChemFirst Inc. filed a preliminary proxy
statement on Schedule 14A with the Securities and Exchange Commission on
August 16, 2002. Security holders are urged to read the definitive proxy
statement when it becomes available because it will contain important
information. Security holders may obtain a free copy of the definitive
proxy statement when it becomes available, as well as other materials filed
with the Securities and Exchange Commission concerning ChemFirst, at the
Securities and Exchange Commission's web site at http://www.sec.gov.
Security holders of ChemFirst Inc. may also obtain for free the definitive
proxy statement filed by ChemFirst Inc. with the Securities and Exchange
Commission in connection with the merger by directing a request to
ChemFirst Inc., Attention: Investor Relations Department, P.O. Box 1249,
Jackson, MS 39215-1249, (601) 949-0213.
ChemFirst Inc. and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from ChemFirst shareholders
with respect to the merger. Information regarding these directors and
executive officers and their ownership of ChemFirst common stock is
contained in ChemFirst Inc.'s proxy statement on Schedule 14A, filed with
the Securities and Exchange Commission on March 25, 2002, in connection
with the 2002 annual meeting ChemFirst shareholders. Investors may obtain
additional information regarding the interests of such participants by
reading the definitive proxy statement regarding the merger when it becomes
available.
* * * * * * * * * *
FIRST AMENDMENT TO
THE CHEMFIRST INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, ChemFirst Inc. (the "Company") maintains the ChemFirst
Inc. 1997 Employee Stock Purchase Plan (the "Plan"); and
WHEREAS, the Company has proposed to enter into a certain
Agreement and Plan of Merger (the "Merger Agreement") among the Company, E.
I. du Pont de Nemours and Company, a Delaware corporation ("Parent"), and
Purple Acquisition Corporation, a Mississippi corporation and wholly owned
subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be
merged with and into the Company, at which time (the "Effective Time") the
separate corporate existence of Merger Sub shall cease and the Company
shall continue as the surviving corporation and a wholly owned subsidiary
of Parent; and
WHEREAS, the Merger Agreement provides, among other things, that
the Company shall amend the Plan effective as of the date of the Merger
Agreement (the "Merger Agreement Date") to provide that (i) participants in
the Plan may not increase their payroll deductions or purchase elections
from those in effect as of the Merger Agreement Date, (ii) no offering
periods shall be commenced under the Plan after the Merger Agreement Date,
(iii) each participant's outstanding right to purchase the Company common
stock under the Plan shall terminate immediately before the Effective Time
in exchange for a cash payment in an amount equal to the difference between
the merger consideration and the applicable option price, and (iv) the Plan
shall terminate at the Effective Time; and
WHEREAS, the Board of Directors of the Company has adopted and
approved the execution of an amendment to the Plan in the form set forth
below.
NOW, THEREFORE, the Plan is amended by adding a new Section 5.18
immediately following Section 5.17 to read in its entirety as follows,
effective as of the Merger Agreement Date:
"5.18 Effect of Merger. On July 23, 2002, the Sponsoring
Employer entered into that certain Agreement and Plan of Merger
(the "Merger Agreement") among the Sponsoring Employer, E. I. du
Pont de Nemours and Company, a Delaware corporation ("Parent"),
and Purple Acquisition Corporation, a Mississippi corporation and
wholly owned subsidiary of Parent ("Merger Sub"), pursuant to
which Merger Sub will be merged with and into the Sponsoring
Employer, at which time (the "Effective Time") the separate
corporate existence of Merger Sub shall cease and the Sponsoring
Employer shall continue as the surviving corporation and a wholly
owned subsidiary of Parent. In accordance with the provisions of
the Merger Agreement, and notwithstanding any provision of the
Plan to the contrary: (i) a Member may not increase his Member's
Contribution Rate from his Member's Contribution Rate in effect as
of July 23, 2002, (ii) no Offering Period shall commence after
July 23, 2002, (iii) each Option granted under the Plan and
outstanding with respect to a Member immediately before the
Effective Time shall terminate immediately before the Effective
Time in exchange for a cash payment from the Sponsoring Employer
to the Member equal to the excess, if any, of (A) the product of
(1) the number of shares of Common Stock that could have been
purchased with the contributions held in the Member's Contribution
Account immediately before the Effective Time (the "Applicable
Shares") at the Issue Price (treating the date on which the
Effective Time occurs as the last day in the Offering Period for
purposes of determining the Issue Price) and (2) the Merger
Consideration (as defined in the Merger Agreement), over (B) the
product of the number of Applicable Shares and such Issue Price,
and (iv) the Plan shall terminate as of the Effective Time."
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of
July, 2002.
CHEMFIRST INC.
/s/ Max P. Bowman
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By: Max P. Bowman
Its: Vice President & CFO