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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5
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. 5 (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 2. TENDER OFFER OF BIDDER
Item 2 of the Schedule 14D-9 is hereby amended and supplemented by
adding thereto the following information:
On March 1, 1999, Rohm and Haas issued a press release (the "Rohm and
Haas Press Release") stating that on Wednesday, March 3, 1999, it will withdraw
and refile it Notification and Report Form with respect to the Offer and the
Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), in order to give the United States Federal Trade
Commission (the "FTC") additional time to review the transaction. In the Rohm
and Haas Press Release, Rohm and Haas said that such filing will restart the
15-calendar-day waiting period under the HSR Act which will expire on Thursday,
March 18, 1999, at 11:59 p.m., New York City time, unless the FTC requests
additional information from Rohm and Haas. In the Rohm and Haas Press Release,
Rohm and Haas also said that it would extend the expiration date of the Offer
(which is currently scheduled to expire at 12:00 midnight, New York City time,
on Friday, March 5, 1999) to coincide with the March 18, 1999 deadline.
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:
Reference is made to the information set forth in Item 2 of this
Amendment.
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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 1, 1999
