SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report (Date of earliest event reported) August 30, 1995
LAWTER INTERNATIONAL, INC.
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(Exact name of registrant as specified in this charter)
Delaware 1-7558 36-1370818
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
990 Skokie Boulevard, Northbrook, Illinois 60062
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(Exact name of registrant as specified in this charter)
708/498-4700
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changes since last report)
Page 1 of 8 pages
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Item 5. Other Events
On August 30, 1995, the Registrant announced that it had delivered a
letter to Kathryn Hach-Darrow, the Chairman of Hach Company ("Hach"), stating
that Lawter was prepared to acquire the business of Hach through a cash merger
in which each of the shares of Hach common stock not already owned by Lawter
would be exchanged for $21.00 per share in cash. There are approximately
11,370,000 shares of Hach common stock outstanding. Lawter currently owns
3,157,220 shares of Hach common stock, representing approximately 27.8% of the
shares outstanding. Lawter's proposal is subject to certain conditions,
including the negotiation and execution of a definitive agreement and the
receipt of a fairness opinion from Lawter's investment bankers. The proposed
merger would also require approval by the holders of at least 80% of the Hach
common stock. Mrs. Hach-Darrow currently owns approximately 40.8% of the Hach
common stock.
The foregoing description of Lawter's letter to Hach is qualified in
its entirety by reference to the letter, a copy of which is attached as an
exhibit to this report and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits. The exhibits to this report are listed in the Exhibit
Index included elsewhere herein.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated August 30, 1995
LAWTER INTERNATIONAL, INC.
By:/s/ Richard D. Nordman
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Richard D. Nordman
President
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LAWTER INTERNATIONAL, INC.
Exhibit Index
Sequential
Page
Number and Description of Exhibit* Number
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99.1 Letter dated August 29, 1995 from
Daniel J. Terra, Chairman of Lawter International,
Inc. to Kathryn Hach-Darrow, Chairman of
Hach Company. 5
99.2 Press release dated August 30, 1995. 8
*Exhibits not listed are inapplicable.
<PAGE> 5
Exhibit 99.1
LAWTER INTERNATIONAL, INC.
990 Skokie Boulevard, Northbrook, IL 60062 - FAX 708-498-0068
August 29, 1995
Mrs. Kathryn Hach-Darrow
Chairman
Hach Company
5600 Lindbergh Drive
Loveland, Colorado 80537
CONFIDENTIAL
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Dear Kathryn:
This letter will confirm that Lawter International, Inc. ("Lawter") is
prepared to acquire the business of Hach Company ("Hach") by means of a cash
merger in which each of the 8,206,598 shares of Hach common stock identified in
the 1995 Proxy Statement as representing all of the outstanding Hach common
stock other than the 3,157,220 shares owned by Lawter would receive the
consideration described in paragraph 1 under the conditions set forth below:
1. Lawter proposes to pay $21.00 per share for each share of Hach common
stock, $1.00 par value. Lawter assumes for the purpose hereof that the present
capitalization of Hach consists of 11,363,818 shares of common stock
outstanding.
2. As you know, Lawter has not had an opportunity to verify any audited
or unaudited financial statements of Hach nor has Lawter had an opportunity to
have a current evaluation by its investment bankers, thus the proposed purchase
price set forth above is subject to Lawter's verification of (i) audited
financial statements for the years ended April 30, 1993, 1994 and 1995, and
(ii) receipt of a fairness opinion from Lawter's investment banker satisfactory
to Lawter.
3. Lawter intends to continue operating Hach as an ongoing business.
4. Separate covenants not to compete for certain key employees will have
to be negotiated and agreed upon.
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5. Until this transaction is consummated, Hach will operate its business
as presently conducted, will not engage in any transactions not in the ordinary
course of business, and shall not declare or pay cash or stock dividends or
stock splits on, or issue any rights with respect to, its common stock other
than the regular quarterly cash dividends at the current rate.
6. The parties will negotiate the further terms and conditions to be
embodied in a Definitive Agreement. It is contemplated that in addition to the
foregoing, this agreement would contain customary conditions, representations
and warranties, and such other matters as the parties shall agree upon.
7. Each party shall pay its own expenses in connection with this
transaction.
8. During the 90-day period commencing on the date of acceptance of this
letter by Hach, Hach agrees that it will promptly inform Lawter of any proposals
by any third party for the acquisition of all or any part of the business of
Hach and that it will not enter into any such transaction in which all Hach
stockholders are not treated equally.
9. If a Definitive Agreement is not executed, all information provided by
Hach to Lawter will be held in confidence and not disclosed to any person. All
documents or summaries received thereby will be returned.
This letter is intended to reflect only the general terms of Lawter's
proposal, and, upon your signing, shall be deemed a Letter of Intent pursuant to
which all parties shall be bound to negotiate in good faith the terms of a
Definitive Agreement. It is acknowledged that additional negotiations of the
essential terms of a Definitive Agreement are contemplated. No action shall be
taken in reliance upon this letter other than those actions expressly authorized
herein.
If the foregoing proposal is acceptable, please indicate your acceptance
thereof by executing the enclosed copy of this letter in the space provided and
returning it to the undersigned. The proposal contained herein shall be deemed
to be withdrawn by Lawter if your acceptance is not received by the undersigned
prior to the close of business on September 13, 1995. If your acceptance is not
received by that date, Lawter reserves the right to evaluate other available
courses of action at that time, including communicating directly with Hach
stockholders.
Management of Lawter and its advisors would be happy to meet with the Hach
Board of Directors, as well as the trustees of the Hach ESOP and 401(k), to
discuss the proposed transaction, including the reasons for Lawter's belief that
the proposed transaction represents an excellent opportunity for Hach
stockholders.
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We look forward to a favorable response and to working with you and the
employees of your fine organization.
Very truly yours,
Daniel J. Terra
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Daniel J. Terra
Chairman
DJT vjp
Accepted:
HACH COMPANY
Date:
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Kathryn Hach-Darrow, Chairman
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Exhibit 99.2
LAWTER INTERNATIONAL, INC.
990 Skokie Boulevard, Northbrook, IL 60062 - FAX 708-498-0068
For further information, please contact:
Mr. Richard D. Nordman, President
NEWS RELEASE
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LAWTER INTERNATIONAL PROPOSES ACQUISITION OF HACH
Northbrook, Illinois - August 30, 1995 - Lawter International, Inc.
announced today that it had delivered a letter to Kathryn Hach-Darrow, Chairman
of Hach Company, stating that Lawter is prepared to acquire the business of Hach
through a cash merger in which each of the shares of Hach common stock not
already owned by Lawter would be exchanged for $21.00 per share in cash. There
is a total of approximately 11,370,000 shares of Hach common stock outstanding.
Lawter currently owns 3,157,220 shares of Hach common stock, representing
approximately 27.8% of the shares outstanding. Lawter's proposal is subject to
certain conditions, including the negotiation and execution of a definitive
agreement and the receipt of a fairness opinion from Lawter's investment
bankers.
Daniel J. Terra, Chairman and Chief Executive Officer of Lawter, stated "We
believe that this proposed transaction, which represents a substantial premium
over the current market price of Hach common stock, represents an excellent
opportunity for Hach stockholders and employees. We also think that the
proposed acquisition represents an excellent opportunity for Lawter to expand
into a new dynamic market on a direct basis. Lawter has had an equity
investment in Hach for over ten years and has consistently believed that the
water testing and analysis markets are excellent growth opportunities for the
future. Hach is a leader in its specialty field and has focused on niche areas
to serve its customers and has a strong commitment to research and development
as has Lawter. This would be a combination that would further strengthen two
well-positioned companies."
Hach, headquartered in Loveland, Colorado, is a specialty chemical company
and a major manufacturer and distributor of laboratory instruments, process
analyzers, test kits and chemical reagents used to analyze the chemical content
and other properties of water and other aqueous solutions.
Lawter, headquartered in Northbrook, Illinois, also a specialty chemical
company with 24 facilities in 15 countries, is a major manufacturer and marketer
of printing ink vehicles, specialty additives, synthetic resins, fluorescent
colors and thermographic products to the graphic arts, coatings, adhesives and
rubber compounding industries.
