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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. 7
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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. 7 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 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On April 1, 1999, Parent issued a press release announcing that: (i) the
European Commission had extended its review period of the transaction until
April 19, 1999, after Parent agreed to withdraw from a small electronic
materials joint venture in Italy and (ii) Parent and the Company agreed that the
Final Expiration Date under the Merger Agreement will be April 23, 1999 unless
the parties agree otherwise in writing, and (iii) Parent has extended the period
during which the Offer will remain open to 12:00 midnight, New York City time,
on Thursday, April 16, 1999, unless the Offer is further extended. The full text
of the press release is set forth in exhibit (a)(14) and is incorporated herein
by reference. Parent has also agreed that Purchaser will not waive the EU
Approval condition to the Offer without the written consent of the Company.
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:
The information in this Amendment No. 7 under Item 3 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. 7 under item 3 is incorporated herein
by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
The information in this Amendment No. 7 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)(14) Press Release dated April 1, 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: April 1, 1999
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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(a)(14) Press Release dated April 1, 1999.
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EXHIBIT(A)(14)
ROHM AND HAAS EXTENDS MORTON
TENDER OFFER TO APRIL 16, 1999
PHILADELPHIA (April 1, 1999) -- Rohm and Haas Company (NYSE:ROH) said today
it is extending its cash tender offer for Morton International, Inc. (NYSE:MII)
to midnight, New York City time, on Friday, April 16, 1999.
The company also said that Rohm and Haas and Morton have agreed to allow a
subsequent extension of the tender offer, if necessary, to not later than April
23, 1999. The original January 31, 1999, merger agreement between Rohm and Haas
and Morton had required that the cash tender offer be completed by April 17.
Rohm and Haas said it remains confident that it will receive the necessary
regulatory approvals, and that the tender offer will close by April 23, 1999.
Responding to concerns about the two companies' possible overlaps in the
dry-film photoresist business in Europe, Rohm and Haas recently agreed to
withdraw from a small electronic materials joint venture in Italy. Earlier this
week the European Union extended its regulatory review of the Morton acquisition
to April 19, 1999, a normal procedural step that allows the European Union to
review Rohm and Haas's withdrawal from the joint venture.
The company continues to expect that the acquisition will be completed
before the end of June 1999, as initially planned. Consistent with that
schedule, Rohm and Haas has already filed with the Securities and Exchange
Commission the required preliminary proxy materials relating to the second-step
merger that will complete the transaction.
On February 1, 1999, Rohm and Haas and Morton announced a definitive merger
agreement. Shortly thereafter, Rohm and Haas, through a wholly owned subsidiary,
began a cash tender offer to purchase up to 80,916,766 common 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 31, 1999, approximately 50,417,500 shares of Morton common
stock, representing approximately 42 percent of the total outstanding, had been
validly tendered in connection with the offer.
This press release contains statements that are forward looking. These
statements are based on current expectations and are subject to risks and
uncertainties. Actual results may vary because of unexpected delays in obtaining
regulatory approvals and other conditions necessary to close the pending
transaction.
Contacts
Media: John P. McGinnis (215) 592-2409
Investors: Eric W. Norris (215) 592-2664
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