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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 20, 1998
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(Date of earliest event reported)
LeaRonal, Inc.
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(Exact name of registrant as specified in its charter)
New York 0-3183 11-1717548
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Identification No.)
Number)
272 Buffalo Avenue, Freeport, New York 11520
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(516) 868-8800
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Item 1. Changes in Control of Registrant.
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(b) On December 20, 1998, LeaRonal, Inc. (the "Company") entered into
an Agreement and Plan of Merger (the "Merger Agreement") with Rohm and Haas
Company ("Parent") and Lightning Acquisition Corp., a wholly owned subsidiary of
Parent ("Purchaser"). Pursuant to the Merger Agreement, on December 23, 1998
Purchaser commenced a tender offer to purchase all of the issued and outstanding
shares of common stock, par value $1.00 per share, of the Company (the "Shares")
at a purchase price of $34.00 per Share in cash (the "Offer"). The Offer is
scheduled to expire at 12:00 midnight, New York City time, on Friday, January
22, 1999, unless the Offer is extended. Following the successful completion of
the Offer, Purchaser will merge with and into the Company (the "Merger") and the
Company will become a wholly owned subsidiary of Parent. Each Share not
purchased in the Offer or otherwise owned by Parent will be converted in the
Merger into the right to receive $34.00 in cash.
Also on December 20, 1998, Parent, Purchaser and the Company entered
into a Tender and Option Agreement (the "Tender and Option Agreement") with
certain stockholders of the Company together owning approximately 29% of the
outstanding Shares, pursuant to which such stockholders have agreed to tender
their Shares into the Offer and have granted Parent an irrevocable option to
purchase such Shares upon the terms and subject to the conditions set forth
therein.
The Offer is conditioned upon, among other things, (i) there being
validly tendered and not withdrawn prior to expiration of the Offer a number of
Shares representing not less than two-thirds of the fully diluted Shares and
(ii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, having expired or been terminated. The Offer and the
Merger are also subject to the satisfaction or waiver of various other
conditions as more fully described in the Merger Agreement.
Copies of the Merger Agreement, the Tender and Option Agreement and
the related joint press release are attached as exhibits hereto and are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
2.1 Agreement and Plan of Merger, dated December 20, 1998, among
Parent, Purchaser and the Company. (Incorporated by reference to
Exhibit 3 to the Company's Solicitation/Recommendation Statement
on Schedule 14D-9 filed on December 23, 1998 (the "Schedule
14D-9").)
10.1 Tender and Option Agreement, dated December 20, 1998, among
Parent, Purchaser, the Company and certain stockholders of the
Company. (Incorporated by reference to Exhibit 4 to the Schedule
14D-9.)
99.1 Joint Press Release, dated December 21, 1998. (Incorporated by
reference to Exhibit 7 to the Schedule 14D-9.)
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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 there unto duly authorized.
LEARONAL, INC.
(Registrant)
By: /s/ Ronald F. Ostrow
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Name: Ronald F. Ostrow
Title: President and Chief Executive Officer
Date: December 23, 1998
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EXHIBIT INDEX
Exhibit
Number Exhibit
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2.1 Agreement and Plan of Merger, dated December 20, 1998, among Parent,
Purchaser and the Company. (Incorporated by reference to Exhibit 3 to
the Company's Solicitation/Recommendation Statement on Schedule 14D-9
filed on December 23, 1998 (the "Schedule 14D-9").)
10.1 Tender and Option Agreement, dated December 20, 1998, among Parent,
Purchaser, the Company and certain stockholders of the Company.
(Incorporated by reference to Exhibit 4 to the Schedule 14D-9.)
99.1 Joint Press Release, dated December 21, 1998. (Incorporated by
reference to Exhibit 7 to the Schedule 14D-9.)
