UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ROBINSON NUGENT, INC. - --------------------------------------------------------------------------- (Name of Issuer) COMMON SHARES - --------------------------------------------------------------------------- (Title of Class of Securities) 770810109 - --------------------------------------------------------------------------- (CUSIP Number) GREGG LARSON ASSISTANT GENERAL COUNSEL, ASSISTANT SECRETARY MINNESOTA MINING AND MANUFACTURING COMPANY 3M CENTER ST. PAUL, MINNESOTA 55114 (651) 733-1110 COPY: JEAN HANSON FRIED, FRANK, HARRIS, SHRIVER & JACOBSON ONE NEW YORK PLAZA NEW YORK, NEW YORK 10004 (212) 859-8000 - --------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October __, 2000 - --------------------------------------------------------------------------- (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 240.13(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 Section 240.13d-7(b) for other parties to whom copies are to be sent. CUSIP No. 482050101 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MINNESOTA MINING AND MANUFACTURING COMPANY 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 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 - 0 - BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,815,301 (FN1) REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH - 0 - 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,815,301 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.7% 14 TYPE OF REPORTING PERSON CO [FN] (1) Beneficial ownership of the common shares referred to herein is being reported hereunder solely because the reporting persons may be deemed to have beneficial ownership of such shares as a result of the Voting and Stock Option Agreement described in Items 3, 4, and 5 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Minnesota Mining and Manufacturing Company that it is the beneficial owner of any of the common shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. ITEM 1. Security and Issuer ------------------- This statement on Schedule 13D (this "Schedule 13D") relates to common shares (the "Robinson Nugent Common Shares"), of Robinson Nugent, Inc. ("Robinson Nugent"). The address of Robinson Nugent's principal executive offices is 800 East Eighth Street, New Albany, IN 47151-1208. ITEM 2. Identity and Background ----------------------- (a)-(c) and (f). This Schedule 13D is being filed by Minnesota Mining and Manufacturing Company, a Delaware corporation ("3M"). 3M is an integrated enterprise characterized by substantial intercompany cooperation in research, manufacturing and marketing of products. The address of 3M's principal business and principal office is Minnesota Mining and Manufacturing Company, 3M Center, St. Paul, Minnesota 55114. The name, business address, citizenship and present principal occupation of each executive officer and director of 3M are set forth in Annex I to this Schedule 13D, which is incorporated herein by reference. Other than executive officers and directors, there are no persons controlling 3M. (d)-(e) During the five years prior to the date hereof, neither 3M nor, to the best knowledge of 3M, any executive officer or director of 3M has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been 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. ITEM 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- 3M has not expended funds in connection with its acquisition of beneficial ownership of Robinson Nugent Common Shares. Such beneficial ownership has been derived from the provisions of the Voting and Stock Option Agreement (described in Item 4) and the irrevocable proxies granted pursuant thereto. ITEM 4. Purpose of Transaction ---------------------- 3M, Barbados Acquisition, Inc. ("Merger Sub") (a wholly owned subsidiary of 3M), and Robinson Nugent have entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 2, 2000, pursuant to which Merger Sub will be merged with and into Robinson Nugent (the "Merger"). Robinson Nugent will be the surviving corporation in the Merger and will become a wholly-owned subsidiary of 3M. As a result of the Merger, each outstanding Robinson Nugent Common Share will be converted into the right to receive $19.00 worth of 3M common stock if the average closing trade price of 3M common stock is between $82 and $100 per share, as described in the merger agreement. The exchange ratio outside this collar will be fixed. The Merger Agreement is included as Exhibit 1 hereto and is incorporated herein by reference. Consummation of the Merger would result in the Robinson Nugent Common Shares being delisted from the Nasdaq National Market and in the termination of registration of the Robinson Nugent Common Shares under the Act. Simultaneously with the execution and delivery of the Merger Agreement, 3M entered into a Voting and Stock Option Agreement dated as of October 2, 2000 (the "Voting and Stock Option Agreement") with Robinson Nugent and certain shareholders of Robinson Nugent (the "Robinson Nugent Shareholders") with respect to their Robinson Nugent Common Shares and their options to purchase Robinson Nugent Common Shares, as follows: (i) Samuel C. Robinson - 1,115,360 Robinson Nugent Common Shares, (ii) James W. Robinson - 280,741 Robinson Nugent Common Shares and options to purchase 34,000 Robinson Nugent Common Shares, (iii) Patrick C. Duffy - 37,099 shares of Robinson Nugent Common Shares and options to purchase 88,000 Robinson Nugent Common Shares, and (iv) Larry W. Burke - 162,451 Robinson Nugent Common Shares and options to purchase 97,650 Robinson Nugent Common Shares. Each Robinson Nugent Shareholder has agreed to vote, or cause any holder of record of his Robinson Nugent Common Shares to vote, his Robinson Nugent Common Shares (including any Robinson Nugent Common Shares which such Robinson Nugent Shareholder may acquire after October 2, 2000) (the "Shares"), (a) in favor of the approval of the Merger Agreement and any action in furtherance thereof, and (b) against any proposal relating to (i) the acquisition of a business of Robinson Nugent or any of its subsidiaries, that constitutes 15% or more of the consolidated net revenues, net income or assets of Robinson Nugent or its subsidiaries, (ii) the acquisition of 15% or more of any class of equity securities of Robinson Nugent or any of its subsidiaries whose business constitutes 15% or more of the consolidated net revenues, net income or assets of the Company and its Subsidiaries, (iii) a tender offer or exchange offer that would result in any person beneficially owning 15% or more of the capital stock of Robinson Nugent, or (iv) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Robinson Nugent or any of its subsidiaries whose business constitutes 15% or more of the consolidated net revenues, net income or assets of Robinson Nugent or any of its subsidiaries (each, an "Acquisition Proposal"). Each Robinson Nugent Shareholder has also granted an irrevocable proxy to 3M pursuant to the Voting and Stock Option Agreement, with full power of substitution and resubstitution, to vote the Robinson Nugent Common Shares then owned by such Robinson Nugent Shareholder (a) in favor of the approval of the Merger and the Merger Agreement and any action in furtherance thereof, and (b) against any Acquisition Proposal. Under the Voting and Stock Option Agreement, each Robinson Nugent Shareholder has also granted to 3M an irrevocable option (the "Option") to purchase his Shares at a price of $19 per share. 3M may exercise the Option in whole at any time prior to the earlier of (i) the effective time of the merger and (ii) fifteen business days after the date of termination of the Merger Agreement. The Robinson Nugent Common Shares held by the Robinson Nugent Shareholders represent approximately 30.7% of the outstanding Robinson Nugent Common Shares on a fully diluted basis as of October 2, 2000, as represented by Robinson Nugent in the Merger Agreement. The Voting and Stock Option Agreement is included as Exhibit 2 hereto and is incorporated herein by reference. 3M has been granted registration rights with respect to shares acquired by exercise of the Option. Pursuant to the Merger Agreement, the directors and officers of Merger Sub immediately prior to the effective time of the Merger will be the initial directors and officers of the surviving corporation in the Merger, each to hold office until their respective successors are duly elected and qualified. The Merger Agreement also provides that the articles of incorporation of Robinson Nugent will be amended at the effective time of merger to be in the form of Exhibit B to the Merger Agreement, and the bylaws of Merger Sub, as in effect immediately prior to the effective time of the Merger, will be the bylaws of the surviving corporation in the Merger. In connection with the signing of the Merger Agreement, Robinson Nugent amended its rights plan to make it inapplicable to the Merger, the Voting and Stock Option Agreement and the transactions contemplated thereby. Except as set forth in this Item 4, 3M has no plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. The preceding summary of certain provisions of the Merger Agreement and the Voting and Stock Option Agreement, copies of which are filed as exhibits hereto, is not intended to be complete and is qualified in its entirety by reference to the full text of such agreements. ITEM 5. Interest in Securities of the Issuer ------------------------------------ (a) and (b). As a result of entering into the Voting and Stock Option Agreement, 3M may be deemed to own beneficially 1,815,301 Robinson Nugent Common Shares, which represent approximately 30.7% of the outstanding Robinson Nugent Common Shares on a fully diluted basis as of October 2, 2000, as represented by Robinson Nugent in the Merger Agreement. 3M has shared voting power with respect to the Shares, but only as to the matters specified in the Voting and Stock Option Agreement. Except as aforesaid, 3M does not have the power to vote or to direct the vote of the Shares, nor does it have the sole or shared power to dispose or to direct the disposition of the Shares. To the best of its knowledge, no executive officer or director of 3M beneficially owns any Robinson Nugent Common Shares. (c) Except for the execution of the Voting and Stock Option Agreement, there have been no transactions in Robinson Nugent Common Shares by 3M or, to the best knowledge of 3M, any of 3M's executive officers and directors 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 ------------------------------------------------------------- Except as set forth in Item 3, 4 or 5, neither 3M nor, to the best knowledge of 3M, any of its directors or executive officers has any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to any securities of Robinson Nugent. ITEM 7. Material to Be Filed as Exhibits -------------------------------- Exhibit 1 -- Agreement and Plan of Merger dated as of October 2, 2000, among Minnesota Mining and Manufacturing Company, Barbados Acquisition, Inc. and Robinson Nugent, Inc. Exhibit 2 -- Voting and Stock Option Agreement dated as of October 2, 2000 between certain Shareholders party thereto, Minnesota Mining and Manufacturing Company and Robinson Nugent, Inc. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Minnesota Mining and Manufacturing Company By: /s/ Gregg M. Larson --------------------------------- Name: Gregg M. Larson Title: Assistant Secretary Dated: October 12, 2000 Annex I Executive Officers and Directors of Minnesota Mining and Manufacturing Company The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Minnesota Mining and Manufacturing Company is set forth below. Each executive officer and each director of Minnesota Mining and Manufacturing Company is a citizen of the United States. Name Business Address Principal Occupation - ---- ---------------- -------------------- EXECUTIVE OFFICERS Livio D. DeSimone Minnesota Mining and Chairman of the Board, Manufacturing Company and Chief Executive 3M Center Officer St. Paul, Minnesota 55114 Harry C. Andrews Minnesota Mining and Executive Vice President, Manufacturing Company Electro and 3M Center Communications Markets St. Paul, Minnesota 55114 Ronald O. Baukol Minnesota Mining and Executive Vice President, Manufacturing Company International Operations 3M Center St. Paul, Minnesota 55114 John W. Benson Minnesota Mining and Executive Vice President, Manufacturing Company Health Care Markets 3M Center St. Paul, Minnesota 55114 Robert J. Burgstahler Minnesota Mining and Vice President, Finance Manufacturing Company and Administrative 3M Center Services St. Paul, Minnesota 55114 M. Kay Grenz Minnesota Mining and Vice President, Human Manufacturing Company Resources 3M Center St. Paul, Minnesota 55114 Paul F. Guehler Minnesota Mining and Vice President, Manufacturing Company Research and Development 3M Center St. Paul, Minnesota 55114 Charles E. Kiester Minnesota Mining and Senior Vice President, Manufacturing Company Engineering, 3M Center Manufacturing and St. Paul, Minnesota 55114 Logistics Moe S. Nozari Minnesota Mining and Executive Vice President, Manufacturing Company Consumer and Office 3M Center Markets St. Paul, Minnesota 55114 David W. Powell Minnesota Mining and Vice President, Marketing Manufacturing Company 3M Center St. Paul, Minnesota 55114 Charles Reich Minnesota Mining and Executive Vice President, Manufacturing Company Specialty Material 3M Center Markets and Corporate St. Paul, Minnesota 55114 Services John J. Ursu Minnesota Mining and Senior Vice President, Manufacturing Company Legal Affairs and General 3M Center Counsel St. Paul, Minnesota 55114 Harold J. Wiens Minnesota Mining and Executive Vice President, Manufacturing Company Industrial Markets 3M Center St. Paul, Minnesota 55114 DIRECTORS Livio D. DeSimone Minnesota Mining and Chairman of the Board, Manufacturing Company and Chief Executive 3M Center Officer, Minnesota Mining St. Paul, Minnesota 55114 and Manufacturing Company Linda G. Alvarado Minnesota Mining and President and Chief Manufacturing Company Executive Officer, 3M Center Alvarado Construction, St. Paul, Minnesota 55114 Inc. Ronald O. Baukol Minnesota Mining and Executive Vice President, Manufacturing Company International Operations 3M Center St. Paul, Minnesota 55114 Edward A. Brennan Minnesota Mining and Retired Chairman of the Manufacturing Company Board, President and 3M Center Chief Executive Officer, St. Paul, Minnesota 55114 Sears, Roebuck and Co. Edward M. Liddy Minnesota Mining and Chairman, President and Manufacturing Company Chief Executive Officer, 3M Center The Allstate Corporation St. Paul, Minnesota 55114 Aulana L. Peters Minnesota Mining and Partner, Gibson, Dunn & Manufacturing Company Crutcher LLP 3M Center St. Paul, Minnesota 55114 Rozanne L. Ridgway Minnesota Mining and Former Assistant Manufacturing Company Secretary of State for 3M Center Europe and Canada St. Paul, Minnesota 55114 Frank Shrontz Minnesota Mining and Chairman Emeritus, The Manufacturing Company Boeing Company 3M Center St. Paul, Minnesota 55114 F. Alan Smith Minnesota Mining and Chairman, Advanced Manufacturing Company Accessory Systems, Inc. 3M Center St. Paul, Minnesota 55114 Louis W. Sullivan Minnesota Mining and President, Morehouse Manufacturing Company School of Medicine 3M Center St. Paul, Minnesota 55114 EXHIBIT INDEX Exhibit 1 -- Agreement and Plan of Merger dated as of October 2, 2000, among Minnesota Mining and Manufacturing Company, Barbados Acquisition, Inc. and Robinson Nugent, Inc. Exhibit 2 -- Voting and Stock Option Agreement dated as of October 2, 2000 between certain shareholders party thereto, Minnesota Mining and Manufacturing Company and Robinson Nugent, Inc.