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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. 12*
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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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*CONSTITUTING THE FINAL AMENDMENT HERETO.
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TENDER OFFER
This Amendment No. 12 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 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On April 23, 1999 Parent issued a press release announcing that the Offer
had been terminated as of the expiration of the Offer at midnight on April 22,
1999. No Shares were accepted for payment or paid pursuant to the Offer and all
Shares previously tendered will be returned by the Depositary. The full text of
the press release is set forth in Exhibit(a)(18) 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)(18) Press Release dated April 23, 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 23, 1999
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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(a)(18) Press Release dated April 23, 1999.
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ROHM AND HAAS WITHDRAWS TENDER OFFER;
WILL ACQUIRE MORTON THROUGH MERGER
PHILADELPHIA (April 23, 1999) -- Rohm and Haas Company (NYSE: ROH) announced
today that it will proceed to complete its acquisition of Morton International,
Inc. (NYSE: MII) through a single-step merger under which Morton shareholders
would receive a mixture of cash and Rohm and Haas common stock. The managements
of both companies reaffirmed their commitment to the combination, which is
expected to be completed by June 1999. Today's action follows the April 22
expiration and withdrawal of Rohm and Haas's tender offer for Morton shares,
under which fewer than the minimum required number of shares were tendered for
cash.
"Many Morton shareholders have opted for a combination of cash and Rohm and Haas
stock at the completion of the single-step transaction, rather than payment
entirely in cash," said J. Lawrance Wilson, chairman and chief executive officer
of Rohm and Haas. "This situation clearly results from the market's confidence
in the future growth potential of the new Rohm and Haas, as well as the broad
recent gains by the chemical sector. The single-step transaction is a
contingency that we provided for in our original agreement with Morton. While we
are somewhat disappointed that the tender offer could not be completed, the two
companies' plans to form the largest U.S. specialty chemical company in June
remain unaltered."
Following clearance granted by the U.S. Federal Trade Commission and the
European Union earlier this week, Rohm and Haas has now received all the
regulatory approvals required to complete its acquisition of Morton.
The merger agreement between Rohm and Haas and Morton provides that if the
tender offer could not be completed by April 23, 1999, Rohm and Haas would
withdraw it and both parties would proceed to complete the transaction via a
single-step merger. Under the one-step merger which Morton shareholders would
receive approximately $24.87 in cash and not less than 0.359274 nor more than
0.439113 shares of Rohm and Haas stock, depending on the exchange ratio. The
exchange ratio will be determined based on the average closing price for Rohm
and Haas stock for the twenty trading days ending on the second trading day
prior to the merger. The one-step merger is conditioned upon approval by Morton
and Rohm and Haas shareholders and is expected to be completed near the end of
June 1999.
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
satisfying conditions necessary to close the pending transaction.
CONTACTS
Investors: Eric W. Norris (215) 592-2664
Media: John P. McGinis (215) 592-2409
