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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 10
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MORTON INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
MORTON ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
ROHM AND HAAS COMPANY
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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619335102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT P. VOGEL
ROHM AND HAAS COMPANY
100 INDEPENDENCE MALL WEST
PHILADELPHIA, PENNSYLVANIA 19106
(215) 592-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
With a Copy to:
WILLIAM E. CURBOW
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 455-2000
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TENDER OFFER
This Amendment No. 10 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on February 5, 1999 (as amended, the "Schedule 14D-1")
relating to the offer by Morton Acquisition Corp. (formerly known as Gershwin
Acquisition Corp.), an Indiana corporation ("Purchaser") and a wholly owned
subsidiary of Rohm and Haas Company, a Delaware corporation ("Parent"), to
purchase up to 80,916,766 shares (representing 67% of the issued and outstanding
shares as of January 29, 1999) of common stock, par value $1.00 per share (the
"Shares"), of Morton International, Inc., an Indiana corporation (the
"Company"), and the associated preferred share purchase rights ("Rights") at a
purchase price of $37.125 per Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase of Purchaser and Parent dated February 5, 1999 (the "Offer to
Purchase"), as amended as set forth herein, and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"). The Rights will expire immediately prior to the
consummation of the Offer. Unless the context otherwise requires references
herein to "Shares" shall be deemed to include the associated Rights.
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On April 16, 1999, Parent issued a press release announcing that it has
extended the period during which the Offer will remain open to 12:00 midnight,
New York City time, on Thursday, April 22, 1999. The full text of the press
release is set forth in exhibit (a)(16) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information in this Amendment No. 10 under Item 5 is incorporated
herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
(a)(16) Press Release dated April 16, 1999.
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SIGNATURE
After due 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.
MORTON ACQUISITION CORP.
BY: /s/ BRADLEY J. BELL
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NAME: Bradley J. Bell
TITLE: Vice President
ROHM AND HAAS COMPANY
BY: /s/ BRADLEY J. BELL
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NAME: Bradley J. Bell
TITLE: Chief Financial Officer and
Senior Vice President
Dated: April 16, 1999
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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(a)(16) Press Release dated April 16, 1999.
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ROHM AND HAAS EXTENDS MORTON
TENDER OFFER TO APRIL 22, 1999
PHILADELPHIA (April 16, 1999) -- Rohm and Haas Company (NYSE: ROH) announced
today the extension of its cash tender offer for shares of Morton International
Inc. (NYSE: MII) until midnight, New York City time, on Thursday, April 22,
1999.
As previously announced, on April 12, 1999, Rohm and Haas reached agreement with
the staff of the Federal Trade Commission to settle the FTC's concerns about the
company's pending acquisition of Morton. The agreement must still be approved by
the FTC commissioners. Rohm and Haas has requested that the commissioners act on
the proposed agreement on or before April 21, 1999. European regulatory review
of the transaction is expected to be completed on April 19, 1999.
Upon receipt of these approvals and the satisfaction of the other conditions of
its offer, Rohm and Haas will accept for payment up to 80,916,766 validly
tendered shares under the tender offer immediately following the expiration of
the offer on April 22, 1999. The offer is conditioned upon, among other things,
the valid tender of shares representing at least 50.1 percent of the shares of
Morton's outstanding common stock on a fully diluted basis. At the close of
business on April 15, 1999, approximately 61,047,615 shares of Morton,
representing some 47.5 percent of the total outstanding, on a fully diluted
basis had been validly tendered in connection with the offer.
Rohm and Haas is a specialty chemical company with nearly $4 billion in annual
sales. The company's specialty products are found in many items that improve the
quality of life, including decorative and industrial paints, semiconductors,
shampoos and other personal-care items, and water purification systems. Chicago-
based Morton International, a maker of specialty chemicals and salt products,
had sales of $2.5 billion during its fiscal year ended June 30, 1998.
This press release contains statements that are forward looking. These
statements are based on current expectations and are subject to risks and
uncertainties. Actual results may vary because of unexpected delays in obtaining
regulatory approvals and other conditions necessary to close the pending
transaction.
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CONTACTS
Media: John P. McGinis (215) 592-2409
Investors: Eric W. Norris (215) 592-2664
