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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. 4
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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. 4 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 10. ADDITIONAL INFORMATION
Item 10(b), (c) and (d) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
On March 1, 1999, Parent issued a press release announcing that it will
withdraw and re-file its Notification and Report Form with respect to the Offer
and the Merger under the HSR Act on Wednesday, March 3, 1999. Unless the
Antitrust Division or the FTC request additional information from Parent, the
waiting period under the HSR Act will expire at 11:59 p.m. New York City time on
Thursday, March 18, 1999. The full text of the press release is set forth in
exhibit (a)(11) and 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)(11) Press Release dated March 1, 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/ GAIL P. GRANOFF
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NAME: Gail P. Granoff
TITLE: Secretary and Assistant
Treasurer
ROHM AND HAAS COMPANY
BY: /s/ BRADLEY J. BELL
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NAME: Bradley J. Bell
TITLE: Chief Financial Officer and
Vice President
Dated: March 1, 1999
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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(a)(11) Press Release dated March 1, 1999.
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ROHM AND HAAS TO RE-FILE HART-SCOTT-RODINO NOTIFICATION;
TENDER OFFER EXTENDED TO MARCH 18TH
PHILADEPHIA,PA,MARCH 1,1999- Rohm and Haas Company (NYSE:ROH) today said that,
on Wednesday, March 3rd, it will withdraw and re-file its Hart-Scott-Rodino
notification for the pending acquisition of Morton International,Inc. in order
to give the Federal Trade Commission additional time to review the transaction.
"The agency has indicated they would like to have more time," said Robert. P.
Vogel, General Counsel for Rohm and Haas. "Morton and Rohm and Haas have many
products and numerous customer groups, so the review takes a while. We've had
every indication that the review process itself has been routine for a
transaction of this size."
The Hart-Scott-Rodino statute typically affords the U.S. antitrust enforcement
agencies 30 calendar days to review an acquisition. However, when the first step
of transaction is a cash tender offer, that review period is shortened to 15
calendar days. Withdrawing and then re-filing the application gives the FTC a
more customary review period.
Rohm and Haas's filing on Wednesday will re-start the 15-calendar-day waiting
period which will expire on Thursday, March 18, 1999, at 11,59 p.m., New York
City time, unless the FTC requests additional information from the company. Rohm
and Haas said it would also extend the expiration date of the tender offer for
Morton shares, currently scheduled for midnight, New York City time, on Friday,
March 5th to coincide with the March 18th deadline.
In a related announcement, Rohm and Haas indicated it would make its filing for
review of the Morton acquisition by the European Union later today. Late last
week, Rohm and Haas announced that its largest shareholder group, the Haas
family and related trusts, reaffirmed their endorsement of the transaction and
signed an agreement with Morton to vote approval for completion of the deal.
# # #
EDITOR'S NOTE: Rohm and Haas announced its intention to acquire Morton on
February 1, 1999, and began the cash tender to purchase up to 80,916,766 shares
of Morton for $37.125 per share on February 5, 1999 (through its wholly owned
subsidiary, Morton Acquisition Corp). The offer is conditioned upon, among other
things, the valid tender of shares representing at least 50.1% of the shares of
Morton's outstanding common stock on a fully diluted basis. The offer, proration
period and withdrawal rights currently is scheduled to expire at 12 o'clock
midnight, New York City time, on Friday March 5th.
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Rohm and Haas then plans to acquire the remaining Morton shares in a second-step
merger in which Morton shares will be exchanged for Rohm and Haas shares valued
at $37.125, subject to a collar, or, if fewer than 80,916,766 shares are
purchased in the tender offer, for a combination of cash and Rohm and Haas
stock. Completion of the second-step merger is anticipated in the second quarter
of 1999.
Rohm and Haas is a Philadelphia-based manufacturer of specialty chemicals. The
company's technology is 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. Morton International is a
Chicago-based marketer and manufacturer of specialty chemicals and salt. The
company's 10,600 employees operated more than 100 facilities in North America,
Europe and Asia.
CONTACTS FOR ROHM AND HAAS:
Media:
John McGinnis
(215) 592-2409
Investors:
Eric Norris
(215) 592-2664
D.F.King & Company,Inc
(800) 431-9633
(212) 269-5550
