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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. 5
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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. 5 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 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:
On March 3, 1999, Parent issued a press release announcing that it has
extended the period during which the Offer will remain open to 12:00 midnight,
New York City time, on Thursday, March 18, 1999, unless the Offer is further
extended. The full text of the press release is set forth in exhibit (a)(12) and
is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(b), (c) and (d) of the Schedule 14D-1 is hereby amended and
supplemented as follows:
On March 2, 1999 Rohm and Haas filed with the Commission of the European
Community (the "European Commission") a notification of the proposed acquisition
of Morton in the form prescribed by Council Regulation No. 4064/89 for reporting
concentrations with a Community dimension. The initial one month period for the
European Commission to review the proposed acquisition will expire on April 8,
1999. In addition, where the parties offer commitments to the European
Commission during the initial one-month period in order to alleviate any serious
deoubts as to its compatibility with the common market, the initial one-month
period can be extended for an additional two weeks. At the conclusion of the
initial period, European Commission will either declare the proposed acquisition
compatible with the common market (in which case the transaction may proceed) or
initiate formal proceedings to investigate the transaction which proceedings
must be concluded within four months.
Even though the initial one-month review period will not expire until April
8, 1999, Council Regulation No. 4064/89 permits the purchase of shares pursuant
to a public tender provided that the purchaser does not exercise the voting
rights attached to the shares acquired or otherwise exercise control of the
target company until the transaction has cleared EC merger review. Clearance of
the transaction by the European Commission is a condition to Rohm and Haas's
obligation to purchase tendered shares under the Offer. However, Rohm and Haas,
in its sole discretion, may waive this condition.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented as
follows:
(a)(12) Press Release dated March 3, 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/ GAIL P. GRANOFF
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NAME: Gail P. Granoff
TITLE: Secretary and Assistant
Treasurer
ROHM AND HAAS COMPANY
BY: /s/ BRADLEY J. BELL
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NAME: Bradley J. Bell
TITLE: Chief Financial Officer and
Vice President
Dated: March 4, 1999
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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(a)(12) Press Release dated March 3, 1999.
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ROHM AND HAAS CONFIRMS TENDER OFFER EXTENSION
PHILADELPHIA (March 3, 1999) - Rohm and Haas Company (NYSE:ROH) said that, as
previously announced, it has extended the period during which its tender offer
for shares of Morton International, Inc. common stock will remain open to 12:00
midnight, New York City time, on Thursday, March 18, 1999. The extension of the
tender offer follows today's withdrawal and refiling of Rohm and Haas's
notification for the pending Morton acquisition under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
Rohm and Haas announced on March 1, 1999, that it would withdraw and re-file
its Hart-Scott-Rodino notification in order to give the Federal Trade
Commission additional time to review the transaction. The Hart-Scott-Rodino
statute typically affords the U.S. antitrust enforcement agencies 30 calendar
days to review an acquisition. However, when the first step of transaction is a
cash tender offer, the review period is shortened to 15 calendar days.
Withdrawing and then re-filing the application gives the FTC a more customary
review period.
At the close of business on March 2, 1999, approximately 7,457,071 shares of
Morton common stock, representing about 9.2% of the total outstanding, had been
validly tendered in connection with the offer.
Wasserstein, Perella is acting as the dealer-manager of the transaction, and
D.F. King & Company, Inc. is acting as the information agent for the tender
offer.
Rohm and Haas is a speciality 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 speciality chemicals and salt
products, had sales of $2.5 billion for its fiscal year ended June 30, 1998.
Rohm and Haas contacts:
Media: John P. McGinnis
(215) 592-2409
Investors: Eric W. Norris
(215) 592-2664
D.F. King & Company, Inc.
(800) 431-9633
(212) 269-5550
