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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. 6
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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. 6 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On March 18, 1999, Parent issued a press release announcing that it has
received a request from the FTC for additional information about Parent's
pending acquisition of the Company. The request extends the waiting period under
the HSR Act until 10 days after Parent complies with the request, unless the
process is terminated earlier by the FTC. As a result, Parent has extended the
period during which the Offer will remain open to 12:00 midnight, New York City
time, on Thursday, April 1, 1999, unless the Offer is further extended. The full
text of the press release is set forth in exhibit (a)(13) and is incorporated
herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(b), (c) and (d) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
The information in this Amendment No. 6 under item 5 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)(13) Press Release dated March 18, 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/ ROBERT P. VOGEL
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NAME: Robert P. Vogel
TITLE: Vice President
ROHM AND HAAS COMPANY
BY: /s/ ROBERT P. VOGEL
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NAME: Robert P. Vogel
TITLE: Vice President and General
Counsel
Dated: March 18, 1999
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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(a)(13) Press Release dated March 18, 1999.
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Exhibit A(13)
ROHM AND HAAS RECEIVES FTC REQUEST FROM FTC FOR INFORMATION;
IS EXTENDING ITS TENDER OFFER FOR MORTON ACQUISITION
PHILADELPHIA (March 18, 1999) -- Rohm and Haas Company (NYSE: ROH) said today
that it has received a request from the U.S. Federal Trade Commission (FTC) for
additional information about the company's pending acquisition of Morton
International, Inc. (NYSE: MII). In the case of a tender offer, the request
extends the waiting period for regulatory review under the Hart-Scott- Rodino
Antitrust Act until 10 days after Rohm and Haas complies with the request,
unless the process is terminated earlier by the FTC.
As a result, Rohm and Haas said it is extending its cash tender offer for
shares of Morton common stock to midnight, New York City time, on Thursday,
April 1, 1999.
Robert P. Vogel, vice president and general counsel of Rohm and Haas, said,
"During our discussions with the Federal Trade Commission, the staff indicated
concern about possible overlaps between Rohm and Haas's and Morton's floor-care
polymers businesses." Vogel said Morton is in discussions to sell its floor
care polymers business, which last year had North American sales approaching
$15 million, to a third party. Morton's overall sales totaled more than $2.5
billion in 1998.
Vogel continued, "We're hopeful that the issue with the FTC can be resolved
quietly, so that we can complete the tender offer and then proceed with the
remaining steps of the acquisition." Rohm and Haas says it still expects to
complete the Morton acquisition during the second quarter of 1999.
On February 1, 1999, Rohm and Haas and Morton announced a definitive merger
agreement. Shortly thereafter, 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
percent of the shares of Morton's outstanding common stock on a fully diluted
basis. At the close of business on March 17, 1999, approximately 26,785,189
shares of Morton common stock, representing approximately 22 percent of the
total outstanding, had been validly tendered in connection with the offer.
Notes: 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 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.
Contacts
Rohm and Haas:
Media: John McGinnis
(215) 592-2409
Investors: Eric Norris
(215) 592-2664
D.F. King & Company:
(800) 431-9633
(212) 269-5550
