================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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
================================================================================
<PAGE>
This Statement 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 (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, of Purchaser and Rohm and Haas and in the
related Letter of Transmittal.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended by adding thereto the
following:
EXHIBIT
NUMBER DESCRIPTION
====================== ========================================================
9 Notice to Participants in the the Morton International,
Inc. Employee Savings and Investment Plan, the Morton
International, Inc. Retirement Savings Plan and the
Morton International, Inc. Bargaining Unit Employee
Savings and Investment Plan, dated February 9, 1999,
from The Northern Trust Company, Trustee.
<PAGE>
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
Name: Raymond P. Buschmann
Title: Vice President for Legal Affairs,
General Counsel and Secretary
Dated: February 9, 1999
2
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
===================== ========================================================
9 Notice to Participants in the the Morton International,
Inc. Employee Savings and Investment Plan, the Morton
International, Inc. Retirement Savings Plan and the
Morton International, Inc. Bargaining Unit Employee
Savings and Investment Plan, dated February 9, 1999,
from The Northern Trust Company, Trustee.
NOTICE TO PARTICIPANTS IN
THE MORTON INTERNATIONAL, INC. EMPLOYEE SAVINGS AND
INVESTMENT PLAN, THE MORTON INTERNATIONAL, INC. RETIREMENT
SAVINGS PLAN, AND THE MORTON INTERNATIONAL, INC. BARGAINING
UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
Dear Plan Participant:
Enclosed for your consideration are the Offer to Purchase, dated
February 5, 1999, and the related Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the "Offer") relating to an
offer by MORTON ACQUISITION CORP., an Indiana corporation ("Purchaser") and a
wholly-owned subsidiary of ROHM AND HAAS COMPANY, a Delaware corporation
("Parent"), to purchase for cash up to 80,916,766 of the issued and outstanding
shares of Common Stock, par value $1.00 per share ("Shares" or "Company Common
Stock"), of MORTON INTERNATIONAL, INC., an Indiana corporation ("Company"), and
the associated Preferred Stock 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 amended, (the "Rights Agreement"), at a price of
$37.125 per Share, net to the seller in cash, without interest. The Offer is
being made pursuant to the terms of the Agreement and Plan of Merger, dated as
of January 31, 1999, among Parent, Purchaser and the Company.
Also enclosed for your consideration is the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, dated February 5, 1999,
which contains, among other information, the recommendation of the Board of
Directors of the Company with respect to the Offer.
A TENDER OF SHARES ALLOCATED TO YOUR ACCOUNT UNDER THE MORTON
INTERNATIONAL, INC. EMPLOYEE SAVINGS AND INVESTMENT PLAN , THE MORTON
INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN, AND THE MORTON INTERNATIONAL, INC.
BARGAINING UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN (COLLECTIVELY REFERRED TO
IN THIS NOTICE TO PARTICIPANTS AS THE "PLAN") CAN BE MADE BY THE TRUSTEE OF THE
PLAN AS THE HOLDER OF RECORD PURSUANT TO YOUR INSTRUCTIONS ON THE ENCLOSED
INSTRUCTION FORM. ABSENT INSTRUCTIONS, THE TRUSTEE WILL NOT TENDER THE SHARES
ALLOCATED TO YOUR ACCOUNT UNDER THE PLAN UNLESS IT DETERMINES THAT IT IS LEGALLY
OBLIGATED TO DO SO. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY THE PLAN FOR
YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to tender
any or all of the Shares allocated to your account, upon the terms and
conditions set forth in the Offer.
Please note the following with respect to the Offer:
1. The tender price is $37.125 per Share, net in cash, without
interest, upon the terms and subject to the conditions of the Offer.
2. The Offer is being made for up to 80,916,766 Shares (representing
67% of the issued and outstanding Shares as of January 29, 1999).
3. The Offer and withdrawal rights will expire at 12:00 Midnight., New
York City time, on Friday March 5, 1999, unless the Offer is extended.
4. The Offer is conditioned upon, among other things, (a) there being
validly tendered and not properly withdrawn prior to the expiration of the Offer
a number of Shares which, together with any Shares owned by Parent or Purchaser,
constitutes at least a majority of the voting power (determined on a
fully-diluted basis) of all the securities of the Company entitled to vote
generally in the election of directors or on a merger, (b) any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, having expired or been terminated and (c) notification of and
approval by the
<PAGE>
European Commission under the EU Council Regulation 4064/89, as amended, having
been obtained. The Offer is also subject to the other conditions contained in
Section 15 of the Offer to Purchase.
5. If the Company shareholders (including the Trustee of the Plan)
tender more than 80,916,766 Shares in total, then Purchaser will purchase the
same percentage of the Shares tendered from each tendering shareholder. This
means that even if you instruct the Trustee to tender all of the Shares
allocated to your account, it is possible that not all of those Shares will
actually be purchased when Purchaser closes the Offer.
INSTRUCTIONS TO THE TRUSTEE
The Northern Trust Company, as Trustee of the Plan, holds Company
Common Stock in the Company Common Stock Fund under the Plan. Units of the
Company Common Stock Fund under the Plan are credited to individual
participants' accounts in accordance with the terms of the Plan. These units of
the Company Common Stock Fund have been converted into an equivalent number of
Shares, and then rounded up or down to the closest number of whole Shares. The
whole number of equivalent Shares are referred to in this Notice to Participants
as the "shares of Company Common Stock allocated to your account under the
Plan". Enclosed with this Notice is a confidential instruction form which you
must use to instruct the Trustee whether or not to tender any of the shares of
Company Common Stock allocated to your account under the Plan pursuant to the
Offer.
If you sign, date and return the enclosed instruction form but do not
check any box on the form, the Trustee will treat your instruction form as not
providing any instruction to the Trustee regarding the Offer. In accordance with
the trust which is the funding vehicle of the Plan, the Trustee will not tender
any shares of Company Common Stock held by the Plan for which no participant
instructions are timely received unless it determines that it is legally
obligated to do so.
YOUR ROLE AND RESPONSIBILITIES AS A PLAN PARTICIPANT AND A FIDUCIARY
Only the Trustee can vote, tender and sell the Company Common Stock
held by the Plan. However, under the terms of the Plan, each participant may act
as a fiduciary who directs the Trustee as to voting and tendering shares of
Company Common Stock allocated to the account of such participant. In general,
fiduciaries are required to act prudently, solely in the interest of plan
participants and beneficiaries, and for the exclusive purpose of providing
benefits to the plan participants and beneficiaries.
If you choose to act as a fiduciary, you are entitled to instruct the
Trustee whether or not to tender any shares of Company Common Stock allocated to
your account under the Plan. By signing, dating and returning the enclosed
instruction form, you are accepting your designation under the Plan as a
fiduciary for purposes of the Offer (but not for any future matter). You should
therefore exercise your right whether or not to tender shares Company Common
Stock prudently.
You should sign, date and return the enclosed instruction form only if
you wish to act as fiduciary under the Plan with respect to the Offer.
<PAGE>
INSTRUCTION WHETHER OR NOT TO TENDER SHARES OF COMPANY COMMON STOCK
The enclosed instruction form must be used if you wish to instruct the
Trustee to tender to Purchaser all or any portion of the shares of Company
Common Stock allocated to your account under the Plan for $37.125 per share. If
some or all of the shares of Company Common Stock allocated to your account
under the Plan are purchased by Purchaser, the cash proceeds of such sale will
be credited to your account under the Plan and invested in the Fixed Return Fund
under the Plan subject to your right to direct subsequently the investment of
such proceeds into the other investment funds offered under the Plan.
PLEASE NOTE THAT THE NUMBER OF SHARES OF COMPANY COMMON STOCK ALLOCATED
TO YOUR ACCOUNT UNDER THE PLAN DOES NOT APPEAR ON YOUR INSTRUCTION FORM. THE
PLAN'S DAILY VALUATION DESIGN FEATURE PREVENTS THE COMPANY FROM SUPPLYING TO THE
TRUSTEE AN ACCURATE ALLOCATION OF THE NUMBER OF SHARES OF COMPANY COMMON STOCK
IN YOUR ACCOUNT UNDER THE PLAN WITH ENOUGH TIME FOR YOU TO MAKE AN INFORMED
DECISION WITH RESPECT TO THE OFFER. THEREFORE, THE INSTRUCTION FORM PROVIDES
THAT YOU MAY INSTRUCT THE TRUSTEE EITHER TO TENDER ALL OF THE SHARES OF COMPANY
COMMON STOCK, A PERCENTAGE OF THE SHARES OF COMPANY COMMON STOCK, OR NONE OF THE
SHARES OF COMPANY COMMON STOCK ALLOCATED TO YOUR ACCOUNT UNDER THE PLAN.
In order to be assured that your instruction to the Trustee will be
followed, your instruction form must be completed, signed, dated and received by
the Trustee NO LATER THAN 11 P.M. EASTERN TIME (10 P.M. CENTRAL TIME) ON MARCH
3, 1999. This time is two business days plus one hour prior to the expiration of
the Offer, which is scheduled to expire at 12 Midnight Eastern Time (11 p.m.
Central Time) on March 5, 1999. If the expiration of the Offer is extended
beyond its scheduled expiration time, the time by which the Trustee must receive
your instruction will be extended automatically to two business days plus one
hour prior to such extended expiration time. Please remember to return your
instruction form to the Trustee in the enclosed envelope, rather than to the
Company, Purchaser, or any other party.
YOUR INSTRUCTION FORM MUST BE MAILED TO THE TRUSTEE IN THE ENVELOPE
PROVIDED. THE TRUSTEE CANNOT ACCEPT INSTRUCTIONS BY FAX.
Any instruction you furnish to the Trustee on the instruction form will
be irrevocable if not withdrawn by 11 p.m. Eastern Time (10 p.m. Central Time)
on March 3, 1999. This time is two business days plus one hour prior to the
expiration of the Offer which is scheduled to expire at 12 Midnight Eastern Time
(11 p.m. Central Time) on March 5, 1999. If the expiration of the Offer is
extended beyond its scheduled expiration time, the time by which you may
withdraw such instruction will be extended automatically to two business days
plus one hour prior to such extended expiration time. To withdraw any
instruction, you should send a statement to the Trustee that you are withdrawing
your prior instruction and requesting another instruction form. You must sign
the statement and print your name and Social Security number under your
signature. The statement may be sent by mail to the address below.
The Northern Trust Company, Trustee
P.O. Box 1997
New York, New York 10116-1997
CONFIDENTIALITY
Your instruction to the Trustee is strictly confidential. Under no
circumstances will the Trustee or any of its agents, disclose your instruction,
or failure to submit an instruction, to the Company, Purchaser, Parent or any
other party. You should feel free to instruct the Trustee in the manner you
think is best.
THE NORTHERN TRUST COMPANY
February 9, 1999
<PAGE>
THE MORTON INTERNATIONAL, INC. EMPLOYEE SAVINGS AND
INVESTMENT PLAN, THE MORTON INTERNATIONAL, INC. RETIREMENT
SAVINGS PLAN, AND THE MORTON INTERNATIONAL, INC. BARGAINING
UNIT EMPLOYEE SAVINGS AND INVESTMENT PLAN
INSTRUCTION TO TRUSTEE WHETHER OR NOT TO TENDER SHARES
The undersigned participant in the Morton International, Inc. Employee
Savings And Investment Plan, the Morton International, Inc. Retirement Savings
Plan, or the Morton International, Inc. Bargaining Unit Employee Savings And
Investment Plan (collectively referred to herein as the "Plan") hereby instructs
The Northern Trust Company, as Trustee under the Plan, to tender or not to
tender, pursuant to the Offer, the shares of Company Common Stock, par value
$1.00 per share, of Morton International, Inc. allocated to his account under
the Plan (as explained in the accompanying Notice to Participants) in accordance
with the instruction form on the reverse side of this form.
THIS FORM MUST BE PROPERLY COMPLETED, SIGNED, DATED AND RECEIVED BY THE
NORTHERN TRUST COMPANY NO LATER THAN 11 P.M. EASTERN TIME (10 P.M. CENTRAL TIME)
ON MARCH 3, 1999.
IF THIS FORM IS RECEIVED AFTER 11 P.M. EASTERN TIME (10 P.M. CENTRAL
TIME) ON MARCH 3, 1999, THE NORTHERN TRUST COMPANY CANNOT ENSURE THAT YOUR
INSTRUCTIONS WILL BE FOLLOWED. YOUR INSTRUCTIONS ARE CONFIDENTIAL AS EXPLAINED
IN THE ACCOMPANYING NOTICE TO PARTICIPANTS.
TO BE COMPLETED, SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
/X/ Please mark your choice like this and sign and date below.
THE TRUSTEE MAKES NO RECOMMENDATIONS AS TO YOUR DECISION TO TENDER OR NOT TO
TENDER SHARES OF COMPANY COMMON STOCK ALLOCATED TO YOUR ACCOUNT UNDER THE PLAN
PURSUANT TO THE OFFER.
/ / Tender ALL of the shares of Company Common Stock allocated to my
account under the Plan.
/ / Tender the percentage of shares of Company Common Stock allocated to my
account under the Plan indicated below:
Percentage of Shares (in whole numbers): ________%
/ / Do not tender any shares of Company Common Stock allocated to my
account under the Plan.
As a participant in the Plan, I acknowledge receipt of the Offer to Purchase,
Letter of Transmittal and the Notice to Participants dated February 9, 1999, and
I hereby instruct the Trustee of the Plan to tender or not to tender the shares
of common stock, par value $1.00 per share, of Morton International, Inc.
allocated to my account under the Plan as indicated above.
I understand that if I sign, date and return this instruction form but do not
provide the Trustee with specific instructions, the Trustee will treat this
instruction form as not providing any instruction to the Trustee regarding the
Offer. In accordance with the terms of the trust which is the funding vehicle
for the Plan, the Trustee will not sell any shares of Company Common Stock held
by the Plan for which no participant instructions are timely received unless it
determines that it is legally obligated to do so.
- ----------------------------- ---------------
Signature Date
PLEASE SIGN, DATE AND MAIL THIS INSTRUCTION FORM PROMPTLY IN
THE POSTAGE PREPAID ENVELOPE PROVIDED
