<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
AMENDMENT NO. 1
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
__________________
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This Amendment No. 1 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 11, 1999, Parent issued a press release announcing that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
relating to the Offer had expired. In addition, Parent announced that it has
received preliminary indications from German antitrust authorities that they
will also grant clearance of the transaction before the scheduled January 22
Expiration Date of the Offer. The full text of the press release is attached
hereto as Exhibit (a)(10) and is incorporated herein by reference.
ITEM 11. Material to be Filed as Exhibits.
(a)(10) Press Release dated January 11, 1999.
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SIGNATURE
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 11, 1999
LIGHTNING ACQUISITION CORP.
By: /s/ Michael S. Foster
__________________________________________
Name: Michael S. Foster
Title: Vice President
ROHM AND HAAS COMPANY
By: /s/ J. Lawrence Wilson
_________________________________________
Name: J. Lawrence Wilson
Title: Chief Executive Officer
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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.
(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)(9)
Summary Advertisement.
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NEWS ROHM AND HAAS COMPANY
RELEASE 100 INDEPENDENCE MALL WEST Telephone (215) 592-3000
PHILADELPHIA, PENNSYLVANIA 19106-2399
- --------------------------------------------------------------------------------
PRESS CONTACT: John P. McGinnis FOR RELEASE: IMMEDIATELY
215-592-2409
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ROHM AND HAAS SAYS LEARONAL ACQUISITION
CLEARS HART-SCOTT-RODINO
PHILADELPHIA (January 11, 1999) -- Rohm and Haas Company (NYSE:ROH) said today
that its pending acquisition of LeaRonal, Inc. (NYSE:LRI) cleared the statutory
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act on Friday,
January 8, 1999.
As previously announced, under its merger agreement with LeaRonal, on December
23, 1998, Rohm and Haas and its wholly owned subsidiary Lightning Acquisition
Corp. commenced a cash tender offer to purchase all of the outstanding shares of
LeaRonal at a price of $34 per share. The offer is conditioned upon, among other
things, the valid tender of shares representing at least two-thirds of the
shares of LeaRonal's outstanding common stock on a fully diluted basis. The
offer and withdrawal rights are scheduled to expire at midnight, New York City
time, on Friday, January 22, 1999, unless the offer is extended.
"The expiration of Hart-Scott-Rodino is an important step for transactions such
as this one," said Bradley J. Bell, chief financial officer of Rohm and Haas.
"We are pleased that this process went smoothly." The company has received
preliminary indications from German antitrust authorities that they will also
grant clearance of the acquisition before the scheduled January 22 expiration of
the tender offer.
As previously announced, 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.
Deutsche Bank Securities Inc. is acting as the dealer manager of the
transaction, and D.F. King & Company, Inc. is acting as the information agent
for the tender offer.
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.
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Additional Contacts:
Robert Fraina, D.F. King & Company, Inc.: (212) 493-6941
Naushad Madon, Deutsche Bank Securities Inc.: (212) 469-5764
