<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
AMENDMENT NO. 2
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant To Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
_____________________
LEARONAL, INC.
(Name of Subject Company)
LIGHTNING ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
ROHM AND HAAS COMPANY
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
522016104
(CUSIP Number of Class of Securities)
__________________
ROBERT P. VOGEL
ROHM AND HAAS COMPANY
100 INDEPENDENCE MALL WEST
PHILADELPHIA, PENNSYLVANIA 19106
(215) 592-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
with a copy to:
WILLIAM G. LAWLOR
DECHERT PRICE & RHOADS
4000 BELL ATLANTIC TOWER
1717 ARCH STREET
PHILADELPHIA, PENNSYLVANIA 19103
(215) 994-4000
__________________
<PAGE>
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed December 23, 1998 and the Schedule 13D filed December 23,
1998 (together, as amended and supplemented, the "Schedule 14D-1") relating to
the offer by Lightning Acquisition Corp., a New York corporation (the
"Purchaser") and a wholly owned subsidiary of Rohm and Haas Company, a Delaware
corporation ("Parent"), to purchase all of the outstanding shares of Common
Stock, par value $1.00 per share (the "Shares"), of LeaRonal, Inc., a New York
corporation (the "Company"), at $34.00 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated December 23, 1998 (the "Offer to Purchase") and in the
related Letter of Transmittal (which, together with the Offer to Purchase,
constitute the "Offer"). Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the meanings assigned thereto in the Offer to
Purchase.
The Schedule 14D-1 is hereby amended and supplemented as follows:
ITEM 10. ADDITIONAL INFORMATION.
On January 14, 1999, Parent issued a press release announcing that the
German Federal Cartel Office has completed its review under German antitrust
laws and has cleared Parent's pending acquisition of the Company. The full text
of the press release is attached hereto as Exhibit (a)(11) and is incorporated
herein by reference.
On January 14, 1999, the Company issued the following press release which
hereby amends and supplements Section 8 of the Offer to Purchase ("Certain
Information Concerning the Company"):
"FREEPORT, N.Y.--(BUSINESS WIRE)--Jan. 14, 1999--LeaRonal, Inc., (NYSE:LRI)
today reported that net income for its third quarter ended November 30, 1998 was
$5,206,000 or $.41 per share on sales of $57,681,000 compared to net income of
$5,875,000 or $.45 per share on sales of $62,155,000 for the corresponding
quarter of the prior fiscal year.
Process sales, which are sales of proprietary chemical specialties, electronic
and imaging chemicals and do not include the price of precious metals, were
$33,076,000 for the three months ended November 30, 1998, a decrease of 6% from
$35,046,000 in the November 1997 quarter. Process sales for the nine month
period ended November 30, 1998 were $99,589,000 compared with $99,575,000 for
the prior year period.
The Company reported net income for the nine months ended November 30, 1998 was
$14,173,000 or $1.10 per share on net sales of $171,907,000 compared to net
income of $14,831,000 or $1.14 per share on net sales of $183,289,000 for the
corresponding period ended November 30, 1997.
Ronald Ostrow, President and Chief Executive Officer said, `Demand for the
Company's specialty chemicals declined slightly in the 1998 period due to the
general reduction in demand for electronic components on a worldwide basis.
Approximately 75% of the Company's process sales are to customers for electronic
applications. We view this recent period as a temporary pause in the long term
growth of our Company. We are confident that our pending combination with the
Shipley Company of Rohm and Haas will provide additional opportunities for the
growth of our business.'
At November 30, 1998, the Company had working capital in excess of $81 million,
including over $40 million in cash and short term investments.
Certain portions of this press release which do not relate to historical
financial information may be deemed to constitute forward looking statements
that are subject to various factors which could cause actual results to differ
materially from the Company's expectations.
<PAGE>
LeaRonal, Inc. develops and markets a wide variety of specialty chemicals
utilized in the electronics and metal finishing industries. On December 20,
1998, the Company entered into an Agreement and Plan of Merger with Rohm and
Haas pursuant to which a Rohm and Haas subsidiary has commenced a tender offer
to purchase all of the Company's issued and outstanding shares for $34.00 per
share in cash.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
NOVEMBER 30,
1998 1997
<S> <C> <C>
Net Sales $57,681,000 $62,155,000
Income Before Income Taxes 7,458,000 8,629,000
Income Taxes 2,252,000 2,754,000
Net Income 5,206,000 5,875,000
Earnings per common share $.42 $.46
Earnings per common share assuming dilution $.41 $.45
Weighted average shares for basic earnings per share 12,536,200 12,754,225
Adjusted weighted average shares for diluted
earnings per share 12,745,610 13,099,079
FOR THE NINE MONTHS ENDED
NOVEMBER 30,
1998 1997
<S> <C> <C>
Net Sales $171,907,000 $183,289,000
Income Before Income Taxes 19,796,000 21,414,000
Income Taxes 5,623,000 6,583,000
Net Income 14,173,000 14,831,000
Earnings per common share $1.13 $1.16
Earnings per common share assuming dilution $1.10 $1.14
Weighted average shares for basic earnings
per share 12,584,299 12,810,495
Adjusted weighted average shares for diluted
earnings per share 12,875,209 13,054,032
</TABLE>
For further information and/or confirmation of details, contact LeaRonal, Inc.,
David Rosenthal, Vice President - Finance, at 516/868-8800." [end of press
release]
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(11) Press Release of Parent dated January 14, 1999.
<PAGE>
SIGNATURES
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 15, 1999
LIGHTNING ACQUISITION CORP.
BY: /s/ Bradley J. Bell
------------------------------------------
Name: Bradley J. Bell
Title: President
ROHM AND HAAS COMPANY
BY: /s/ J. Michael Fitzpatrick
-----------------------------------------
Name: J. Michael Fitzpatrick
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
- -------
(a)(1) Offer to Purchase, dated December 23, 1998.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Press Release dated December 21, 1998.*
(a)(8) Press Release dated December 23, 1998.*
(a)(9) Summary Advertisement.*
(a)(10) Press Release dated January 11, 1999.*
(a)(11) Press Release dated January 14, 1999.
(b) None.
(c)(1) Agreement and Plan of Merger, dated as of December 20, 1998, by and
among Parent, Purchaser and the Company.*
(c)(2) Confidentiality Agreement, dated as of October 21, 1998, by and between
Parent and the Company.*
(c)(3) Tender and Option Agreement, dated as of December 20, 1998, by and
among Parent, Purchaser and certain stockholders of the Company.*
(c)(4) Form of Employment Agreement, dated as of December 20, 1998.*
(d) None.
(e) Not applicable.
(f) None.
* Previously filed.
<PAGE>
Exhibit (a)(11)
Press Release dated January 14, 1999.
<PAGE>
- --------------------------------------------------------------------------------
NEWS ROHM AND HAAS COMPANY
RELEASE 100 Independence Mall West Telephone (215)592-3000
Philadelphia, Pennsylvania 19105-2390
- --------------------------------------------------------------------------------
JOHN P. MCGINNIS
PRESS CONTACT: 215-592-2409 FOR RELEASE: Immediately
[email protected]
- --------------------------------------------------------------------------------
ROHM AND HAAS ACQUISITION OF LEARONAL CLEARED
BY GERMAN AUTHORITIES
Philadelphia, PA, January 14, 1999 - Rohm and Haas Company (NYSE: ROH) said
today that the German Federal Cartel Office has completed its review under
German antitrust laws and has cleared the company's pending acquisition of
LeaRonal, Inc. (NYSE: LRI).
This acquisition cleared the statutory waiting period under the U.S. Hart-Scott-
Rodino Antitrust Improvements Act last week.
Under the terms of a previously announced merger agreement, Rohm and Haas has
made a cash tender offer to buy all of the outstanding shares of LeaRonal at a
price of $34 per share. This offer will expire at midnight, Eastern Standard
Time on Friday, January 22, 1999, unless extended. The offer is contingent upon
the tendering of at least two-thirds of LeaRonal diluted outstanding stock to a
Rohm and Haas subsidiary. The value of the transaction is approximately $460
million.
The company said the acquisition of LeaRonal will enhance Rohm and Haas's
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.
LeaRonal, which reported $242 million in fiscal 1998 sales, develops and markets
precious and non-precious metal-based processes used by the electronics and
metal-finishing industries to make for semiconductor packaging, printed circuit
boards, electronic connectors and to plate a wide range of materials, ranging
from steel to eyeglass frames and jewelry.
# # #
Rohm and Haas is a Fortune 400 specialty chemical company with nearly $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 items, and water purification
systems. LeaRonal is a leader in the development and marketing of specialty
chemical additives used by the worldwide electronics and metal finishing
industries.
