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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
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 Amendment No. 6 (this "Amendment") 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, as amended, of
Purchaser and Rohm and Haas and in the related Letter of Transmittal.
Capitalized terms used but not defined herein have the meanings given such
terms in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
thereto the following information:
On March 18, 1999, Rohm and Haas issued a press release stating that it
had received a second request from the FTC for additional information about Rohm
and Haas' pending acquisition of the Company. The request extends the waiting
period for regulatory review under the HSR Act until ten days after Rohm and
Haas complies with the request, unless the process is terminated earlier by the
FTC. In connection with obtaining regulatory approvals, Morton is in discussions
to sell its floor care polymers business, which last year had North American
sales approaching $15 million.
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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/ Raymond P. Buschmann
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Name: Raymond P. Buschmann
Title: Vice President for Legal Affairs,
General Counsel and Secretary
Dated: March 19, 1999
