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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 7
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. 7 (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 3. IDENTITY AND BACKGROUND
Item 3(b)(i) of the Schedule 14D-9 is hereby amended and supplemented
by adding thereto the following information:
On April 1, 1999, the Company and Rohm and Haas agreed that the Final
Expiration Date under the Merger Agreement will be April 23, 1999, unless the
parties agree otherwise in writing. Rohm and Haas also agreed that Purchaser
will not waive the EU Approval condition to the Offer without the written
consent of the Company.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information setforth in this Statement is true, complete
and correct.
MORTON INTERNATIONAL, INC.
By:/s/ S. Jay Stewart
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Name: S. Jay Stewart
Title: Chairman and Chief Executive Officer
Dated: April 2, 1999
