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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. 3 - FINAL AMENDMENT)
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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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CUSIP NO. 52078614 14D-1 PAGE 2 OF 7
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1. NAMES OF REPORTING PERSONS
I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lipstick Acquisition Corp. (E.I.N. 62-1778549)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,926,069
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN
SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
93.52%
10. TYPE OF REPORTING PERSON CO
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CUSIP NO. 52078614 14D-1 PAGE 3 OF 7
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1. NAMES OF REPORTING PERSONS
I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Eastman Chemical Company (E.I.N. 62-1539359)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,926,069
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
93.52%
10. TYPE OF REPORTING PERSON CO
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This Amendment No. 3 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule 14D-1 filed on May 4, 1999, as amended by
Amendment No. 1 filed on May 20, 1999 and Amendment No. 2 filed on June 1, 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.
Pursuant to Instruction D of the "Special Instructions for Complying
With Schedule 14D-1," this Amendment constitutes the final amendment to the
Schedule 14D- 1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding the following
thereto:
The Offer expired at 12:00 Midnight, New York City time, on Tuesday,
June 1, 1999. Based on information provided by the Depositary, approximately
30,926,069 Shares or 93.52% of the outstanding Shares were validly tendered and
not withdrawn pursuant to the Offer (including 2,160,012 Shares tendered by
means of guaranteed delivery). The Purchaser has accepted for payment and has
notified the Depositary to promptly pay for the tendered and accepted Shares, in
accordance with the terms of the Offer. On June 2, 1999, Parent issued a press
release to such effect. The full text of the press release is filed herewith as
Exhibit (a)(11) 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)(11) Text of press release, dated June 2, 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: June 2, 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.
(11) Text of Press Release, dated June 2, 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.
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(4) Employment Agreement, dated as of April 27, 1999 between Parent, the
Company and John P. O'Mahoney.
(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) (11)
For Release After 7:00 a.m., EDT
Wednesday, June 2, 1999
EASTMAN CHEMICAL COMPANY
Rod Irvin, APR
Director, Corporate Communication
Phone: (423) 229-4008
E-mail: [email protected]
EASTMAN SUCCESSFULLY COMPLETES
TENDER OFFER FOR LAWTER INTERNATIONAL, INC.
KINGSPORT, Tenn., June 2, 1999--Eastman Chemical Company (NYSE:EMN) announced
today that it has successfully completed it cash tender offer to purchase
outstanding shares of common stock of Lawter International, Inc. (NYSE:LAW) at a
price of $12.25 per share. The offer expired, as scheduled, at 12:00 midnight,
New York City time, on Tuesday, June 1, 1999.
As of the expiration of the offer, based on a preliminary count from the
depositary for the offer, approximately 30,926,069 shares of Lawter common stock
were tendered pursuant to the tender offer (including 2,160,012 shares subject
to guarantees of delivery). All such shares have been accepted for payment.
After giving effect to the purchase of the shares tendered, Eastman will
beneficially own approximately 93.52% of the outstanding Lawter shares.
Eastman and Lawter now expect to complete a merger pursuant to which Lawter will
become a wholly-owned subsidiary of Eastman and all remaining Lawter
stockholders (other than Eastman and its subsidiaries) will have the right to
receive the same $12.25 per share in cash payable pursuant to the tender offer.
Earnest W. Deavenport, Jr., Eastman's Chairman and CEO, said, "We are excited
about the combination of Eastman and Lawter. With the successful completion of
our tender offer, we can now move forward quickly to realize the substantial
benefits that this combination will bring to our shareholders, customers and
employees."
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.
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Additional information is available at http://www.eastman.com.
