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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. 5)
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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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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 (the "Offer") 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 (the "Offer").
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in paragraphs (b) and (c) of Item 10 of the
Schedule 14D-1 is hereby amended and supplemented as follows:
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, applicable to the Offer expired on May 23, 1995.
Neither the Federal Trade Commission nor the Antitrust Division of the
Department of Justice requested additional information from FMC.
The information set forth in paragraph (f) of Item 10 of the Schedule 14D-1
is hereby amended and supplemented as follows:
The Purchaser and FMC have extended the Offer to Purchase and Withdrawal
Rights until 11:59 p.m., New York City time, on Friday, June 23, 1995. A
press release issued by FMC on June 2, 1995 relating to the extension of
the Offer to Purchase is filed as Exhibit 11(a)(10) to the Schedule 14D-1
and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. 11(a)(1), the Offer to Purchase, dated May 5, 1995, is hereby
amended by adding the following sentence to the end of the first paragraph of
Section 2 on page 6 thereof:
FMC will not accept shares for payment until the conditions to the Offer
to Purchase set forth in the Introduction and in Section 14, other than the
receipt of any required regulatory or governmental approvals, have been
either satisfied or waived.
Item 11 is hereby amended by adding thereto the following exhibit:
11(a)(10) Press Release issued by FMC on June 2, 1995.
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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 2, 1995
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11(a)(10) Press Release issued by FMC on June 2, 1995.
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EXHIBIT 11(A)(10)
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FMC EXTENDS CASH TENDER OFFER FOR MOORCO INTERNATIONAL
CHICAGO, June 2, 1995--FMC Corporation today announced that it has extended
the expiration date of its tender offer of May 5, 1995 for all of approximately
11.1 million outstanding shares of Moorco International Inc. at $20 per share
in cash. The offer is now scheduled to expire at 11:59 p.m., New York City
time, on Friday, June 23, 1995, unless further extended.
FMC stated that as of the close of business on Thursday, June 1, 1995,
approximately 48,789 shares of Moorco stock had been tendered pursuant to the
offer and not withdrawn. FMC owns 100 shares of Moorco stock.
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 20,000 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.
