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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. 9
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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. 9 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 12, 1999, Parent issued a press release announcing that it has
reached an agreement with the staff of the FTC regarding the Merger. Pursuant to
the agreement, which must be approved by the FTC commissioners, the Company will
sell its worldwide floor care polymers business to a third party. The full text
of the press release is set forth in exhibit (a)(15) and is incorporated herein
by reference.
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. 9 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. 9 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. 9 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)(15) Press Release dated April 12, 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 13, 1999
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INDEX TO EXHIBITS
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EXHIBIT PAGE
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(a)(15) Press Release dated April 12, 1999.
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EXHIBIT (A)(15)
ROHM AND HAAS REACHES AGREEMENT
WITH STAFF OF THE FTC
PHILADELPHIA (APRIL 12, 1999) -- Rohm and Haas Company (NYSE: ROH) said today
that it has reached agreement with the staff of the Federal Trade Commission to
settle the FTC's concerns about the company's pending acquisition of Morton
International Inc. (NYSE: MII).
Under terms of the agreement, which must still be approved by FTC commissioners,
Morton will sell its worldwide floor care polymers business to a third party for
an undisclosed price. Annual sales of the floor care polymers business are
estimated at less than $20 million.
Rohm and Haas's cash tender offer for shares of Morton is currently scheduled to
expire at midnight, New York City time, on April 16, 1999, but will be extended
if necessary to accommodate completion of the FTC review. Rohm and Haas is also
awaiting European Union regulatory review, which is scheduled to be completed by
April 19, 1999. Following the close of the tender offer, Rohm and Haas will
commence a second-step merger to complete the Morton acquisition.
Rohm and Haas is confident that its acquisition of Morton will be completed
before the end of June 1999, as initially planned, creating a global specialty
chemical company with $6.6 billion in annual sales.
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,
or about 67 percent of the total outstanding, 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. The agreement between Morton and Rohm and Haas also calls
for Rohm and Haas to acquire the remaining Morton shares in a second-step merger
in which the remaining Morton shares will be exchanged for Rohm and Haas shares
valued at $37.125, subject to a collar, or, if fewer than 80,916,766 shares are
purchased in the tender offer, for a combination of cash and Rohm and Haas
stock.
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.
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CONTACTS
Media: John P. McGinis (215) 592-2409
Investors: Eric W. Norris (215) 592-2664
