<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3/FINAL AMENDMENT
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D
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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)
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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
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This Amendment No. 3 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
As provided in the Merger Agreement, following completion of the
Offer, the number of directors constituting the Company's Board of Directors was
increased from nine to eleven and six members of the Company's Board of
Directors resigned and were replaced by eight designees of the Parent: William
C. Andrews, Bradley J. Bell, Pierre Brondeau, J. Michael Fitzpatrick, Rajiv L.
Gupta, Richard C. Shipley, Charles M. Tatum and Robert P. Vogel. Three of the
Company's directors, being Carl N. Graf, Irwin Lieber and Arthur M. Winston,
remained on the Board of Directors pending completion of the Merger. Pursuant to
the Merger Agreement, the Purchaser's Board of Directors became the Company's
Board of Directors at the Effective Time.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
At 12:00 midnight, New York City time, on January 22, 1999 the Offer
expired. Based on preliminary information provided by the Depositary,
approximately 12,029,687 Shares (or approximately 95.9% of the Shares
outstanding) were validly tendered and not withdrawn pursuant to the Offer,
including Shares tendered pursuant to notices of guaranteed delivery. The
Purchaser has accepted for payment all such Shares at the purchase price of
$34.00 per Share, net to the seller in cash.
On January 26, 1999, pursuant to the Agreement and Plan of Merger,
dated as of December 20, 1998, by and among the Parent, Purchaser and the
Company, Parent effected a merger of Purchaser with and into the Company in
accordance with the relevant provisions of the New York Business Corporation Law
(the "Merger"). Upon the consummation of the Merger, each outstanding Share
(other than Shares held in the treasury of the Company, Shares owned by the
Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or
of the Company and Shares as to which dissenters' rights are perfected) has been
converted into the right to receive $34.00 in cash.
ITEM 10. ADDITIONAL INFORMATION.
On January 23, 1999, Parent issued a press release announcing the
expiration of the Offer. The full text of the press release is attached hereto
as Exhibit (a)(12) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Press Release dated January 23, 1999.
-2-
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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 26, 1999
LIGHTNING ACQUISITION CORP.
By: /s/ Bradley J. Bell
__________________________________________
Name: Bradley J. Bell
Title: Vice President
ROHM AND HAAS COMPANY
By: /s/ J. Lawrence Wilson
__________________________________________
Name: J. Lawrence Wilson
Title: Chief Executive Officer
-3-
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INDEX TO EXHIBITS
EXHIBIT
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(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.*
(a)(12) Press Release dated January 23, 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.
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EXHIBIT (a)(12)
[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)
