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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. 8--FINAL AMENDMENT)
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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)
61559L100
(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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This Amendment No. 8 (the "Final Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1 filed on May 5, 1995 (as heretofore
amended, the "Schedule 14D-1") relating to the offer by MII Acquisition Corp.,
a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of FMC
Corporation, a Delaware corporation ("FMC"), to purchase all of the outstanding
shares of Common Stock, $.01 par value per share (the "Shares"), of Moorco
International Inc., a Delaware corporation (the "Company"), and the associated
Preferred Stock Purchase Rights (the "Rights" and, unless the context otherwise
requires, deemed to be included in all references to the "Shares") 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 (the "Rights Agreement"), at an increased purchase price of $28.00 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 5, 1995
(the "Offer to Purchase"), as amended and supplemented by the Supplement
thereto dated June 13, 1995 (the "Supplement") and in the related Letters of
Transmittal (which, together with the Offer to Purchase and Supplement thereto,
collectively constitute the "Offer"). Unless otherwise indicated herein, each
capitalized term used but not defined herein shall have the meaning assigned to
such term in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The information set forth in Items 6(a) and (b) is hereby amended and
supplemented by adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, on June 26,
1995. According to a preliminary count by The Chase Manhattan Bank, N.A.,
Depositary for the Offer, there were validly tendered and not withdrawn
11,146,705 Shares (including 565,350 Shares tendered by means of guaranteed
delivery) as of the expiration of the Offer, which, together with the 100
Shares FMC currently owns, represents approximately 99 percent of the
Shares currently outstanding. The Purchaser accepted for payment all such
Shares validly tendered according to the terms of the Offer.
Immediately prior to the expiration of the Offer, the Company redeemed
the Rights. As provided by the Merger Agreement, the amounts paid in
redemption of all Rights attached to the Shares acquired pursuant to the
Offer will be received and retained by the Purchaser.
Pursuant to the Merger Agreement, the Purchaser intends to merge with and
into the Company pursuant to the short-form merger provisions of the
Delaware Law. In connection with the Merger, Shares (other than Shares held
by FMC, the Purchaser or any other subsidiary of FMC or held in the
treasury of the Company, all of which shall be cancelled, and Shares held
by former stockholders of the Company who properly exercise the appraisal
rights available to them under Section 262 of the Delaware Law) shall be
converted into rights to receive $28.00 per Share in cash, without
interest.
The information set forth in the press release issued by FMC on June 27, 1995
and filed as Exhibit (a)(19) to this Final Amendment is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding thereto the following exhibit:
11(a)(19) Press Release issued by FMC on June 27, 1995.
VIII-1
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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: June 27, 1995
VIII-2
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11(a)(19) Press Release issued by FMC on June 27, 1995.
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EXHIBIT 11(a)(19)
Immediate Cheryl Francis
(312) 861-6674
FMC COMPLETES TENDER OFFER FOR MOORCO INTERNATIONAL
CHICAGO, June 27, 1995 -- FMC Corporation today announced that it has completed
its cash tender offer for all the outstanding shares of common stock of Moorco
International Inc. at $28 per share. The offer expired, as scheduled, at 12:00
midnight New York City time on Monday, June 26, 1995. Based on a preliminary
count by The Chase Manhattan Bank, N.A., the depositary for the tender offer,
11,146,705 shares were tendered and accepted for payment. This includes
approximately 565,350 shares tendered pursuant to guarantees of delivery that
had not yet been delivered. These tendered shares, together with the 100 shares
of Moorco stock that FMC currently owns, represent approximately 99 percent of
the outstanding shares of Moorco common stock.
As provided in the merger agreement between FMC and Moorco, Moorco redeemed
its outstanding Preferred Stock Purchase Rights associated with Moorco common
stock immediately before the expiration of the tender offer.
The tender offer will be followed by a merger of FMC's acquisition subsidiary
into Moorco, in which each Moorco share not acquired in the offer will be
converted into the right to receive $28 in cash.
FMC Chairman and Chief Executive Officer Robert N. Burt said: "With the
successful completion of the tender offer, we can take the first steps in
realizing the potential of our combined businesses. The fit that we anticipated
when we first made our proposal for Moorco was confirmed in our process of
negotiation and due diligence. Further analysis also showed that the FMC/Moorco
combination has substantial additional value based on increased sales potential,
operating improvements and cost savings."
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Page 2/FMC COMPLETES MOORCO TENDER OFFER
FMC Corporation is one of the world's leading producers of chemicals and
machinery for industry, government and agriculture. The Chicago-based company
reported annual sales of $4 billion in 1994, with international sales to more
than 100 countries accounting for 49 percent of total annual revenues. FMC
employs 21,000 people at 97 manufacturing facilities and mines in 21 countries.
The company divides its businesses into five major segments: Performance
Chemicals, Industrial Chemicals, Machinery and Equipment, Defense Systems, and
Precious Metals.
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