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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
MORTON INTERNATIONAL, INC.
(Name of Subject Company)
MORTON INTERNATIONAL, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(AND ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
619335102
(Cusip Number of Class of Securities)
Raymond P. Buschmann
Vice President for Legal Affairs,
General Counsel and Secretary
Morton International, Inc.
100 North Riverside Plaza
Chicago, Illinois 60606-1596
(312) 807-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
On Behalf of the Person Filing Statement)
WITH COPIES TO:
Eric S. Robinson
Andrew J. Nussbaum
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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This Statement amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 of Morton International, Inc., an Indiana
corporation (the "Company"), filed with the Securities and Exchange Commission
on February 5, 1999, as amended (the "Schedule 14D-9"), with respect to the
tender offer made by Morton Acquisition Corp. ("Purchaser"), an Indiana
corporation and a wholly-owned subsidiary of Rohm and Haas Company, a Delaware
corporation ("Rohm and Haas"), 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, of the Company (the "Shares") and the
associated preferred share purchase rights issued pursuant to the Rights
Agreement, dated as of April 24, 1997, between the Company and First Chicago
Trust Company of New York, as Rights Agent, as amended by Amendment No. 1, dated
as of January 31, 1999, 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, dated February 5, 1999, of Purchaser and
Rohm and Haas and in the related Letter of Transmittal.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended by adding thereto the
following:
EXHIBIT
NUMBER DESCRIPTION
====================== ========================================================
10 Notice to Certain Participants in the the Morton
International, Inc. Employee Savings and Investment
Plan, the Morton International, Inc. Retirement Savings
Plan and the Morton International, Inc. Bargaining Unit
Employee Savings and Investment Plan, dated
February 10, 1999, from The Northern Trust Company,
Trustee.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
MORTON INTERNATIONAL, INC.
By: /s/ William E. Johnston
Name: William E. Johnston
Title: President and Chief Operating
Officer
Dated: February 10, 1999
2
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10 Notice to Certain Participants in the the Morton
International, Inc. Employee Savings and Investment
Plan, the Morton International, Inc. Retirement Savings
Plan and the Morton International, Inc. Bargaining Unit
Employee Savings and Investment Plan, dated
February 10, 1999, from The Northern Trust Company,
Trustee.
EXHIBIT 10
NOTICE TO CERTAIN PARTICIPANTS IN
THE MORTON INTERNATIONAL, INC. EMPLOYEE SAVINGS AND
INVESTMENT PLAN, THE MORTON INTERNATIONAL, INC. RETIREMENT
SAVINGS PLAN, AND THE MORTON INTERNATIONAL, INC. BARGAINING
UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
Dear Plan Participant:
In previous correspondence dated February 9, 1999, we forwarded materials
relating to an offer by MORTON ACQUISITION CORP., an Indiana corporation
("Purchaser") and a wholly-owned subsidiary of ROHM AND HAAS COMPANY, a Delaware
corporation ("Parent"), to purchase for cash up to 80,916,766 of the issued and
outstanding shares of Common Stock, par value $1.00 per share ("Shares" or
"Company Common Stock"), of MORTON INTERNATIONAL, INC., an Indiana corporation
("Company"), and the associated Preferred Stock Purchase Rights issued pursuant
to the Rights Agreement, dated as of April 24, 1997, between the Company and
First Chicago Trust Company of New York, as amended, (the "Rights Agreement"),
at a price of $37.125 per Share, net to the seller in cash, without interest.
In our prior correspondence, we sought instructions from you with respect
to the Offer and the Shares of Company Common Stock allocated to your accounts
under the following plans: the Morton International, Inc. Employee Savings And
Investment Plan, the Morton International, Inc. Retirement Savings Plan, or the
Morton International, Inc. Bargaining Unit Employee Savings And Investment Plan
(the "Plans" or individually the "Plan"). The Company has advised us that you
have Shares of Company Common Stock allocated to your account under more than
one of the Plans. Enclosed you will find a duplicate set of materials previously
sent to you with our letter dated February 9, 1999.
The Company has determined that you may direct the Trustee for each of
your accounts under the Plans. For example, you may direct the Trustee to tender
all of the Shares allocated to your account under one of the Plans and not to
tender any of the Shares allocated to your account under another. In each case,
you must follow the instructions contained in our prior correspondence with the
additional requirement that you must write the name of the Plan on the top of
the instruction form for which you wish to specifically instruct the Trustee. If
you properly complete only one instruction form without identifying a specific
Plan, all of the Shares allocated to your accounts under the plans will be
considered a single account for the purposes of your instruction, and the
Trustee will act in accordance with your instructions.
THE NORTHERN TRUST COMPANY
February 10, 1999
