<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 11
------------------------
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)
------------
619335102
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
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
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
TENDER OFFER
This Amendment No. 11 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 10. ADDITIONAL INFORMATION
Items 10(b), (c) and (d) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
On April 21, 1999 Parent issued a press release announcing that the FTC
granted clearance of Parent's pending acquisition of the Company and that
following approval by the Commission of the European Community earlier this
week, Parent has now received all regulatory approvals required to complete the
acquisition of the Company. The full text of the press release is set forth in
Exhibit(a)(17) and 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)(17) Press Release dated April 21, 1999.
2
<PAGE> 3
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/ BRADLEY J. BELL
------------------------------------
NAME: Bradley J. Bell
TITLE: Vice President
ROHM AND HAAS COMPANY
BY: /s/ BRADLEY J. BELL
------------------------------------
NAME: Bradley J. Bell
TITLE: Chief Financial Officer and
Senior Vice President
Dated: April 22, 1999
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
(a)(17) Press Release dated April 21, 1999.
</TABLE>
4
<PAGE> 1
MORTON ACQUISITION RECEIVES FTC CLEARANCE;
TENDER OFFER EXPIRES APRIL 22, 1999
PHILADELPHIA (April 21, 1999) -- Rohm and Haas Company (NYSE; ROH) announced
today that the Federal Trade Commission has granted clearance of the company's
pending acquisition of Morton International, Inc. (NYSE; MII). Following the
approval by the European Union announced earlier this week, Rohm and Haas has
now received all regulatory approvals required to complete its acquisition of
Morton.
Rohm and Haas's cash tender offer for Morton shares is set to expire at
midnight, New York City time, on April 22, 1999. Provided at least a majority of
the outstanding shares of Morton on a fully diluted basis have been tendered in
connection with the offer, Rohm and Haas will accept for payment up to
80,916,766 shares of Morton at $37.125 per share. Payment for tendered shares
would be made next week. The balance of Morton's outstanding shares will be
acquired in a second step merger in exchange for Rohm and Haas stock (or a
mixture of Rohm and Haas stock and cash if less than 80,916,766 shares are
acquired in the tender offer).
At the close of business on April 21, approximately 44,062,774 Morton shares had
been validly tendered in connection with the offer, representing about 34.3
percent of the total on a fully diluted basis. If a majority of Morton shares
have not been tendered by midnight on April 22, Rohm and Haas intends to
terminate the tender offer and seek to complete the acquisition in a one-step
merger. In a one-step merger, each outstanding Morton share would be converted
into the right to receive approximately $24.87 in cash and not less than
0.359274 nor more than 0.439113 shares of Rohm and Haas stock, depending on the
exchange ratio. The exchange ratio will be determined based on the average
closing price for Rohm and Haas stock for the twenty trading days ending on the
second trading day prior to the merger. The one-step merger would be conditioned
upon approval by Morton and Rohm and Haas shareholders and is expected to be
completed near the end of June 1999.
"Receiving clearance from the FTC is a major milestone in Rohm and Haas's
acquisition of Morton," said J. Lawrence Wilson, chairman and chief executive
officer of Rohm and Haas. "Now we can focus on closing the Morton acquisition
and planning for the combination of the two companies' operations. Integration
teams at both Morton and Rohm and Haas are now in place and ready to proceed.
Much work remains to be done, and we are eager to get on with it."
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.
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. McGinis (215) 592-2409
Investors: Eric W. Norris (215) 592-2664
