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UNITED STATES
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. 3)
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MOORCO INTERNATIONAL INC.
(NAME OF SUBJECT COMPANY)
MII ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
FMC CORPORATION
(BIDDER)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
61559L10
(CUSIP NUMBER OF CLASS OF SECURITIES)
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ROBERT L. DAY, ESQ.
FMC CORPORATION
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
TELEPHONE: (312) 861-6000
(NAMES AND ADDRESSES AND TELEPHONE NUMBERS OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPY TO:
GLEN E. HESS, P.C.
KIRKLAND & ELLIS
CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4675
TELEPHONE: (212) 446-4800
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MII Acquisition Corp., a Delaware corporation ("Purchaser") and FMC
Corporation, a Delaware corporation ("FMC"), hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1, filed with the Securities and
Exchange Commission on May 5, 1995, with respect to Purchaser's offer to
purchase all of the outstanding shares of Common Stock, par value $0.01 per
share (the "Shares"), of Moorco International Inc., a Delaware corporation (the
"Company"), not presently owned by Parent, including the associated Preferred
Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement,
dated as of November 8, 1994, between the Company and The Bank of New York, a
New York banking corporation, as Rights Agent, at a purchase price of $20.00
per Share and associated Right, net to the seller in cash.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in paragraph (e) of Item 10 of the Schedule 14D-1
is hereby amended and supplemented by adding thereto the following:
On May 11, 1995, the 214th District Court in Nueces County, Texas entered
an order staying the lawsuit that the Company had commenced against FMC
Corporation (See Exhibit No. 11(g)(2) filed with Amendment No. 2 to the
Schedule 14D-1) pending disposition of the case that FMC had previously
filed against the Company in Delaware Chancery Court. The court reserved
the right to reconsider the stay under certain circumstances. The Delaware
Chancery Court case brought by FMC challenges, among other things, the
Company's refusal to negotiate with FMC promptly and actively in good faith
and the Company's threat to exclude FMC from any auction or other process
that may be instituted by it. (See Exhibit No. 11(g)(1) filed with
Amendment No. 1 to the Schedule 14D-1).
In addition, on May 8, 1995, FMC filed a separate action against the
Company in the United States District Court for the District of Delaware,
which seeks a declaration that the Schedule 14D-1 filed by FMC satisfies
the disclosure requirements of the federal securities laws.
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SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT
THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.
FMC Corporation
/s/ Robert L. Day, Esq.
By: _________________________________
Robert L. Day, Esq.
Secretary
MII Acquisition Corp.
/s/ Charlotte Mitchell Smith,
Esq.
By: _________________________________
Charlotte Mitchell Smith, Esq.
Secretary
Dated: May 12, 1995
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