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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. 3
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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. 3 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3(b) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
On February 25, 1999 the Haas Family Stockholders entered into a
Shareholder Agreement with the Company pursuant to which, among other things,
they agreed to vote the shares of Parent Common Stock beneficially owned by them
in favor of the Charter Amendment and issuance of shares of Parent Common Stock
in the Merger.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
Item 5(a)-(e) of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information in this Amendment No. 3 under Item 3 is incorporated herein
by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended and supplemented as follows:
The information in this Amendment No. 3 under Item 3 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)(10) Press Release dated February 26, 1999.
(c)(5) Rohm and Haas Company Shareholder Agreement, dated as of February
25, 1999 among Morton International, Inc. and certain individuals
and trusts named on Attachment A thereto (incorporated by reference
to Exhibit 11 of Amendment No. 4 of the Solicitation/Recommendation
Statement on Schedule 14D-9 of Morton International, Inc. dated
February 25, 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: February 26, 1999
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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<S> <C> <C>
(a)(10) Press Release dated February 26, 1999.
(c)(5) Rohm and Haas Company Shareholder Agreement, dated as of
February 25, 1999, among Morton International, Inc. and
certain individuals and trusts named on Attachment A thereto
(incorporated by reference to Exhibit 11 of Amendment No. 4
of the Solicitation/Recommendation Statement on Schedule
14D-9 of Morton International, Inc. dated February 25,
1999). .....................................................
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HAAS FAMILY ENDORSES MORTON ACQUISITION
PHILADELPHIA (February 26, 1999) -- Rohm and Haas Company (NYSE:ROH)
announced that its largest shareholder group, the Haas Family and its related
trusts, entered into an agreement today with Morton International, Inc.
(NYSE:MII) to vote in favor of Rohm and Haas shareholder resolutions related to
the company's pending acquisition of Morton. This agreement reaffirms the Haas
Family's earlier-stated support for the transaction.
"The Haas Family's interest always has been in the success of Rohm and
Haas," said John C. Haas, retired chairman of the company and son of co-founder
Otto Haas. "The Morton transaction will allow the combined organization to grow
under Rohm and Haas leadership. The cultures of the two organizations are
remarkably similar. We are happy to endorse the transaction."
The Haas Family currently controls about 39 percent of the company's common
stock outstanding. In anticipation of the Morton acquisition, the family's
representatives have signed an agreement to support shareholder resolutions
authorizing the issuance of additional Rohm and Haas stock. The company expects
to hold a vote of all shareholders on those resolutions during the second
quarter of 1999. Upon the passage of the resolutions and the planned completion
of the Morton acquisition, the Haas Family's ownership in the company would be
about 31 percent of the shares outstanding.
"Rohm and Haas Company continues to benefit from the Haas Family's
commitment," said chairman and CEO J. Lawrence Wilson. "Members of the Haas
Family have been involved in the company's governance for 90 years, and our
gratitude for the Haas Family's support and guidance has never been stronger. We
will keep on growing together."
Under its previously announced merger agreement with Morton, on February 5,
1999, Rohm and Haas and its wholly owned subsidiary Morton Acquisition Corp.
commenced a cash tender offer to purchase up to 80,916,766 shares of Morton for
$37.125 per share. 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 are scheduled to expire at 12 o'clock midnight, New York
City time, on Friday, March 5, 1999, unless the offer is extended.
Also as previously announced, Rohm and Haas has agreed 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.
Wasserstein, Perella is acting as the dealer manager of the transaction,
and D.F. King & Company, Inc. is acting as the information agent for the tender
offer.
Rohm and Haas is a speciality 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.
Contacts
Media: John P. McGinnis
Rohm and Haas
215-592-2409
Investors: Eric W. Norris
Rohm and Haas
215-592-2664
D.F. King & Company, Inc.
800-431-9633
212-269-5550
