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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: January 22, 1999
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(Date of earliest event reported)
LeaRonal, Inc.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
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)
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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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(a) On January 23, 1999, Rohm and Haas Company, a Delaware corporation
("Parent"), announced that Lightning Acquisition Corp., a New York corporation
and a wholly owned subsidiary of Parent ("Purchaser"), had completed, on January
22, 1999, its previously announced tender offer (the "Offer") for all of the
issued and outstanding shares of common stock, par value $1.00 per share (the
"Shares"), of LeaRonal, Inc., a New York corporation (the "Company"), at a
purchase price of $34.00 per Share in cash. The Offer was made pursuant to an
Agreement and Plan of Merger, dated as of December 20, 1998, by and among
Parent, Purchaser and the Company (the "Merger Agreement"). According to Parent
and based on a preliminary count, as of the expiration of the Offer at 12:00
midnight on January 22, 1999, 12,029,687 Shares, representing approximately 95.9
percent of the outstanding Shares (the "Purchased Shares"), had been tendered
and accepted for payment by Purchaser.
On January 26, 1999, pursuant to the Merger Agreement, Purchaser
merged with and into the Company with the Company surviving as a wholly owned
subsidiary of Parent (the "Merger"). The approval of the holders of the Shares
was not required to effect the Merger pursuant to the applicable provisions of
the New York Business Corporation Law. The Shares issued and outstanding
immediately prior to the effective time of the Merger and not otherwise acquired
pursuant to the Offer were converted, subject to any appraisal rights, into the
right to receive $34.00 in cash per Share, without interest thereon.
Pursuant to Section 1.4 of the Merger Agreement, following the
purchase of the Shares by Purchaser pursuant to the Offer, on January 23, 1999,
Purchaser designated the following eight individuals for election as directors
of the Company: William C. Andrews, Bradley J. Bell, Rajiv L. Gupta, Stephen J.
Robinson, Pierre Brondeau, J. Michael Fitzpatrick, Richard C. Shipley and
Charles M. Tatum.
Additional information regarding the Offer and the Merger, including
descriptions thereof and of any arrangements or understandings with respect to
the election of directors and other matters, is included in the Company's
Solicitation/Recommendation Statement on Schedule 14D-9 which was filed with the
Securities and Exchange Commission on December 23, 1998 (the "Schedule 14D-9")
and provided to the Company's stockholders. The Schedule 14D-9 is hereby
incorporated herein by reference.
A copy of the press release of Parent announcing the consummation of
the Offer is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99.1 Press Release, dated January 23, 1999.
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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: February 2, 1999
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EXHIBIT INDEX
Exhibit
Number Exhibit
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99.1 Press Release, dated January 23, 1999.
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EXHIBIT 99.1
[LETTERHEAD OF ROHM & HAAS COMPANY APPEARS HERE]
ROHM AND HAAS COMPLETES TENDER OFFER FOR LEARONAL SHARES
Philadelphia, PA, January 23, 1999 -- Specialty chemical manufacturer Rohm and
Haas Company (NYSE:ROH) today announced that its wholly owned subsidiary,
Lightning Acquisition Corp., has completed its all-cash tender offer for the
outstanding common stock of LeaRonal, Inc. (NYSE:LRI) at a price of $34 per
share. LeaRonal is a leader in the development and marketing of specialty
chemical additives used by the electronics and metal finishing industries. The
tender offer expired, as scheduled, on Friday, January 22nd at midnight
(Eastern Standard Time). The total value of the transaction is approximately
$460 million.
In earlier announcements, Rohm and Haas has said the acquisition of LeaRonal
will increase its opportunities for growth in the printed circuit board segment
of the fast-growing electronic materials market. When the acquisition is
completed, LeaRonal will be combined with the printed wiring board operations of
Rohm and Haas's Shipley subsidiary. The resulting division of Shipley Company
will be called Shipley Ronal.
A preliminary count shows that approximately 12,029,687 shares of LeaRonal
common stock had been tendered and accepted for payment as of the termination of
the offer (including approximately 93,755 shares subject to guarantees of
delivery). These tendered shares represent approximately 95.9 percent of
LeaRonal's outstanding common stock. Rohm and Haas and LeaRonal will now
proceed with the merger. Under the agreement, Rohm and Haas will acquire each
of the remaining shares of LeaRonal for $34 in cash.
This merger is expected to be completed before the end of January.
# # #
Rohm and Haas is a Fortune 400 specialty chemical company with approximately
$4 billion in annual sales. The company's specialty products are found in many
items that improve the quality of life, including decorative and industrial
paints, semiconductors, shampoos and other personal care products, and water
purification systems. LeaRonal, which is based in Freeport, New York, reported
sales of approximately $240 million for its last fiscal year.
CONTACT: Rohm and Haas Company
- ------- Laura L. Hadden
(215) 592-3054 (work) or (610) 296-3783 (home)
[email protected] (e-mail)
