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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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LAWTER INTERNATIONAL, INC.
(NAME OF SUBJECT COMPANY)
LIPSTICK ACQUISITION CORP.
EASTMAN CHEMICAL COMPANY
(BIDDERS)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
520786104
(CUSIP NUMBER OF CLASS OF SECURITIES)
HAROLD L. HENDERSON
100 NORTH EASTMAN ROAD
KINGSPORT, TENNESSEE 37662
TELEPHONE: (423) 229-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)
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WITH A COPY TO:
MICHAEL P. ROGAN, ESQ.
MARCIA R. NIRENSTEIN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005
TELEPHONE: (202) 371-7000
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This Amendment No. 1 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1 filed on May 4, 1999 (as amended, the
"Schedule 14D-1") by Eastman Chemical Company, a Delaware corporation
("Parent"), and its wholly owned subsidiary, Lipstick Acquisition Corp., a
Delaware corporation (the "Purchaser"), relating to the Purchaser's tender offer
for all outstanding shares of common stock, par value $1.00 per share, of Lawter
International, Inc., a Delaware corporation (the "Company"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated May 4, 1999
(the "Offer to Purchase"). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Schedule 14D-1 and
the Offer to Purchase. Except as amended and supplemented hereby, the Schedule
14D-1 remains in effect.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(b)--(c) is hereby amended and supplemented by adding the
following thereto:
The applicable waiting period under the HSR Act expired at 11:59 p.m.,
New York City time, on May 19, 1999. On May 20, 1999, Parent issued a press
release to such effect. The full text of the press release is filed herewith as
Exhibit (a)(10) and is incorporated by reference herein.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding the following
exhibit thereto:
(a)(10) Text of press release, dated May 20, 1999, issued by Parent.
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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.
Dated: May 20, 1999
LIPSTICK ACQUISITION CORP.
By: /s/ Allan R. Rothwell
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Name: Allan R. Rothwell
Title: President
EASTMAN CHEMICAL COMPANY
By: /s/ Allan R. Rothwell
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Name: Allan R. Rothwell
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
(a) (1) Offer to Purchase, dated May 4, 1999.
(2) Letter of Transmittal.
(3) Notice of Guaranteed Delivery.
(4) Letter from the Dealer Manager to Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees.
(5) Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(7) Summary Advertisement as published on May 4, 1999.
(8) Text of Press Release, dated April 28, 1999, issued by Parent
(incorporated by reference to Current Report on Form 8-K, filed by
Parent on May 3, 1999).
(9) Text of Press Release, dated May 4, 1999, issued by Parent.
(10) Text of Press Release, dated May 20, 1999, issued by Parent.*
(b) Not applicable.
(c) (1) Agreement and Plan of Merger, dated as of April 27, 1999 by and among
Parent, the Purchaser and the Company (incorporated by reference to
Current Report on Form 8-K, filed by Parent on May 3, 1999).
(2) Short Form Merger Option Agreement, dated as of April 27, 1999 by and
among Parent, the Purchaser and the Company (incorporated by reference
to Current Report on Form 8-K, filed by Parent on May 3, 1999).
(3) Confidentiality Agreement, dated as of October 30, 1998 by and among
Parent and the Company.
(4) Employment Agreement, dated as of April 27, 1999 between Parent, the
Company and John P. O'Mahoney.
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(5) Letter Agreement, dated April 27, 1999 between Parent and John P.
O'Mahoney, granting stock options.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Filed herewith.
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Exhibit (a) (10)
For Immediate Release
Thursday May 20, 1999
EASTMAN CHEMICAL COMPANY
Rod Irvin, APR
Director, Corporate Communication
Phone: (423) 229-4008
Email: [email protected]
HART-SCOTT-RODINO WAITING PERIOD EXPIRES
FOR EASTMAN'S CASH OFFER FOR
LAWTER INTERNATIONAL, INC.
KINGSPORT, TENN. - May 20, 1999 - Eastman Chemical Company (NYSE: EMN) today
announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act applicable to the pending cash tender offer by a wholly owned
subsidiary for all outstanding shares of common stock of Lawter International,
Inc. (NYSE: LAW) has expired. The tender offer remains subject to the other
conditions listed in the Offer to Purchase. The tender offer is scheduled to
expire at 12:00 midnight, New York City time, on Tuesday, June 1, 1999, unless
extended.
Headquartered in Pleasant Prairie, Wis., Lawter International, Inc. is a
worldwide leader in the development, production and marketing of specialty
products for the inks and coatings markets. Lawter, which employs approximately
600 people, reported sales of US$213 million in 1998.
Headquartered in Kingsport, Tenn., Eastman manufactures and markets plastics,
chemicals and fibers. The company employs 16,000 people in more than 30
countries and had 1998 sales of US$4.48 billion.
