SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Morton International, Inc.
(Exact name of registrant as specified in its charter)
Indiana 36-4140798
(State of incorporation) (IRS Employer Identification No.)
100 North Riverside Plaza
Chicago, Illinois 60606-1596
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securitities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the A.(d), please check the following
following box. [X] box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Morton International, Inc. (the "Company") and First Chicago Trust
Company of New York (the "Rights Agent") entered into Amendment No. 1 (the
"First Amendment"), dated as of January 31, 1999, to the Rights Agreement, dated
as of April 24, 1997, between the Company and the Rights Agent (the "Rights
Agreement"). On April 24, 1997, the Board of Directors of the Company (the
"Board") declared a dividend of one preferred share purchase right (a "Right")
for each share of common stock, par value $1.00 per share ("Common Shares"), of
the Company outstanding on April 30, 1997. The dividend was paid in connection
with the distribution of the Company's capital stock to the shareholders of
record of Autoliv ASP, Inc. (formerly named Morton International, Inc.) on April
30, 1997. The description and terms of the Rights are set forth in the Rights
Agreement, as amended by the First Amendment.
Rights Agreement. Each Right entitles the registered holder to
purchase from the Company one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 per share ("Preferred Stock"), at
a price of $105 (the "Purchase Price"), subject to adjustment.
Until the earlier to occur of (a) 10 days following a public
announcement that a person or group of affiliated or associated persons have
acquired beneficial ownership of 20% or more of the outstanding Common Shares
(an "Acquiring Person") or (b) 10 business days (or such later date as may be
determined by action of the Board prior to such time as any person or group
becomes an Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 20% or more of
such outstanding Common Shares (the earlier of such dates being called the
"Rights Separation Date"), the Rights will be evidenced by the book-entry
account credits representing Common Shares.
The Rights Agreement provides that, until the Rights Separation
Date, the Rights will be transferred with and only with the Common Shares. Any
certificates representing Common Shares requested by shareholders and issued
after the Rights Separation Date will contain a notation incorporating the
Rights Agreement by reference. As soon as practicable following the Rights
Separation Date, a separate book-entry notation evidencing the Rights (the
"Right Notation") will be made to the share accounts of holders of record of the
Common Shares as of the close of business on the Rights Separation Date and such
separate Right Notations alone will evidence the Rights.
The Rights are not exercisable until the Rights Separation Date.
The Rights Agreement provides that the Rights will expire on April 30, 2007 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed by the Company, in each case, as described
below.
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The Purchase Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights
is subject to adjustment from time to time to prevent dilution (a) in the event
of a stock dividend on, or a subdivision, combination or reclassification of,
the Preferred Stock, (b) upon the grant to holders of the shares of Preferred
Stock of certain rights or warrants to subscribe for or purchase shares of
Preferred Stock at a price, or securities convertible into shares of Preferred
Stock with a conversion price, less than the then current market price of the
shares of Preferred Stock or (c) upon the distribution to holders of the shares
of Preferred Stock of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in shares of Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a share of Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the Common
Shares or a stock dividend on the Common Shares payable in Common Shares or
subdivisions, consolidations or combinations of the Common Shares occurring, in
any such case, prior to the Rights Separation Date.
Shares of Preferred Stock purchasable upon exercise of the Rights
are not redeemable. Each share of Preferred Stock is entitled to a minimum
preferential quarterly dividend payment of $1 per share but is entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In the
event of liquidation, the holders of shares of Preferred Stock will be entitled
to a minimum preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per Common Share.
Each share of Preferred Stock has 100 votes, voting together with the Common
Shares. In the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each share of Preferred Stock will be entitled to
receive 100 times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of their dividend, liquidation and voting
rights, the value of the one one-hundredth interest in a share of Preferred
Stock purchasable upon exercise of each Right should approximates the value of
one Common Share.
In the event that, after the Rights Separation Date, the Company is
acquired in a merger or other business combination transaction, or if 50% or
more of its consolidated assets or earning power are sold, proper provision will
be made so that each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company which at
the time of such transaction will have a market value of two times the exercise
price of the Right. In the event that any person or group of affiliated or
associated persons becomes the
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beneficial owner of 20% or more of the outstanding Common Shares, proper
provision shall be made so that each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right.
At any time after the aquisition by a person or group of affiliated
or associated persons of beneficial ownership of 20% or more of the outstanding
Common Shares and prior to the acquisition by such person or group of 50% or
more of the outstanding Common Shares, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole or
in part, at an exchange ratio of one Common Share, or one one-hundredth of a
share of Preferred Stock (or of a share of a class or series of Preferred Stock
having equivalent rights, preferences and privileges), per Right (subject to
adjustment).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the shares of Preferred Stock on the
last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or more of the
outstanding Common Shares, the Board may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board, in its sole discretion, may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
The terms of the Rights may be amended by the Board without the
consent of the holders of the Rights, including an amendment to lower certain
thresholds described above to not less than the greater of (a) any percentage
greater than the largest percentage of the outstanding Common Shares then known
to the Company to be beneficially owned by any person or group of affiliated or
associated persons and (b) 10%, except that, from and after such time as any
person becomes an Acquiring Person, no such amendment may adversely affect the
interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
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The Rights may have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board since the Rights may be redeemed by the Company at the Redemption Price
prior to the time that a person or group has acquired beneficial ownership of
20% or more of the Common Shares.
The Rights Agreement specifying the terms of the Rights was filed
as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on May 2, 1997 and is incorporated herein by
reference. The terms of the Preferred Stock are set forth in the Company's
Restated Articles of Incorporation, filed as Exhibit (3)(a) to the Company's
Report on Form 10-K for fiscal 1997.
First Amendment to Rights Agreement. The Company and the Rights
Agent entered into the First Amendment in connection with the Agreement and Plan
of Merger, dated as of January 31, 1999, among Rohm and Haas Company, a Delaware
corporation ("Rohm and Haas"), Gershwin Acquisition Corp., an Indiana
corporation and a wholly-owed subsidiary of Rohm and Haas ("Merger Sub"), and
the Company (the "Merger Agreement") pursuant to which (a) Merger Sub will
commence an offer (the "Offer") to purchase for cash up to two-thirds of the
issued and outstanding Common Shares and the associated Rights and (b) Merger
Sub will be merged with and into the Company, with the Company as the surviving
corporation in the merger (the "Merger"), all on the terms and subject to the
conditions set forth in the Merger Agreement.
The First Amendment provides, among other things, that neither
Rohm and Haas nor Merger Sub, nor any affiliate or associate of Rohm and Haas
shall become an Acquiring Person, nor shall a Rights Separation Date occur, as a
result of (i) the execution, delivery or performance of the Merger Agreement,
(ii) the announcement or making of the Offer, (iii) the acquisition of Common
Shares pursuant to the Offer or the Merger or (iv) the consummation of the
Offer, the Merger or any other transactions contemplated by the Merger
Agreement.
The First Amendment also provides that the Final Expiration
Date will be the earlier of (a) April 30, 2007 and (b) immediately prior to the
consummation of the Offer as contemplated by and in accordance with the Merger
Agreement, or, if the Offer is not consummated, the Merger.
The First Amendment also provides that Section 13 of the Rights
Agreement, relating to changes in the terms of the Rights as a result of certain
mergers, business combi-
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nations or sales of 50% or more of the consolidated assets or earning power of
the Company, will not apply to the Merger.
The foregoing summary description of the First Amendment is
qualified in its entirety by reference to the full text of the First Amendment,
which is filed as Exhibit 2 hereto and is incorporated herein by reference.
Item 2. EXHIBITS.
1. Rights Agreement, dated as of April 24, 1997, between Morton
International, Inc. (formerly named New Morton International, Inc.)
and First Chicago Trust Company of New York, as Rights Agent
(incorporated by reference to Exhibit 10.1 to Morton
International, Inc.'s Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 2, 1997).
2. Amendment No. 1, dated as of January 31, 1999, to Rights Agreement,
dated as of April 24, 1997, between Morton International, Inc. and
First Chicago Trust Company of New York, as Rights Agent
(filed herewith).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: February 4, 1999
MORTON INTERNATIONAL, INC.
By: /s/ Raymond P. Buschmann
Name: Raymond P. Buschmann
Title: Vice President for Legal
Affairs, General Counsel
and Secretary
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<PAGE>
EXHIBIT LIST
No.
1. Rights Agreement, dated as of April 24, 1997, between Morton
International, Inc. (formerly named New Morton International, Inc.) and
First Chicago Trust Company of New York, as Rights Agent (incorporated
by reference to Exhibit 10.1 to Morton International, Inc.'s Current
Report on Form 8-K filed with the Securities and Exchange Commission
on May 2, 1997).
2. Amendment No. 1, dated as of January 31, 1999, to Rights Agreement, dated
as of April 24, 1997, between Morton International, Inc. and First
Chicago Trust Company of New York, as Rights Agent (filed herewith).
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EXHIBIT 2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT No. 1 (the "Amendment"), dated as of January 31, 1999, to
the Rights Agreement, dated as of April 24, 1997 (the "Rights Agreement"),
between Morton International, Inc., an Indiana corporation (formerly named New
Morton International, Inc.) (the "Company"), and First Chicago Trust Company of
New York, a New York corporation (the "Rights Agent"), as Rights Agent.
Recitals
A. The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.
B. Rohm and Haas Company, a Delaware corporation ("Parent"),
Gershwin Acquisition Corp., an Indiana corporation and a wholly-owed subsidiary
of Parent ("Merger Sub"), and the Company have entered into an Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which (a) Merger Sub will
commence an offer (the "Offer") to purchase for cash up to two-thirds of the
issued and outstanding shares of Common Stock, par value $1.00 per share, of the
Company ("Company Common Stock") and the associated rights (the "Rights") to
purchase one one-hundredth of a share of Series A Junior Participating Preferred
Stock, par value $1.00 per share, of the Company issued pursuant to the Rights
Agreement, and (b) Merger Sub will be merged with and into the Company, with the
Company as the surviving corporation in the merger (the "Merger"), all on the
terms and subject to the conditions set forth in the Merger Agreement.
C. Pursuant to Section 27 of the Rights Agreement, the Board of
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary and desirable to reflect the
foregoing, and the Company and the Rights Agent desire to evidence such
amendment in writing.
D. All acts and things necessary to make this Amendment a valid
agreement, enforceable according to its terms have been done and performed, and
the execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
In consideration of the foregoing and the mutual agreements set
forth herein, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is hereby amended by
inserting the following sentence at the end thereof:
Furthermore, notwithstanding the foregoing, neither Rohm and
Haas Company, a Delaware corporation ("Parent"), nor Gershwin
Acquisition Corp., an Indiana corporation and a wholly-owned
subsidiary of Parent ("Merger Sub"), nor any Affiliate or
Associate of Parent shall become an Acquiring Person as a
result of (i) the exe-
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cution, delivery or performance of the Merger Agreement, dated as
of January 31, 1999, among Parent, Merger Sub and the Company, as
it may be amended or supplemented from time to time
(the "Merger Agreement"), (ii)the announcement or making of the
Offer (as defined in the Merger Agreement, the "Offer"), (iii) the
acquisition of Common Shares pursuant to the Offer or the Merger
(as defined in the Merger Agreement, the "Merger") or (iv) the
consummation of the Offer, the Merger or any other transactions
contemplated by the Merger Agreement.
2. The first sentence of Section 3(a) of the Rights Agreement
is hereby modified and amended to read in its entirety as follows:
Until the earlier of (i) the tenth day after the Shares
Acquisition Date or (ii) the tenth Business Day (or such later date
as may be determined by action of the Board of Directors of the
Company prior to such time as any Person becomes an Acquiring
Person) after the date of the commencement by any Person (other
than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any Subsidiary of the Company or
any entity holding Common Shares for or pursuant to the terms of
any such plan) of, or of the first public announcement of the
intention of any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Shares for
or pursuant to the terms of any such plan) to commence, a tender or
exchange offer the consummation of which would result in any Person
becoming the Beneficial Owner of Common Shares aggregating 20%
or more of the then outstanding Common Shares (including any such
date which is after the date of this Rights Agreement and prior to
the issuance of the Rights; the earlier of such dates being herein
referred to as the "Distribution Date"; provided, however, that for
purposes of this Section 3(a), so long as the Merger Agreement has
not been terminated pursuant to Section 8.1 thereof, neither Parent
nor Merger Sub nor any Affiliate or Associate of Parent shall be
deemed to be the Beneficial Owner of 20% or more of the Common
Shares as a result of (i) the execution, delivery or performance of
the Merger Agreement, (ii) the announcement or making of the Offer,
(iii) the acquisition of Common Shares pursuant to the Offer or the
Merger or (iv) the consummation of the Offer, the Merger or any
other transactions contemplated by the Merger Agreement), (x) the
Rights will be evidenced (subject to the provisions of Section 3(b)
hereof) by the certificates for Common Shares registered in the
names of the holders thereof (which certificates shall also be
deemed to be Right Certificates) and not by separate Right
Certificates, and (y) the right to receive Right Certificates will
be transferable only in connection with the transfer of Common
Shares.
3. Section 7(a) of the Rights Agreement is hereby modified and
amended to change the reference to "the Close of Business on the tenth
anniversary of the Record Date" to "the earlier of (x) the Close of Business on
the tenth anniversary of the Record Date and (y) immediately prior to the
consummation of the Offer as contemplated by and in accordance with the
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Merger Agreement, or, if the Offer is not consummated, the Merger", it being
agreed that such tenth anniversary or, if applicable, such earlier date, shall
for all purposes of the Rights Agreement be deemed to be the "Final Expiration
Date."
4. Section 13 of the Rights Agreement is hereby amended by
inserting the following sentence at the end of such Section:
Notwithstanding the foregoing, this Section 13 shall not apply
to the Merger.
5. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State.
6. This Amendment to the Rights Agreement may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument. Terms not
defined herein shall, unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
7. In all respects not inconsistent with the terms and provisions
of this Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and conditions of the
Rights Agreement.
8. If any term, provision, covenant or restriction of this
Amendment to the Rights Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment to the Rights
Agreement, and of the Rights Agreement, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and attested, all as of the date and year first above
written.
Attest: MORTON INTERNATIONAL, INC.
By: /s/ Carol A. Vix By: /s/ Raymond P. Buschmann
Name: Carol A. Vix Name: Raymond P. Buschmann
Title: Assistant Secretary Title: Vice President for Legal
Affairs, General Counsel
and Secretary
Attest: FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ Mary E. Garcia By: /s/ Joanne Gorostiola
Name: Mary E. Garcia Name: Joanne Gorostiola
Title: Customer Service Officer Title: Assistant Vice President
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